Introduction

Foreign entrepreneurs entering the Turkish market are frequently offered an apparently convenient alternative to establishing a new company: purchasing a ready-made, shelf, dormant or already incorporated Turkish company.

The commercial argument often sounds attractive.

Instead of dealing with incorporation procedures, the investor is told that the company already has:

• a Turkish trade registry registration;
• a tax number;
• articles of association;
• registered capital;
• a corporate history;
• accounting records;
• possibly a bank account;
• and sometimes existing licences, contracts or commercial relationships.

The investor simply purchases the shares, changes the management and begins operating.

Legally, however, this transaction can carry substantially more risk than establishing a new company.

A “ready-made company” is not a special type of company under Turkish law. It is simply an existing Turkish legal entity whose shares are being acquired by a new investor. Depending on its structure, the company may be a limited liability company (limited şirket – Ltd. Şti.) or a joint stock company (anonim şirket – A.Ş.).

When an investor buys the shares of an existing company, the company itself does not disappear and a new legal entity is not created.

The same company continues to exist.

This means its assets remain in the company—but so do its historical liabilities.

The investor may therefore indirectly acquire exposure to:

• unpaid taxes;
• social security premium debts;
• employee claims;
• pending lawsuits;
• enforcement proceedings;
• bank loans;
• guarantees;
• mortgages and pledges;
• commercial disputes;
• defective accounting records;
• regulatory investigations;
• unpaid share capital;
• hidden related-party transactions;
• tax audits;
• data protection violations; and
• other obligations created years before the investor became a shareholder.

For purchasers of Turkish limited liability companies, the risk can be even more serious. Article 35 of Law No. 6183 provides that limited company shareholders may become personally responsible, in proportion to their capital shares, for public receivables that cannot be collected from the company. Even more importantly for a purchaser, where a limited company share is transferred, the transferor and transferee may be jointly liable under the statutory conditions for public debts relating to the period before the transfer.

Accordingly, purchasing an old Turkish company for convenience without conducting legal, financial and tax due diligence can create a highly disproportionate risk.

This article explains the legal risks of buying a ready-made company in Turkey in 2026, what foreign investors should investigate before signing a share purchase agreement, how limited company acquisitions differ from joint stock company acquisitions, what protections should be included in the acquisition contract and when establishing a new company may be legally safer than acquiring an existing entity.

1. What Is a Ready-Made Company in Turkey?

The terms ready-made company, shelf company, off-the-shelf company and dormant company are commercial expressions rather than separate company forms under Turkish law.

In practice, the seller normally offers shares in an already incorporated:

• limited liability company; or
• joint stock company.

The company may have been established only recently and never used.

Alternatively, it may have operated for several years and later become inactive.

These two scenarios carry completely different risk levels.

A company incorporated six months ago that genuinely conducted no transactions may present relatively limited historical exposure.

A company that operated for ten years, employed workers, issued invoices, imported goods, borrowed from banks and later became dormant can contain substantial hidden liabilities.

The investor should therefore never rely solely on descriptions such as:

“The company is clean.”

or:

“The company is inactive.”

“Dormant” does not necessarily mean “liability-free.”

2. Is It Legal for Foreigners to Buy an Existing Turkish Company?

Yes.

Turkey’s foreign direct investment regime generally allows foreign individuals and foreign legal entities to acquire shares in existing Turkish companies.

Foreign investors may generally acquire:

• minority interests;
• controlling stakes;
• or 100% ownership,

subject to special legislation applicable to regulated sectors.

Turkey’s foreign direct investment system generally operates on an equal-treatment and notification basis rather than imposing a universal approval requirement on all foreign investments. Invest in Türkiye’s current legal guidance confirms that foreign investors may acquire shares in existing Turkish entities, subject to exceptions for regulated sectors.

Therefore, a foreign investor may legally acquire a ready-made Turkish company.

The more important question is:

Should the investor acquire that particular company?

That requires due diligence.

3. Buying a Company Is Not the Same as Establishing a New Company

This distinction is fundamental.

When a foreign investor establishes a new company, the company normally begins its legal life without historical commercial liabilities.

When the investor purchases shares in an existing company, the company remains the same legal entity.

Suppose a Turkish company has existed since 2020.

A foreign investor purchases 100% of its shares in September 2026.

The company does not legally become a new company in September 2026.

It remains the company established in 2020.

Consequently, debts arising from:

• 2020;
• 2021;
• 2022;
• 2023;
• 2024;
• 2025; or
• before the acquisition in 2026

may remain debts of the same company after closing.

Changing the shareholder does not erase the company’s legal history.

