Company acquisition in Turkish law is the process by which an investor takes over the shares or assets of a Turkish company under the Turkish Commercial Code (Law No. 6102). The framework is open to foreign buyers, but it is sequenced in a way that rewards preparation and punishes improvisation.
Most investors who approach the Turkish market arrive with a commercial thesis already formed. The target has been identified, the price range discussed, sometimes a term sheet already drafted. What has usually not been mapped at that stage is the legal sequence: which approvals must be obtained before closing, which can run alongside due diligence, and which obligations survive the transfer and attach to the buyer regardless of what the seller disclosed.
That gap is where the first serious question tends to surface. Investors reviewing a Turkish target routinely ask: what actually transfers when you buy a Turkish company? In a share acquisition, everything transfers, including what nobody disclosed. The buyer takes the legal entity with its full history attached: its tax position, its employment record, its pending disputes, its regulatory exposure. The share transfer deed changes the owner, not the past.
Timing is the second question, and it is usually asked in the opposite direction from the one that matters. Buyers ask how quickly a deal can close; the more useful question is when does the Turkish Competition Authority need to hear about the transaction? Notification is required before closing, not after. A transaction over the thresholds has no legal validity until clearance is granted, which means the filing sits on the critical path and shapes the closing date rather than following it.
There is a structural feature of Turkish merger control that surprises investors used to other jurisdictions. Clearance can arrive without anyone granting it. Under Law No. 4054, if the Turkish Competition Authority takes no action within thirty days of a complete notification, approval is deemed to have been granted by operation of law. It is a permission produced by silence, and it is legally as solid as a written decision, which is why the completeness of the filing matters more than its persuasiveness.
Structure is the remaining question, and it is the one investors most often postpone. Which structure carries less risk, buying the shares or buying the assets? Neither is safer in the abstract. A share purchase is administratively simple and legally exposed; an asset purchase is legally contained and administratively heavy. The choice is made on what the due diligence finds, which is why it cannot sensibly be locked into a term sheet before the diligence has run.
This page covers private company acquisitions. Public company takeovers, which trigger mandatory tender offer obligations under Capital Markets Board rules, follow a separate regime and are addressed in our work on corporate governance in Turkey.
⚖️ What Does Company Acquisition in Turkish Law Actually Involve?
Company acquisition in Turkish law involves four legal tracks that run at the same time rather than one after another: due diligence on the target, merger control analysis, transaction documentation, and the closing formalities at the trade registry. Investors who treat these as sequential steps lose weeks, because the output of each track is an input to the others.
The due diligence track examines what is being bought. Corporate records, material contracts, employment files, real property titles, litigation history and regulatory licences are reviewed against the seller’s representations. What this track produces is not simply a report; it produces the list of items that the share purchase agreement will have to cover through warranties, indemnities, price adjustment or pre-closing conditions.
The merger control track answers a narrower question: does this transaction require clearance from the Turkish Competition Authority (Rekabet Kurumu) before it can close? The answer turns on turnover figures for all transaction parties, which is why this analysis cannot wait for the end of diligence. If the thresholds are met, the notification becomes the longest single item on the timeline.
The documentation track produces the share purchase agreement and its architecture: conditions precedent, interim operating covenants, warranty catalogue, indemnity structure, and the closing mechanics. The quality of this document is measured by how it performs when something goes wrong, not by how smoothly it reads at signing.
The closing track handles form. Under Turkish law a share transfer in a joint stock company (anonim şirket) is completed through endorsement and delivery of share certificates, or through a written transfer agreement and entry in the share ledger where certificates have not been issued. In a limited liability company (limited şirket), the transfer requires a notarised share transfer agreement, a general assembly resolution approving the transfer, and registration with the trade registry. The formal requirements differ by company type, and getting the form wrong can leave the transfer unenforceable against the company itself.
For a foreign buyer, a fifth function sits across all four tracks: managing the interface with the home jurisdiction. Apostilled powers of attorney, board authorisations, corporate documents legalised for use in Türkiye and capital inflow notifications to the Central Bank of the Republic of Türkiye (Türkiye Cumhuriyet Merkez Bankası, TCMB) each carry their own lead time. These are procedural, not substantive, but they are the items that most often compress a closing timeline that looked comfortable on paper.
⚖️ How Do You Buy a Company in Turkey as a Foreign Investor?
A foreign investor buys a Turkish company through the same legal route as a domestic buyer, because the Foreign Direct Investment Law (Law No. 4875) guarantees national treatment. There is no separate approval regime for foreign acquirers in most sectors, and no requirement for a local partner or minimum local shareholding.
