A legal due diligence report is a document prepared before buying a company to identify its main legal risks. For a foreign investor purchasing a Turkish company, the report helps answer one basic question: What legal problems may I acquire together with this business? What Is Reviewed? A legal due diligence review may cover: Why […]
When buying a company in Turkey, a foreign investor may not want to pay the entire purchase price directly to the seller at closing. An escrow arrangement can be used to hold part of the purchase price with an independent third party until agreed conditions are satisfied. Escrow mechanisms are used in Turkish M&A transactions, […]
A foreign investor buying a Turkish company may want to prevent the seller from immediately establishing a competing business. For this reason, acquisition agreements often include a non-compete clause. What Can a Non-Compete Clause Cover? The seller may agree not to: However, the restriction must be reasonable. According to the Turkish Competition Authority, non-compete obligations […]
A foreign investor buying shares in a Turkish company should not rely only on the company’s Articles of Association. A Shareholders’ Agreement (SHA) can regulate the relationship between shareholders in much greater detail and is commonly used in Turkish joint ventures and investment transactions. Türkiye’s official investment guidance also notes that shareholders’ agreements are commonly […]
A foreign investor purchasing a minority stake in a Turkish company should not focus only on the percentage of shares being acquired. A minority shareholder may own a valuable part of the company but still have limited influence over management, financing, dividends or major business decisions. For this reason, minority investor protection should be planned […]
Foreign investors do not need to acquire 100% of a Turkish company. They may purchase a minority share and become a partner with the existing shareholders. Türkiye’s foreign investment regime generally gives foreign investors the same rights and liabilities as domestic investors in company establishment and share transfers. However, purchasing a minority stake creates different […]
For many businesses, the most valuable assets are not buildings or machinery but trademarks, patents, software, websites and domain names. A foreign investor buying a Turkish company should therefore verify that these intellectual property and digital assets actually belong to the target company. 1. Check Trademark Ownership The company’s trademarks should be searched through the […]
Foreign investors buying an existing business in Turkey generally have two main options: buy the shares of the existing company or acquire the business/assets directly. Both structures are legally possible, but they create different risks. Foreign investors are generally subject to the same share-transfer rules as domestic investors in Turkey. 1. What Is a Share […]
Foreign investors buying shares in an existing Turkish company should carefully investigate the company’s historical debts before completing the transaction. Buying shares is different from establishing a new company. The legal entity continues to exist after the acquisition together with its existing tax debts, Social Security (SGK) liabilities, bank loans, commercial debts, lawsuits and contractual […]
Yes. Foreign investors can generally buy a restaurant or café business in Turkey. Under Turkey’s foreign direct investment framework, foreign investors are generally treated equally with Turkish investors. They may establish a Turkish company or acquire shares in an existing Turkish company. However, buying an operating restaurant involves more than simply purchasing the company or […]