Buying a company in Turkey is often faster and more strategic than setting up a brand-new entity. You can acquire an existing customer base, licences, employees and market reputation in a single transaction. For foreign investors, Turkey also offers a relatively liberal foreign investment regime with equal treatment for local and foreign shareholders and a modern corporate law framework under the Turkish Commercial Code (TCC).
At the same time, acquisitions in Turkey are not “plug-and-play”. You need to navigate:
- the TCC rules on joint stock (A.Ş.) and limited liability companies (Ltd. Şti.),
- the Foreign Direct Investment Law No. 4875,
- merger control rules under Turkish competition law,
- and sector-specific licences, real estate and tax issues.
This guide walks through the main legal steps and questions you should consider before buying a Turkish company, with a focus on private M&A (non-listed companies) and foreign investors.
1. Legal framework for buying a company in Turkey
1.1. Company law: Turkish Commercial Code
The Turkish Commercial Code No. 6102 (TCC) recognises several company forms, but in practice most acquisitions involve:
- Joint stock companies (Anonim Şirket, A.Ş.)
- Limited liability companies (Limited Şirket, Ltd. Şti.)
As of recent amendments, minimum capital levels are:
- A.Ş.: at least TRY 250,000 (more for some registered-capital models),
- Ltd. Şti.: at least TRY 50,000.
For acquisitions, TCC rules on share transfers, shareholder rights and corporate governance are key.
1.2. Foreign Direct Investment Law
The Foreign Direct Investment Law No. 4875 is the backbone of Turkey’s foreign investment regime. It:
- adopts a notification-based system instead of prior approval for most foreign investments,
- guarantees equal treatment between foreign and domestic investors,
- requires certain post-transaction notifications (e.g. share transfers) to the Ministry via standard forms within one month.
A company incorporated in Turkey under the TCC is considered a Turkish legal entity, regardless of the nationality of its shareholders.
1.3. Competition law and merger control
Significant acquisitions may need pre-closing clearance from the Turkish Competition Authority under Law No. 4054 and Communiqué No. 2010/4 on mergers and acquisitions.
- If certain turnover thresholds are met, notification is mandatory and closing before clearance is prohibited (“gun-jumping”).
- Thresholds were raised and refined by Communiqué No. 2022/2, and special rules now apply for technology undertakings (no local 250m TRY threshold for some deals).
For any sizeable or cross-border deal, merger-control analysis should be done before signing or at least before closing.
1.4. Sector-specific and regulatory rules
Certain sectors (banking, financial services, insurance, telecoms, energy, defence, aviation, etc.) have additional approval requirements for changes in control or significant share transfers.
If the target operates in a regulated sector, regulatory consents can become conditions precedent to closing.
2. Asset deal vs share deal in Turkey
Broadly, you can enter the Turkish market by:
- Asset deal – buying selected assets (e.g. equipment, contracts, IP, real estate) from the existing company, or
- Share deal – buying the shares of the company that owns those assets.
2.1. Why share deals are common
Foreign investors often prefer share deals in Turkey because:
- the target keeps its licences, permits, employees and contracts,
- operations can continue with less disruption, and
- in many cases, transfer stamp duties and individual registrations are reduced.
However, in a share deal you also inherit most past liabilities (tax, social security, environmental, commercial), which makes due diligence and contractual protection crucial.
2.2. When an asset deal may be preferable
An asset deal can be attractive if:
- you only want a specific business line,
- the company has significant legacy risks,
- or regulatory structures make a full share transfer difficult.
But asset deals may require:
- individual assignment of contracts,
- transfer of employees (with labour-law consequences),
- separate registration of IP and real estate,
- and, in some cases, stamp duty or VAT issues.
3. How share transfers work in Turkish companies
The mechanics of buying a company in Turkey depend heavily on whether the target is an A.Ş. or Ltd. Şti.
3.1. Joint stock companies (A.Ş.)
For A.Ş.s, registered shares are in principle freely transferable, unless restricted by law or the Articles of Association.
Typical features:
- Transfers may occur via share transfer agreements and endorsement of share certificates (if issued).
- The board may have a limited right to refuse registration of a transfer in specific situations (e.g. to protect the company’s independence or continuity).
- The share transfer itself usually does not require notarial form, but signatures are often notarised in practice for evidentiary and bank-KYC reasons.
- Changes in the shareholder list are recorded in the company’s share ledger and, for some transactions, notified to the Trade Registry (especially where Articles of Association change).
A.Ş. shares in public companies are transferred through the stock exchange and subject to capital markets rules, which is a separate universe.
3.2. Limited liability companies (Ltd. Şti.)
For limited liability companies, share transfers are more formalistic:
- The share purchase agreement must be executed before a Turkish notary.
- The transfer must be registered and announced at the relevant Trade Registry.
- The general assembly often must approve the transfer, and the Articles of Association can impose additional restrictions (e.g. pre-emption rights).
This means share deals involving a Ltd. Şti. typically involve notarial costs and registry procedures, which should be planned into your closing structure.
4. Step-by-step: buying a company in Turkey
Step 1 – Strategy and target screening
Before anything is signed:
- Decide whether you prefer a share deal, asset deal, or joint venture.
- Check basic data on the target: type (A.Ş. vs Ltd.), sector, licences, real estate, shareholders, any foreign-ownership limits.
- Identify potential deal breakers early (e.g. heavy debts, litigation, sectoral restrictions).