In practice the sequence runs as follows. The buyer signs a non-disclosure agreement and receives access to the data room. Legal, financial and tax due diligence run in parallel, typically over three to six weeks for a mid-sized private target. The turnover analysis for merger control is done early, using the most recent audited figures of all transaction parties. The share purchase agreement is negotiated against the diligence findings. If clearance is required, the notification is filed and the parties wait. Closing follows clearance and the satisfaction of any remaining conditions.
Foreign ownership restrictions exist, but they are sector-specific rather than general. Media broadcasting, civil aviation, maritime cabotage and parts of the financial services sector carry ownership caps or require regulatory approval for a change of control. Identifying whether a target falls inside one of these regimes requires reading its operating licences, not its articles of association. A company incorporated with a technology object clause may hold an ancillary licence that pulls it into a regulated sector.
Post-acquisition, the investor has registration obligations. Foreign capital inflows must be notified through the banking system to the TCMB, and the company reports foreign shareholding data to the General Directorate of Incentive Implementation and Foreign Investment. Neither is discretionary, and neither blocks the transaction, but incomplete filings tend to surface years later at the moment the investor wants to repatriate a dividend.
Physical presence in Türkiye is not required for the negotiation, diligence or filing stages. A notarised and apostilled power of attorney, executed in the investor’s home country and authorised by its board, allows Turkish counsel to act on the buyer’s behalf, including at the closing itself. Most cross-border acquisitions we handle run without the buyer entering the country until after completion.
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The turnover analysis takes a short conversation and determines your entire closing timeline. It is worth doing before the term sheet, not after.
⚖️ Why Turkish Acquisitions Are Harder Than They Look
The difficulty in Turkish acquisitions is rarely the law itself, which is codified, accessible and broadly aligned with continental European models. The difficulty is that several regimes apply at once and each has its own clock. Company law sets the transfer formalities, competition law sets a pre-closing condition, labour law creates liabilities that follow the entity, tax law shapes the structure, and sector regulation can override all of them.
Employment liability is the clearest illustration. Under Turkish labour law, an employee with at least one year of service who is dismissed without just cause, or who resigns under qualifying circumstances such as retirement or military service, is entitled to severance pay (kıdem tazminatı) calculated across their entire period of service with the employer. In a share acquisition this exposure transfers untouched, and in a target with long-tenured staff it can exceed the headline purchase price adjustment the parties negotiated.
Contractual continuity is the second. Many Turkish commercial agreements contain change-of-control provisions that either require counterparty consent or grant a termination right. A share acquisition does not automatically breach these, but it triggers them. Discovering after closing that the target’s principal customer contract permitted termination on a change of ownership is a diligence failure with no legal remedy against anyone except, perhaps, the seller under a warranty that may or may not have been drafted to cover it.
Share encumbrances form the third. Share pledges over Turkish company shares can be valid between the parties without appearing in any public register. Verification therefore cannot rely on the trade registry alone; it requires review of the share ledger, board resolutions, and financing documents of the target. A buyer who verifies ownership from the registry extract only has verified the wrong thing.
Worth noting, the regulatory picture also moves. The merger control thresholds were raised substantially in February 2026, taking a large volume of mid-market transactions out of the notification requirement entirely. An adviser working from figures that were current eighteen months ago will over-file, delaying transactions that no longer need clearance at all.
⚖️ Competition Authority Clearance: Thresholds and Timing
Clearance from the Turkish Competition Authority is mandatory before closing where the transaction exceeds the turnover thresholds set out in Communiqué No. 2010/4, as amended by Communiqué No. 2026/2, published in the Official Gazette No. 33165 of 11 February 2026. The amendment raised the previous thresholds by a factor of three to four and took effect on publication.
As of 2026, two alternative threshold tests apply. Under the first, notification is required where the combined Turkish turnover of the transaction parties exceeds 3 billion TL and the Turkish turnover of at least two of the parties individually exceeds 1 billion TL. Under the second, notification is required where the Turkish turnover of the transferred asset or business in an acquisition, or of at least one party in a merger, exceeds 1 billion TL and the worldwide turnover of at least one other party exceeds 9 billion TL.
A separate rule applies to technology undertakings. Where at least one transaction party is a technology undertaking resident in Türkiye, the 1 billion TL thresholds are applied as 250 million TL in respect of the transferred party. This is a reduction of the party-level threshold rather than an exemption from the threshold system, and the residency requirement was introduced by the 2026 amendment. Technology undertakings for this purpose include digital platforms, software, financial technology, biotechnology, pharmacology, agricultural chemicals and health technology businesses.
The review timetable runs from the date of a complete notification. The Turkish Competition Authority conducts a preliminary review within fifteen days. Where the Authority does not notify the parties of its decision within thirty days of notification, clearance is deemed granted. An incomplete filing restarts this clock, which is the single most common cause of delay in Turkish merger control.
