In Turkish M&A practice, one of the most misunderstood issues in an asset acquisition is the transfer of commercial contracts. Buyers often assume that if they purchase a business line, a factory, a distribution network, or a going concern, the customer contracts, supplier arrangements, lease relationships, service agreements, and operational commitments will simply “follow” the assets. Under Turkish law, that assumption is usually too simplistic. The legal framework distinguishes sharply between the transfer of receivables, the assumption of debts, the transfer of an entire contractual position, and the takeover of an enterprise or pool of assets and liabilities. For that reason, the transfer of commercial contracts in a Turkish asset deal is rarely automatic and often becomes one of the most important closing workstreams in the transaction.
That distinction matters because a Turkish asset deal is structurally different from a share deal. In a share acquisition, the contracting entity usually remains the same, so many commercial agreements continue with the same legal party even though ownership changes. In an asset acquisition, by contrast, the buyer frequently wants the benefit of customer relationships, supply arrangements, leases, licenses, and framework agreements without buying the entire company. Turkish law does allow contractual rights and obligations to move, but it does so through specific legal mechanisms rather than through a universal automatic-transfer rule. Türkiye’s official investment guidance also reflects the general importance of legal structuring in M&A by noting that business establishment, share transfers, and transaction formalities must be handled within the applicable Turkish legal framework.
For that reason, anyone planning an asset acquisition in Turkey should begin with one core legal question: are we transferring a contract, assigning receivables, moving debts, or transferring a business with assets and liabilities together? These are not interchangeable concepts under the Turkish Code of Obligations. A deal that is documented as a simple asset purchase but ignores contract-transfer mechanics may leave the buyer with equipment and inventory but without the customer contracts needed to monetize them. Conversely, a seller that assumes liabilities have been cleanly moved may discover that creditor consent or statutory notice was missing, leaving the seller jointly exposed after closing.
Why contract transfer is a central issue in Turkish asset deals
The commercial reality of an asset acquisition is that the buyer usually wants more than bare title to physical items. In many sectors, the real value of the business lies in ongoing contractual relationships: supply agreements, distribution contracts, customer framework agreements, leases, maintenance contracts, logistics arrangements, IT service agreements, and long-term procurement commitments. Yet Turkish law does not treat the movement of these relationships as a mere side effect of selling assets. Instead, it asks which element of the relationship is being moved and whether the remaining party to the contract has consented. That is why contract-transfer analysis is central to Turkish asset deals rather than a post-signing administrative detail.
This issue also affects deal timing. If the target business depends on key commercial contracts and those contracts cannot be transferred without the counterparty’s prior or later approval, then the acquisition may need a consent-gathering process before or at closing. If the buyer tries to solve the problem only after completion, it may discover that the business it acquired is operationally incomplete. In Turkish practice, that risk is especially serious in industries where revenue depends on framework customer agreements or where the premises are held under a lease that the buyer assumed would continue automatically. As a matter of Turkish law, that result cannot simply be presumed. It must be created through the correct legal mechanism.
Turkish law separates receivables, debts, and contracts
One of the most important structural points in the Turkish Code of Obligations is that it regulates assignment of receivables, assumption of debt, and transfer of contract in separate provisions. This means Turkish law does not assume that moving one side of a contractual relationship automatically moves the rest. A buyer may acquire the right to receive payment under a contract without becoming the party responsible for performance. A buyer may agree internally to take over a debt without relieving the original debtor vis-à-vis the creditor unless the creditor accepts that result. And a full transfer of the contract itself requires a specific agreement structure involving the remaining party.
This separation is one of the main reasons Turkish asset acquisitions require careful contract mapping. The deal team must identify whether the objective is: first, to collect receivables generated by the transferred business; second, to move payment or performance obligations; or third, to move the entire legal position under a contract so that the buyer steps fully into the seller’s place. These are different outcomes, and Turkish law attaches different consent and form requirements to each of them.