4. The Biggest Risk: Hidden Tax Debts

Tax exposure is one of the first matters that should be investigated when purchasing an existing Turkish company.

Historical liabilities may arise from:

• corporate income tax;
• VAT;
• withholding tax;
• payroll taxes;
• stamp tax;
• provisional tax;
• customs duties;
• transfer pricing;
• related-party transactions;
• tax penalties;
• late-payment interest; and
• tax inspections.

A company may appear to have no immediately payable tax debt while still being subject to a future tax assessment concerning earlier years.

For example, an audit started after acquisition could challenge invoices issued three years before the purchaser acquired the company.

The fact that the new shareholder had no involvement in those transactions does not mean the tax liability disappears from the company.

Therefore, due diligence should examine not merely an online “tax debt certificate” but also:

• previous corporate tax returns;
• VAT returns;
• withholding returns;
• trial balances;
• tax audit history;
• related-party transactions;
• pending tax inspections;
• disputed assessments; and
• potentially aggressive tax practices.

5. Special Danger When Buying a Turkish Limited Company: Personal Liability for Public Debts

A particularly important risk exists when buying shares in a limited liability company.

Ordinary company debts are generally liabilities of the company itself.

However, Turkish public receivables law contains a separate regime.

Article 35 of Law No. 6183 provides that shareholders of a limited company may be directly responsible, in proportion to their capital share, for public receivables that cannot be completely or partially collected from the company or are understood to be uncollectible from it.

This means the expression “limited liability company” should not be interpreted as meaning that a shareholder can never face personal exposure.

The issue becomes even more significant in a share acquisition.

Article 35 further provides that where a shareholder transfers the capital share, the person transferring the share and the person acquiring it are jointly responsible under the statutory rule for public receivables relating to the period before the transfer.

For a foreign investor, this is a critical due diligence point.

Example

A foreign investor purchases 100% of a Turkish limited liability company on 1 September 2026.

The company previously accumulated unpaid public debts.

The investor may believe:

“These debts arose before I purchased the company, so they cannot affect me personally.”

That assumption may be incorrect.

The statutory public-debt regime applicable to limited company shareholders must be analysed separately.

This is one of the strongest reasons why buying an old limited company without professional tax and legal due diligence can be significantly riskier than simply incorporating a new company.

6. Becoming a Manager Creates Additional Exposure

The foreign purchaser may not merely become a shareholder.

Frequently, immediately after acquisition, the purchaser is also appointed:

• manager of a limited company; or
• member of the board of directors of a joint stock company.

This changes the risk analysis.

Under Turkish public receivables legislation, legal representatives can face separate liability for certain public debts under Article 35 bis of Law No. 6183.

The Revenue Administration explains that limited company shareholders may be pursued proportionally under Article 35, while legal representatives are evaluated under the separate legal-representative liability regime.

Similarly, social security legislation can impose liability on senior managers and authorised representatives in certain circumstances.

An investor should therefore understand the difference between:

shareholder liability

and

manager/director liability.

Becoming both owner and legal representative may substantially increase personal exposure.

7. Social Security and SGK Debts

A ready-made company may also contain substantial liabilities owed to the Turkish Social Security Institution, commonly known as SGK.

Risks may arise from:

• unpaid social security premiums;
• employees who were not properly registered;
• salaries reported below their actual level;
• incorrect workplace classifications;
• unlawful use of employment incentives;
• subcontractor arrangements;
• occupational accidents; and
• penalties arising from historical employment practices.

Official SGK materials also recognise the separate liability framework applicable to limited company shareholders and senior managers for relevant public and social security receivables.

A company that had 100 employees five years ago but has no employees today should therefore not automatically be regarded as risk-free.

Historical SGK exposure may still matter.

8. Employee Claims Can Survive the Share Acquisition

A share acquisition does not terminate employees’ employment contracts because the legal employer remains the same company.

This means the company may continue to face liability for historical:

• severance pay;
• notice pay;
• overtime;
• annual leave;
• holiday pay;
• wage claims;
• workplace discrimination;
• reinstatement proceedings;
• workplace accidents; and
• occupational disease claims.

A buyer should determine:

• how many current employees exist;
• how many employees left in recent years;
• whether severance liabilities were correctly settled;
• whether termination settlements were signed;
• whether employee litigation exists; and
• whether senior executives have special contractual entitlements.

An apparently inexpensive shelf company may therefore carry employment liabilities substantially exceeding the purchase price.

9. Pending Lawsuits and Enforcement Proceedings

Another major risk is undisclosed litigation.

The company may currently be:

• claimant;
• defendant;
• debtor in enforcement proceedings;
• creditor in enforcement proceedings;
• party to arbitration;
• subject to administrative proceedings; or
• involved in criminal investigations affecting its business.