Implementing a transaction before obtaining required clearance constitutes gun-jumping and attracts administrative fines under Article 16 of Law No. 4054. The transaction also fails to acquire legal validity, which means the buyer may have paid for shares it does not legally hold. The fine is recoverable as a cost; the validity defect is not.
The notification itself is a standard form requiring identification of the transaction parties, their turnover figures, descriptions of the affected product and geographic markets, market share estimates for the parties and their competitors, and the rationale for the transaction. Where the parties have competing or vertically related activities in Türkiye, the market definition section carries the analytical weight and is where filings are most often found incomplete. Turnover is calculated on the audited figures of the financial year preceding the notification.
Successive transactions between the same parties, or in the same product market, are aggregated for threshold purposes over a three-year lookback. A transaction that sits below the thresholds on its own can therefore become notifiable when read together with earlier deals, which matters for investors executing a buy-and-build strategy through a series of small acquisitions.
The 2026 amendment also introduced a transitional provision. Where thresholds or other conditions change, ongoing reviews concerning transactions that fall below the revised thresholds are terminated by decision of the Competition Board. Transactions under review on 11 February 2026 that no longer met the raised thresholds were closed out on that basis. The full text of the amending Communiqué is available from the Official Gazette.
⚖️ Legal Due Diligence in a Turkish Acquisition
Legal due diligence in a Turkish acquisition examines corporate, contractual, employment, real property, regulatory and litigation risk, and produces the factual basis for the warranty and indemnity structure of the share purchase agreement. For a mid-sized private target, the legal workstream typically runs three to six weeks in parallel with financial and tax review.
Corporate due diligence verifies the chain of title to the shares being acquired. The review covers the share ledger, board and general assembly resolutions, the articles of association, capital increase history, and any encumbrance over the shares. Where the target is a limited liability company, each historical transfer must have been notarised, approved by the general assembly and registered; a defect in any link of that chain affects the seller’s ability to transfer clean title today.
Contractual due diligence identifies change-of-control clauses, exclusivity undertakings, non-compete provisions binding the target, and termination rights in material agreements. Where consents are required, obtaining them is normally structured as a condition precedent rather than a post-closing undertaking, because the leverage to obtain a consent disappears at the moment the purchase price is paid.
Employment due diligence quantifies accrued severance exposure across the workforce, reviews the status of any collective bargaining agreement, and checks compliance with mandatory employment registrations. Because severance entitlement accrues from the original hire date and passes to the buyer in a share deal, the calculation is performed on the full workforce rather than a sample.
Real property due diligence covers title deed (tapu) verification at the Land Registry (Tapu ve Kadastro Genel Müdürlüğü), review of mortgages, easements and annotations, and confirmation of zoning and occupancy compliance. Companies with foreign shareholding face restrictions on acquiring immovable property in military security zones and certain border areas; these restrictions apply at company level and survive the acquisition. Our due diligence practice in Türkiye sets out the full scope of these reviews.
Diligence findings convert into contractual protection through four routes, and choosing between them is a commercial decision as much as a legal one. A quantified and certain liability is normally taken off the purchase price. A quantified but contingent liability is covered by a specific indemnity, often supported by an escrow holding part of the consideration for the duration of the relevant limitation period. An unquantified risk is addressed through a warranty, which shifts the burden of proof onto the buyer if it later crystallises. A risk the seller refuses to cover becomes a condition precedent requiring remediation before closing, or a reason to walk.
Regulatory due diligence maps the target’s licences, permits and sectoral authorisations, and establishes whether any of them lapse or require re-application on a change of control. This is the workstream that most often changes the transaction structure, because a licence that cannot be transferred converts what looked like an asset deal into a share deal, or the reverse.
⚖️ Share Purchase or Asset Purchase: Which Structure Fits
The choice between a share purchase and an asset purchase determines which liabilities the buyer inherits, what third-party consents are needed, and how the transaction is taxed. Neither structure is generally preferable; the decision follows from what due diligence reveals about the target’s history.
| Criterion | Share purchase | Asset purchase |
| What transfers | The entire legal entity with all assets and liabilities | Only the specified assets, contracts and employees |
| Hidden liabilities | Transfer to the buyer, disclosed or not | Remain with the seller unless expressly assumed |
| Third-party consents | Needed only where change-of-control clauses apply | Needed for each contract assigned or novated |
| Licences and permits | Remain with the entity, subject to control conditions | Usually require fresh application by the buyer |
| Employees | Continue without interruption, severance accrual intact | Re-engaged under new contracts, triggering notice obligations |
| Execution burden | Lower, one transfer instrument | Higher, asset-by-asset transfer |
| Typical use case | Clean target, buyer wants continuity | Target carries contingencies that cannot be priced |
Tax treatment differs materially between the two. Share transfers attract stamp duty on the transaction documents and may create withholding obligations depending on the seller’s tax residency and holding period. Asset transfers can trigger value added tax on certain asset categories and require allocation of the purchase price across transferred assets, which affects the buyer’s future depreciation base.