Step 2 – NDA and term sheet / letter of intent
The next step is usually a non-disclosure agreement and a non-binding term sheet or LOI setting out:
- structure (share vs asset),
- rough price and payment terms,
- exclusivity / no-shop obligations,
- governing law and dispute resolution for the main agreement.
This document frames the negotiation but does not usually transfer any rights yet.
Step 3 – Legal, financial and tax due diligence
Due diligence in a Turkish acquisition normally covers:
- Corporate – articles, share capital, shareholders, resolutions, registrations.
- Licences and regulatory status – sector permits, compliance history.
- Contracts – key customers, suppliers, financing agreements, change-of-control clauses.
- Real estate – ownership, encumbrances, zoning, environmental issues.
- Employment – contracts, unions, collective agreements, accrued rights.
- IP and IT – trademarks, domains, software licences.
- Litigation and enforcement – pending cases, enforcement files.
- Tax and social security – audits, unpaid assessments, incentives.
Issues discovered here will heavily influence price, indemnities, escrows and conditions precedent.
Step 4 – Structuring and tax planning
Based on due diligence, you and your advisers will:
- confirm deal structure (pure share deal, asset carve-out, merger, etc.),
- model tax impact (on both seller and buyer),
- decide on price mechanism (locked box, completion accounts, earn-out),
- consider whether a local SPV should be used for acquisition.
Step 5 – Drafting and signing the Share Purchase Agreement (SPA)
The SPA is the core document in buying a company in Turkey. It typically includes:
- parties and subject (which shares, in which company),
- purchase price and payment terms,
- conditions precedent (merger control, regulatory approvals, corporate approvals, third-party consents),
- representations and warranties (corporate, financial, tax, compliance, etc.),
- indemnities for specific identified risks,
- covenants between signing and closing (e.g. no leakage, ordinary-course operations),
- closing deliverables (resolutions, updated share ledgers, bank payment proofs),
- limitations on liability (caps, baskets, time limits).
For Ltd. Şti., the SPA is signed before a notary and followed by registry procedures. For A.Ş., notarial form is not always mandatory but often used as a matter of practice and bank compliance.
Step 6 – Approvals and conditions precedent
Before closing, you may need:
- Shareholder and board resolutions approving the sale and purchase.
- Merger control clearance if turnover thresholds are met.
- Sectoral approvals (for regulated industries).
- Landlord or key customer consent for change of control, if contracts require it.
- Bank waivers if financing agreements treat the sale as a default.
The SPA will usually specify a long-stop date by which all conditions must be satisfied.
Step 7 – Closing
On the closing date:
- The buyer pays the purchase price (often via bank transfer, sometimes partially into escrow).
- The seller delivers duly signed share transfer documents and corporate resolutions.
- The company updates its share ledger and, where necessary, files changes with the Trade Registry.
- New authorised signatories are registered, and signature circulars updated.
The acquisition is usually considered completed when payment is made and the share transfer is validly effected and recorded.
Step 8 – Post-closing notifications and integration
After closing, you must:
- submit required FDI share transfer notifications to the Ministry within one month using the standard forms, where applicable,
- update tax office, Social Security Institution (SGK), banks and other stakeholders,
- implement integration – change management, group policies, new reporting lines.
5. Special issues for foreign investors
5.1. Real estate owned by the target
If the target company owns real estate, foreign investors should pay special attention:
- A company incorporated in Turkey is a Turkish legal entity, but when it is foreign-owned, its acquisition of new real estate is subject to Article 36 of the Title Deed Law (Property Act No. 2644).
- Foreign-owned Turkish companies may acquire real estate only for purposes aligned with their corporate objects, and in some cases may require governorate or ministry approval.
Buying an existing company that already owns real estate is possible, but future acquisitions by that company must comply with these rules.
5.2. Bank accounts and currency
Acquisitions are typically priced in EUR or USD, but:
- payments into Turkish bank accounts may involve FX regulations and documentation,
- banks will require KYC documents for foreign corporate or individual buyers.
5.3. Use of SPVs and holding structures
Many investors acquire Turkish companies through:
- a local Turkish SPV, or
- an offshore or EU holding company, depending on double-tax treaty, financing and exit considerations.
The choice of structure affects withholding taxes, future sale flexibility and access to local incentives.
6. Practical tips and red flags
Before you commit to buying a company in Turkey, consider:
- Hidden tax and social-security debts – check for recent audits, reconciliations, and obtain seller indemnities.
- Unregistered IP or informal practices – ensure trademarks, domains and key software licences are properly owned or licensed by the company.
- Dependence on a few key customers or suppliers – identify concentration risk and whether contracts can be terminated on change of control.
- Corporate housekeeping – missing or inconsistent trade registry entries, share ledgers or resolutions can complicate proof of title.
- Compliance and sanctions – confirm there is no exposure to sanctions-sensitive jurisdictions or activities, especially in financial or export-driven sectors.
Conclusion
Buying a company in Turkey is one of the most effective ways for foreign investors to enter the market quickly and at scale. The legal infrastructure – modern company law, a liberal foreign investment regime, and a well-developed merger-control system – makes acquisitions entirely feasible, but not trivial.
A well-planned transaction will:
- choose the right structure (share vs asset),
- navigate TCC rules on A.Ş. vs Ltd. Şti.,
- address merger control and sectoral approvals,
- and protect the buyer through thorough due diligence, clear warranties and careful closing mechanics.
Handled in this way, buying a company in Turkey becomes not just a legal process, but a controlled and strategic way to secure a long-term foothold in a dynamic market.
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