Assignment of receivables: generally possible without debtor consent
Where the transaction involves only the transfer of a receivable, Turkish law is relatively flexible. Article 183 of the Turkish Code of Obligations provides that, unless prevented by law, contract, or the nature of the business, the creditor may assign its receivable to a third party without the debtor’s consent. Article 184 then states that the validity of the assignment depends on it being made in writing. This is a powerful rule for asset deals because it means the seller can often transfer payment claims arising from the business without first obtaining the consent of every debtor, unless the underlying contract prohibits assignment or the nature of the relationship makes assignment inappropriate.
At the same time, this flexibility has limits. Article 183 itself preserves restrictions arising from law, contract, or the nature of the transaction. So if a commercial contract contains an anti-assignment clause, or if the obligation is so personal or relational that assignment is incompatible with its nature, the seller cannot rely on Article 183 as a universal override. Turkish asset buyers should therefore avoid assuming that every revenue stream can be moved simply because receivables are, in principle, assignable. The underlying contract still has to be reviewed.
A second practical point is debtor notice. Article 186 provides that if the debtor has not been informed of the assignment by the assignor or assignee, payment made in good faith to the old creditor still discharges the debt. That means the legal assignment may exist, but the buyer can still lose practical control over collections if the debtor is not informed correctly. In asset acquisitions where receivables are a material part of the consideration, Turkish deal documents should therefore address not only the assignment instrument itself but also customer notification and collection mechanics.
Assumption of debt: creditor consent is central
Turkish law is stricter when the transaction involves moving debts rather than receivables. Article 195 states that a person who enters into an internal assumption agreement with the debtor undertakes to release the debtor by performing the debt itself or by assuming the debt with the creditor’s consent. Article 196 then adds the decisive point: the substitution of a new debtor and the release of the old debtor occur through an agreement between the assuming party and the creditor. In other words, an internal arrangement between buyer and seller may allocate economic responsibility between them, but it does not, by itself, free the seller as against the creditor.
This rule is critical in Turkish asset acquisitions because many commercial contracts include ongoing payment duties, minimum-purchase commitments, service obligations, warranty exposure, or indemnity-type liabilities. If the buyer and seller merely agree internally that the buyer will “take over” those obligations, the seller may still remain bound to the counterparty unless the creditor or remaining contract party accepts the substitution. As a result, internal assumption language is useful, but it is not a substitute for external consent where the objective is a true novation-like replacement of the seller by the buyer.
From a transactional perspective, this is one of the clearest legal risks in Turkish asset deals. Sellers often want a clean release. Buyers often assume that taking over the operating business means they can simply start performing. Turkish law says the missing piece is usually the other side’s consent. Without that consent, the seller may still face direct claims from the contract counterparty, even if the SPA says otherwise between buyer and seller.
Full transfer of a commercial contract: Article 205
The core rule on transfer of contract appears in Article 205 of the Turkish Code of Obligations. It states that transfer of contract is an agreement made among the transferor, the transferee, and the remaining party to the contract, by which all rights and obligations arising from the contractual position pass to the transferee together with the status of being a party to the contract. The same article also provides that an agreement between the transferor and transferee based on the remaining party’s prior consent or later approval is also treated as a contract transfer. Finally, Article 205 states that the validity of the contract transfer follows the form of the transferred contract.
This provision is the legal center of commercial-contract transfer in Turkish asset acquisitions. It means that if the buyer wants to step fully into the seller’s place under a supply agreement, customer framework contract, lease, franchise arrangement, distribution agreement, or services agreement, the remaining party’s role is usually unavoidable. The consent may be built in beforehand, given simultaneously, or approved afterward, but Turkish law does not generally let the transferor and transferee reassign the whole contractual relationship in isolation from the other contracting party.