Where the target’s exposure is concentrated and identifiable, a share purchase with a specific indemnity is usually more efficient than restructuring the deal. Where the exposure is historical, diffuse and resistant to quantification, such as unreconciled tax positions across several years, an asset purchase transfers less risk even at the cost of a heavier execution process. The choice between a joint stock company and a limited liability company as the acquisition vehicle follows a separate logic, set out in our comparison of limited and joint stock companies in Türkiye.
⚖️ What Happens Between Signing and Closing
The interval between signing the share purchase agreement and completing the transfer is the phase where most transactions run into difficulty. During this period the seller still owns and operates the target, the buyer has paid nothing or only a deposit, and the conditions precedent are being worked through. Where Competition Authority clearance is required, this interval is at least thirty days and often longer.
Interim operating covenants govern the seller’s conduct during this period. A properly drafted set restricts the target from declaring dividends, disposing of material assets, amending key contracts, increasing remuneration, or incurring indebtedness outside the ordinary course, in each case without the buyer’s consent. Covenants that are too loose leave the buyer paying for a business that has been quietly stripped; covenants that are too tight can themselves raise gun-jumping concerns under Law No. 4054, because they give the buyer influence over a business it does not yet own.
Conditions precedent are the second mechanism. Typical conditions include merger control clearance, third-party consents under change-of-control clauses, release of existing share pledges, landlord consents, and the resignation of outgoing directors with waivers of claims. Each condition carries its own timeline, and the longest one sets the closing date.
Closing itself is a formality sequence rather than a single act. For a limited liability company the parties execute the notarised share transfer agreement, the general assembly approves the transfer, the share ledger is updated, and the transfer is registered with the trade registry. Registration is not a condition of validity between buyer and seller, but it is required for the transfer to be effective against third parties, and it triggers the subsequent notification obligations to public authorities.
Post-closing, the buyer typically has a short window to complete director and signatory changes, update the company’s registered representatives, and file the foreign capital notifications. These steps are administrative, but leaving them incomplete means the company continues to be represented by the seller’s appointees in the public record.
⚖️ Cross-Border Structuring and Profit Repatriation
Foreign investors acquiring Turkish companies frequently hold the investment through an intermediate holding company rather than directly. The purpose is to align the withholding tax position on dividends, the capital gains treatment on a future exit, and the regulatory requirements of both jurisdictions into a single coherent structure.
Türkiye maintains double taxation treaties with more than ninety countries. The applicable treaty determines the withholding rate on dividends paid from the Turkish operating company to the foreign holding entity, and the rates vary meaningfully between treaties. Treaty benefits are not automatic: the holding entity must qualify as a tax resident of the treaty state and must have sufficient substance there, since structures established only to access treaty rates are vulnerable under Turkish anti-avoidance provisions.
The Foreign Direct Investment Law guarantees the transfer abroad of net profits, dividends, proceeds from sale or liquidation of an investment, compensation amounts, and payments under licence, management and similar agreements, through banks or special financial institutions. The guarantee is statutory and robust. What causes problems in practice is documentation: repatriation requires that the original capital inflow was properly notified and recorded at the time it entered the country, which is a step taken years earlier and easily overlooked.
Acquisition financing adds a further layer. Where the purchase is debt-funded from abroad, the loan must comply with Turkish foreign exchange legislation, and restrictions apply to foreign currency borrowing by Turkish resident companies without corresponding foreign currency income. Structuring the debt at the holding level rather than the Turkish target level is often the cleaner route, though it affects where interest deductions arise. For investors building a longer-term Turkish platform, our investment law practice and corporate law team handle the structuring alongside the transaction itself.
Where the acquisition is a first entry into the market rather than a bolt-on, some investors incorporate a Turkish acquisition vehicle before signing. That approach adds two to three weeks at the front end but simplifies the financing and the post-closing group structure. The process is set out in our guidance on company formation in Türkiye.
Schedule a Legal Consultation
If you are evaluating a Turkish target, negotiating a share purchase agreement, or need to establish whether your transaction requires Competition Authority clearance before closing, our Investment Lawyers in Istanbul are available to review your position.
An acquisition in Türkiye is a legal event described in commercial language. The term sheet speaks of valuation, the diligence report speaks of risk, and the closing agenda speaks of process, but each of those stages rests on a legal structure that was either built deliberately or left to assemble itself. Buyers who understand that the share transfer deed changes the owner and not the past tend to find the Turkish market navigable. Those who treat legal structuring as something to arrange once the commercial terms are agreed tend to meet the gaps at the point where closing them costs the most.
Foreign investors working with Fatih Oznur and the Oznur & Partners transaction team receive coordinated support across diligence, merger control and cross-border structuring from the point at which a target is identified.