Company Acquisitions in Türkiye: Due Diligence, Transaction Structure and Contracts

Acquiring a company or a business in Türkiye offers a faster route into the market than setting up a new company; however, the buyer also takes on the company's history, contracts, employees and public debts. We advise international buyers on company and business acquisitions in Türkiye, from the choice of transaction structure and due diligence to the negotiation of the contracts, the filing with the Competition Board and post-closing steps.

Key Facts

Share deal or asset deal: In a share deal, the company changes hands with all its rights and obligations; in a transfer of a business with its assets and liabilities, the acquirer becomes liable for the debts taken over, and the transferor remains jointly and severally liable with the acquirer for two years (Art. 202 TCO).
Formal requirements: In a limited company (Limited Şirketi), the transfer of a share must be made in writing, the signatures require notarisation and, as a rule, the approval of the general assembly is required (Art. 595 TCC); in a joint stock company (Anonim Şirketi), the transfer of registered shares is subject to any transfer restrictions in the articles of association and to entry in the share ledger.
Public debts: Shareholders of a limited company are liable, in proportion to their shares, for public debts (tax, social security) that cannot be collected from the company, and a shareholder who transfers their share remains jointly and severally liable with the acquirer for the period of their shareholding (Art. 35 of Law No. 6183); tax and social security debts should therefore be checked separately before closing.
Employees: Where a workplace or part of a workplace is transferred, the employment contracts pass to the acquirer with all rights and obligations; the transferor and the acquirer are jointly liable for debts that arose before the transfer and are due on the transfer date, and the transferor's liability is limited to two years (Art. 6 Labour Law).
Merger control: Transactions exceeding the statutory turnover thresholds require the approval of the Competition Board; such transactions carried out without approval are not legally valid and an administrative fine is imposed. The thresholds may also be exceeded in transactions between two foreign companies on account of their turnover in Türkiye.
Real estate: If the target company owns real estate, the approval and control requirements for the acquisition of real estate by companies with foreign capital (Art. 36 Land Registry Law) may also become relevant after the share transfer.

→ Planning a new company instead? Read about our advice on company formation in Türkiye »

Our Services at a Glance

Transaction structure — choosing between a share deal and an asset deal, assessing the tax consequences together with tax advisers and setting the transaction timetable.
Preparatory documents — drafting or reviewing the non-disclosure agreement, the letter of intent and the term sheet as well as exclusivity arrangements.
Legal due diligence — reviewing corporate matters, contracts, employment, real estate, permits and licences, personal data, litigation and enforcement proceedings as well as public debts, and reporting the findings in Turkish, German or English.
Contracts — drafting and negotiating the share purchase agreement or the asset purchase agreement; seller warranties, indemnities, holdback of part of the purchase price and conditions precedent.
Merger control — assessing whether approval is required and preparing the filing with the Competition Board.
Closing and beyond — share ledger entries, trade registry registrations, change of management and signatory powers; adapting the articles of association and, where necessary, the shareholders' agreement to the new structure, and integration in terms of employment law and data protection (KVKK).

Financial and tax due diligence is carried out by GEMS Serbest Muhasebeci Mali Müşavirlik A.Ş.; the legal and financial findings are brought together within a single transaction timetable.

Further reading: Share deal or asset deal? · Due diligence · Transfer of undertaking · Shareholders’ agreements

→ Acquisition completed? Read about our ongoing support for your Turkish company »

Frequently Asked Questions (FAQ)

Share deal or asset deal: which is preferable? In a share deal, the company is acquired together with its entire history, whereas contracts, permits and licences and employees as a rule remain in place. In an asset deal, by contrast, only selected assets can be acquired; however, the transfer of contracts requires the consent of the counterparties, employees pass to the acquirer by operation of law and the tax consequences differ. Which structure is appropriate depends on the situation of the target company and on the due diligence findings.

What does due diligence cover that is specific to Türkiye? Due diligence ranges from the trade registry and Trade Registry Gazette records to the land registry records, and from employment contracts to personal data processing. Experience shows that in transactions in Türkiye the areas that most often cause problems are unregistered corporate actions, undeclared or under-reported employment and public debts that come to light after closing.

How can the buyer be protected against unknown liabilities of the seller? The warranties given by the seller and the related indemnity obligations form the basis of the contract. In addition, holding back part of the purchase price for a certain period, checking the debt position with the tax office and the social security institution (SGK) before closing, and the seller's undertaking not to carry out transactions outside the ordinary course of business until closing are safeguards frequently used in practice.

When is Competition Board approval required? Approval is required when the statutory turnover thresholds are exceeded, and the thresholds may be exceeded not only in transactions between Turkish companies but also in transactions between foreign companies with turnover in Türkiye. The filing obligation should therefore be assessed at the very outset when setting the transaction timetable.

Is it necessary to travel to Türkiye for closing? No. Share transfers and corporate actions can be carried out under a power of attorney; a power of attorney executed abroad must bear an Apostille and be translated into Turkish by sworn translation. In a share transfer in a limited company, the notarisation of signatures can also be obtained through Turkish consulates abroad.

How We Work

We advise in English, German and Turkish, including communication with authorities, notaries and banks. On financial and tax matters, we work in coordination with GEMS Serbest Muhasebeci Mali Müşavirlik A.Ş., so that legal and tax aspects are dealt with in an aligned manner. As the Turkish member of the Schindhelm Alliance, we coordinate questions concerning the buyer's or seller's country with the network's country offices.

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Last updated: November 2026. This page is for general information only and does not constitute legal advice in an individual case.