The form rule is equally important. If the original contract had to be made in a certain form, the transfer of that contract must comply with that same form. For Turkish transactions, that means the legal analysis of a commercial-contract transfer is not just substantive but also formal. A simple side letter may be insufficient if the underlying contract required a more formal execution method. This is one reason why Turkish asset acquisitions often use tailored novation, assumption, accession, or tripartite transfer documents for key contracts rather than relying on one generic closing memorandum.
Transfer of an enterprise or pool of assets and liabilities: Article 202
Article 202 addresses a different, but closely related, issue: the takeover of an enterprise or pool of assets together with assets and liabilities. It provides that a person who acquires an estate or an enterprise with its assets and liabilities becomes liable to the creditors of that estate or enterprise starting from the date the takeover is notified to creditors or, for commercial enterprises, announced in the Trade Registry Gazette. For non-commercial cases, announcement in a newspaper distributed throughout Türkiye is contemplated. Article 202 also states that the former debtor remains jointly and severally liable with the transferee for two years, and that this period runs from notification or announcement for due debts, and from maturity for debts becoming due later. If the notification or publication duty is not fulfilled by the transferee, the two-year period does not start running.
This rule is highly significant for Turkish asset acquisitions because it shows that the law distinguishes between a mere internal allocation of liabilities and a legally effective enterprise takeover vis-à-vis creditors. Article 202 does not by itself replace Article 205 for every commercial contract, but it does create an important creditor-protection framework when an enterprise or asset pool with liabilities is taken over as a whole. In practical terms, it reduces the idea that an asset sale is always a simple cherry-picking exercise free from legacy exposure. If the transferred package includes the business and its liabilities, statutory effects arise once the required notice or publication is made.
A second practical consequence is that sellers should not assume immediate clean release. Even after the transfer is properly announced, the former debtor remains jointly liable for two years. This statutory tail is commercially important and often explains why Turkish sellers still negotiate indemnity protection, escrow arrangements, or covenant packages in addition to the statutory framework. The law gives the buyer and seller a structured transition, not an instant erasure of the seller’s exposure.
Contract transfer is not the same as enterprise takeover
A common drafting mistake in Turkish asset acquisitions is to assume that Article 202 makes separate contract transfer work unnecessary. That is too broad. Article 202 governs the effect of taking over an enterprise or asset pool with assets and liabilities and sets out the transferee’s liability toward creditors after notification or publication. Article 205, by contrast, specifically governs transfer of contract and requires the participation, prior consent, or later approval of the remaining contractual party. The safer legal reading is therefore that Article 202 helps address enterprise-level liability transition, while Article 205 remains central when the objective is to replace the seller with the buyer as the contractual counterparty under a specific bilateral commercial contract.
For M&A execution, this means the parties should separate their workstreams. One workstream identifies whether the transaction is an enterprise takeover that triggers Article 202 notice and two-year joint liability. Another workstream identifies which specific commercial agreements require contract-transfer consents under Article 205. Failing to separate those analyses can leave the parties with a false sense that a business transfer announcement solved every contractual issue. Under Turkish law, it usually does not.
Employment contracts are a special category
Employees are not transferred through ordinary Article 205 mechanics in the same way as commercial supply or customer contracts. Article 6 of the Turkish Labour Act provides that where, due to a legal transaction, a workplace or part of it is transferred to another person, the employment contracts existing on the transfer date pass to the transferee with all rights and obligations involved, and seniority-based rights are calculated by reference to the employee’s original commencement date. The same article also makes transferor and transferee jointly liable for certain pre-transfer obligations and states that neither party may terminate employment solely because of the transfer.
This is important because it illustrates that Turkish law has special regimes for certain relationships. In a commercial asset acquisition, most customer and supplier contracts usually need Article 205-type analysis, while employment contracts move under the specific workplace-transfer rule of labor legislation. As a result, the contract-transfer chapter of the due diligence should always distinguish commercial operating contracts from employee relationships. Treating them as one undifferentiated pool is legally inaccurate in Turkey.