The investor should not rely exclusively on the seller’s statement that:

“There are no lawsuits.”

Independent review should include, where legally and practically available:

• UYAP litigation information;
• enforcement files;
• court judgments;
• arbitration notices;
• demand letters;
• settlement agreements; and
• threatened claims.

A dispute may exist even before formal proceedings are filed.

For this reason, the seller should also be required to disclose threatened or reasonably anticipated disputes.

10. Bank Loans May Continue After the Acquisition

Purchasing the shares does not automatically terminate the company’s bank loans.

The company may have:

• term loans;
• revolving facilities;
• overdrafts;
• corporate credit cards;
• factoring arrangements;
• leasing agreements;
• letters of guarantee;
• foreign currency loans; or
• shareholder financing.

The purchaser should obtain and review all financing agreements.

Particular attention should be given to change-of-control clauses.

A credit agreement may state that if control of the borrower changes without the bank’s permission, the bank may:

• terminate the facility;
• accelerate the debt;
• demand additional collateral; or
• declare an event of default.

Therefore, even where the investor is willing to assume the company’s existing bank debt, the bank itself may need to approve the ownership change.

11. Hidden Guarantees Can Be More Dangerous Than Ordinary Debt

A ready-made company may appear to have little bank debt but still have issued substantial guarantees.

For example, the company may previously have guaranteed debts of:

• its former shareholder;
• another group company;
• a sister company;
• a supplier;
• a customer; or
• a related party.

The guarantee may not produce an immediate payable liability.

It becomes dangerous when the principal debtor defaults.

Therefore, due diligence should investigate:

• guarantees;
• surety arrangements;
• avals;
• letters of guarantee;
• pledges;
• mortgages;
• share pledges;
• receivables assignments; and
• other security interests.

The purchaser should specifically request written confirmation of all contingent liabilities.

12. Historical Shareholder Transactions Should Be Investigated

Many closely held Turkish companies conduct extensive transactions with their shareholders.

These may include:

• shareholder loans;
• payments to related companies;
• transfer of company funds to founders;
• company payment of personal expenses;
• undocumented receivables;
• asset transfers;
• dividend-like withdrawals;
• management fees; or
• related-party sales.

These transactions can create:

• tax exposure;
• transfer pricing risk;
• capital-maintenance issues;
• creditor claims;
• shareholder disputes; and
• accounting irregularities.

A foreign purchaser should therefore analyse the balance-sheet accounts involving shareholders and related parties.

An unexplained large “due from shareholders” balance is a potential warning sign.

13. Unpaid Share Capital Must Be Checked

The Trade Registry may show a nominal company capital amount, but the purchaser must determine how much has actually been paid.

This issue is particularly important in 2026.

The minimum capital requirements were increased to:

• TRY 50,000 for limited liability companies;
• TRY 250,000 for ordinary joint stock companies; and
• TRY 500,000 initial capital for non-public joint stock companies using the registered capital system.

Existing companies below the new minimum must increase their capital by 31 December 2026, failing which they risk being deemed dissolved under the statutory transitional rule.

This creates a particularly important due diligence question for anyone purchasing an old or shelf company during 2026:

Does the target company satisfy the new minimum capital requirement?

A seller may offer an old limited company with TRY 10,000 registered capital because that amount was historically sufficient.

The purchaser may then discover that an immediate capital increase is necessary to avoid serious corporate consequences.

14. The Share Transfer Itself May Be Defective

The investor must also verify that the seller legally owns the shares being sold.

This can be surprisingly complicated.

Potential problems include:

• incomplete earlier transfers;
• missing shareholder approvals;
• incorrect share ledger entries;
• unregistered inheritance transfers;
• disputed share certificates;
• pledges over shares;
• previous preliminary transfer agreements;
• nominee arrangements; and
• inconsistent Trade Registry records.

For limited liability companies, the Ministry of Trade identifies a formal transfer process generally involving:

1. execution of the share transfer agreement;
2. notarisation;
3. general assembly approval unless the articles provide otherwise; and
4. registration and announcement formalities.

A purchaser should therefore trace the seller’s legal title rather than merely checking the seller’s name in one document.

15. Buying a Limited Company and Buying a Joint Stock Company Are Not the Same

The acquisition procedure varies according to company type.

Limited Liability Company

A limited company’s share transfer is relatively formal.

The investor should review:

• notarised transfer documents;
• articles of association;
• general assembly approval;
• share ledger;
• Trade Registry filing; and
• public debt exposure.

