TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
3.3 Filing Fees No filing fees are required under the Turkish merger control regime. 3.4 Parties Responsible for Filing Pursuant to Article 10 of Communiqué No 2010/4, a filing can be made solely by one of the parties or jointly by some or all of the par - ties. The filing can be submitted by the parties’ authorised representatives. In the event of filing by just one of the parties, the filing party should notify the other party. 3.5 Information Included in a Filing The notification form is similar to Form CO. The Board requires that one hard copy and an electronic copy of the notification form be submitted in Turkish. The recent updates allow notifying parties to submit the notification form via e-Devlet, which is an elaborate system of web-based services that includes electronic submission. e-Devlet had already been made available for submissions, especially during the pandemic period. However, Communiqué No 2010/4 explicitly mentions this alternative form of submission, making it official. Additional documents are also required, such as: • the executed or current copies and sworn Turkish translations of the transaction document(s) that brings about the transac - tion; • financial statements (including the balance sheets of the parties); and • market research reports for the relevant mar - ket (if available). A signed and notarised (and apostilled, if appli - cable) power of attorney is also required.
a closing is sufficient for it to impose a suspen - sion violation fine, and an analysis of whether change in control actually took effect in Türkiye is unwarranted. The Board therefore considers the “carve-out” concept to be unconvincing.
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
There is no specific deadline for filing in Türkiye. However, the filing should be made, and approv - al obtained, before the closing. In practice, it is recommended that the transaction be filed at least 60 calendar days before the projected closing. For details of penalties in the case of failure to do so, please see 2.13 Penalties for the Implementation of a Transaction Before Clearance . 3.2 Type of Agreement Required Prior to Notification A binding agreement is not required prior to notification. Parties can file on the basis of a less formal agreement, such as a letter of intent, a memorandum of understanding or a non-binding term sheet. There are some cases where the parties merely enclosed a letter of intent and/or a memorandum of understanding (Defacto Perakende/European Bank, 22-55/872- 359, 15 December 2022; Kavak/Araba Sepeti, 21-43/627-309, 16 September 2021; Opel-Saft, 20-08/78-45, 6 February 2020). However, Com - muniqué No 2010/4 requires the submission of a written document prior to notification. A filing thus cannot be made where there is nothing in writing (eg, based on a good-faith intention to reach an agreement).
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