Practical categories of contracts in Turkish asset deals
From a practical perspective, Turkish buyers usually sort contracts into four categories. The first consists of freely assignable receivables, where Articles 183 and 184 may be enough if no contractual restriction exists. The second consists of obligations or liabilities, where creditor consent under Articles 195 and 196 becomes central. The third consists of full bilateral operating contracts, such as supply, customer, distribution, service, and lease arrangements, where Article 205 is the main tool and the remaining party’s consent often matters. The fourth consists of relationships governed by special law, such as employment, regulated permits, or other sector-specific authorizations, where separate statutory rules may override ordinary contract-transfer assumptions.
This classification is not stated in one Turkish statute as a ready-made M&A checklist. It is an inference drawn from the structure of the Code and from the way Turkish law distributes receivables, debts, contracts, and enterprise transfers across different provisions. But it is a highly useful inference for asset acquisitions because it converts abstract code rules into a workable closing strategy.
Why due diligence must focus on consent and form
Because Turkish law ties contract transfer to the underlying legal mechanism, due diligence in an asset acquisition should focus heavily on two questions: Is consent needed? and What form is required? Article 205 expressly ties contract transfer to the transferred contract’s form, while Articles 183 and 184 require written form for receivables assignment and Article 196 requires a creditor-facing agreement for external debt assumption. This means that closing readiness depends not only on identifying key contracts, but also on identifying the exact legal path for moving them.
A practical Turkish contract-transfer checklist should therefore test whether the underlying agreement prohibits assignment, requires prior written approval, contains change-of-control or anti-transfer language, or was executed in a form that will need to be replicated. For major operating contracts, the buyer should identify early whether tripartite documentation will be needed. For debt-heavy or burdened contracts, the seller should identify whether creditor release is realistically available. And for enterprise-wide transfers, the parties should decide whether Article 202 notice or Gazette announcement will be used and how they will manage the seller’s two-year joint-liability tail.
Merger control can still matter in asset acquisitions
Even if the parties solve the contract-transfer mechanics, the transaction may still raise competition-law issues. The Turkish merger-control communiqué states that the acquisition of direct or indirect control over all or part of one or more undertakings through the purchase of shares or assets, by contract or by other means, can constitute an acquisition requiring authorization if there is a permanent change in control. The Competition Authority’s 2025 overview report further states that Board authorization is required when the current turnover thresholds are met, including where the target asset or business in an acquisition has Turkish turnover exceeding TRY 250 million and another transaction party has global turnover exceeding TRY 3 billion, or where total Turkish turnover and the two-party local thresholds are met.
This matters because a Turkish asset deal can therefore face two parallel closing issues: first, the private-law problem of moving commercial contracts correctly; second, the public-law problem of obtaining merger clearance if the acquired asset package amounts to control over all or part of an undertaking and the thresholds are crossed. An asset acquisition is not legally “lighter” simply because no shares change hands. In some cases, it is more complicated.
Conclusion
The transfer of commercial contracts in Turkish asset acquisitions is governed by a set of distinct legal tools rather than by a single automatic-transfer rule. Receivables may often be assigned without debtor consent unless law, contract, or the nature of the relationship prevents it, but the assignment must be in writing. Debts cannot simply be shifted away from the seller by internal agreement alone; creditor-facing consent is central if the seller is to be released. A full transfer of contract usually requires a tripartite arrangement or prior/subsequent approval from the remaining contractual party, and the form of the transfer follows the form of the original contract. Where an enterprise or asset pool with liabilities is taken over, Article 202 adds a separate creditor-protection regime based on notice or publication and preserves the seller’s joint liability for two years.
For buyers and sellers, the practical lesson is clear. In Turkey, an asset acquisition should never be documented as though the contracts will simply come along for free. The deal team should identify which relationships are moved by receivables assignment, which require creditor consent, which require full contract-transfer documents, which fall under special statutory regimes such as employment law, and whether the asset package itself triggers Competition Board review. The most successful Turkish asset deals are usually the ones that treat contract transfer not as an annex, but as the legal heart of the transaction.
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