Joint Stock Company

Joint stock company shares are generally more freely transferable.

The Ministry of Trade confirms that ordinary A.Ş. share transfers are generally not universally subject to Trade Registry registration and announcement, although different rules can apply depending on the share form and corporate circumstances.

The purchaser should determine whether shares are:

• registered;
• bearer;
• certificated;
• uncertificated; or
• electronically monitored through MKK.

The acquisition mechanics should then be structured accordingly.

16. Statutory Books May Be Missing or Improper

The purchaser should examine the company’s corporate books.

Depending on the company type, these may include:

• share ledger;
• general assembly meeting and negotiation book;
• board decision book;
• manager decision book; and
• statutory accounting books.

From 1 January 2026, newly incorporated companies are required to maintain certain corporate books through the Electronic Commercial Book System, including the share ledger and general assembly meeting and negotiation book.

A ready-made company incorporated before 2026 may have a different historical book structure.

The buyer should confirm that:

• books exist;
• opening and closing certifications were completed where required;
• shareholder records are consistent;
• corporate resolutions were properly recorded; and
• no unexplained gaps exist.

Defective corporate records can create problems years later in shareholder, tax or regulatory disputes.

17. Licences May Not Survive a Change of Control

One commercial reason to buy an existing company rather than establish a new one may be that the target already has licences or regulatory approvals.

However, the investor must verify whether those licences remain valid after the ownership change.

Certain regulated industries may require:

• prior consent;
• post-closing notification;
• approval of new shareholders;
• fit-and-proper review;
• minimum capital compliance; or
• regulatory clearance.

This can apply in industries such as:

• financial services;
• insurance;
• payment services;
• energy;
• broadcasting;
• telecommunications;
• aviation;
• healthcare; and
• other regulated businesses.

A buyer should therefore never pay a premium for a company merely because it “has a licence” without confirming that the licence will remain usable after the acquisition.

18. Customer and Supplier Contracts May Contain Change-of-Control Clauses

Even ordinary commercial agreements may become problematic.

Major contracts may provide that a change in ownership allows the counterparty to:

• terminate;
• require consent;
• renegotiate;
• suspend supply;
• demand security; or
• accelerate payments.

This can be particularly damaging where the investor is buying the company because of one important contract.

Example

A foreign investor pays EUR 3 million for a Turkish distributor because the distributor has an exclusive ten-year agreement with a global manufacturer.

After acquisition, the manufacturer terminates the agreement because the contract required prior consent for a change of control.

The investor may have purchased the company but lost the principal economic reason for the acquisition.

Material contracts must therefore be reviewed before closing.

19. Intellectual Property May Not Actually Belong to the Company

Technology and consumer businesses frequently rely heavily on:

• trademarks;
• software;
• patents;
• designs;
• websites;
• domain names;
• databases; and
• copyrights.

The purchaser should confirm legal ownership.

A common problem in founder-owned companies is that:

• the trademark belongs personally to the founder;
• software was developed by freelancers without proper IP assignment;
• the domain is registered in an employee’s name;
• source code is controlled by an outside developer; or
• licences cannot be transferred.

Buying the company does not automatically transfer assets that the company never legally owned.

20. KVKK and Data Protection Liabilities

Where the company processes personal data, the purchaser should review compliance with Turkish data protection legislation, particularly Law No. 6698 on the Protection of Personal Data.

Historical problems may include:

• unlawful collection of data;
• missing privacy notices;
• improper marketing consent;
• unlawful international transfers;
• insufficient security measures;
• processing of sensitive data;
• historical data breaches; and
• non-compliant processor relationships.

The acquisition does not automatically erase earlier data protection violations.

This is particularly important when purchasing:

• SaaS businesses;
• clinics;
• health tourism companies;
• e-commerce businesses;
• fintech businesses;
• digital marketing companies; or
• businesses holding large customer databases.

21. Accounting Records Can Hide Serious Problems

A company’s balance sheet should never be accepted without examination.

Potential accounting warning signs include:

• unusually large shareholder receivables;
• unexplained cash balances;
• old receivables that are not collectible;
• fictitious inventory;
• undocumented loans;
• large prepaid expenses;
• unusual related-party transactions;
• unpaid taxes;
• hidden factoring;
• missing provisions for litigation; and
• assets recorded at unrealistic values.

The legal purchaser should coordinate with financial and tax advisers.

A company advertised as having “TRY 100 million of assets” may have very little real recoverable value.

22. Fraudulent or High-Risk Historical Invoicing Is a Major Acquisition Risk

One of the most serious risks in purchasing an existing Turkish commercial company is discovering irregular historical invoices.

Due diligence should examine whether the company has been involved in:

• fictitious invoice schemes;
• misleading invoice arrangements;
• unusual supplier chains;
• suspicious VAT practices;
• invoices without genuine commercial activity; or
• transactions with high-risk counterparties.

These issues can create:

• tax assessments;
• tax-loss penalties;
• administrative sanctions;
• criminal investigations; and
• reputational damage.

Foreign purchasers should be especially cautious where an inactive company previously had unexpectedly high turnover.

A company that “no longer operates” may nevertheless carry serious historical exposure.

23. Real Estate and Lease Rights Must Be Verified

If the company owns real estate, the purchaser should examine:

• title deeds;
• mortgages;
• attachments;
• usufruct rights;
• zoning;
• leases;
• occupancy permits; and
• litigation.

If the business operates from leased premises, the lease should also be reviewed.

Important questions include:

• How long does the lease remain in force?
• Can rent increase substantially?
• Is there a change-of-control clause?
• Has rent been paid?
• Is an eviction case pending?
• Does the company have the required workplace licence?

The fact that a company is registered at an address does not mean it has a secure right to remain there.

24. Bank Accounts Are Not Necessarily Automatically Available to the New Owner

A ready-made company may be advertised as:

“Company with active Turkish bank account.”

This should be treated cautiously.

Banks apply ongoing:

• KYC;
• AML;
• beneficial ownership;
• sanctions; and
• risk-control procedures.

Following a share transfer, the bank may require information concerning:

• new ultimate beneficial owner;
• nationality;
• source of wealth;
• source of funds;
• business activity;
• expected international transactions; and
• management.

A bank may restrict transactions until updated compliance information is provided.

Therefore, purchasing an existing company does not guarantee uninterrupted banking access.

25. Foreign Investment Reporting Through E-TUYS

Where a foreign investor acquires shares in a Turkish company, foreign investment reporting requirements should also be considered.

The Ministry of Industry and Technology uses the Electronic Incentive Implementation and Foreign Capital Information System – E-TUYS for foreign investment reporting.

Current official Invest in Türkiye guidance identifies electronic forms covering:

• FDI Activity Information;
• FDI Capital Data; and
• FDI Share Transfer Data.

Accordingly, where a previously Turkish-owned company becomes foreign-owned through a share acquisition, E-TUYS compliance should form part of the closing and post-closing checklist.

Failure to handle post-closing compliance properly may create unnecessary regulatory problems.

26. Competition Authority Clearance May Be Required in Larger Acquisitions

For significant acquisitions, the investor must consider Turkish merger control.

A share acquisition resulting in a lasting change of control may require prior clearance if the applicable turnover thresholds are met.

Turkey materially revised its merger-control thresholds in 2026.

The Competition Authority announced that the relevant thresholds were increased, including increases from:

• TRY 250 million to TRY 1 billion;
• TRY 750 million to TRY 3 billion; and
• TRY 3 billion to TRY 9 billion

for the corresponding turnover tests under the revised regime.

Accordingly, larger ready-made company acquisitions should not close until the parties determine whether Competition Board authorisation is required.

A purchaser should also remember that control can sometimes arise even below 50% ownership if strategic veto rights create joint control.

27. The Seller’s Statements Are Not Enough: Conduct Due Diligence

A proper acquisition should include legal, tax and financial due diligence.

At minimum, legal due diligence should cover:

Corporate

• Trade Registry records;
• articles of association;
• shareholding;
• previous share transfers;
• statutory books;
• capital;
• management;
• signature authority;
• powers of attorney.

Tax

• tax returns;
• tax debts;
• audits;
• penalties;
• VAT;
• withholding;
• transfer pricing;
• customs exposure.

SGK and Employment

• premium debts;
• employee lists;
• employment agreements;
• severance exposure;
• litigation;
• workplace accidents.

Litigation

• lawsuits;
• enforcement proceedings;
• arbitration;
• administrative disputes;
• threatened claims.

Banking and Finance

• credit agreements;
• guarantees;
• security interests;
• factoring;
• leases;
• shareholder loans.

Commercial Contracts

• key customers;
• suppliers;
• distribution;
• agency;
• franchise;
• change-of-control provisions.

Assets

• real estate;
• vehicles;
• machinery;
• inventory.

Intellectual Property

• trademarks;
• software;
• patents;
• domains;
• licences.

Regulatory

• licences;
• permits;
• competition;
• sector-specific approvals.

Data Protection

• KVKK compliance;
• privacy documentation;
• data transfers;
• security incidents.

The goal is not merely to discover whether liabilities exist.

The goal is to determine how the discovered risks should affect the purchase price and contractual structure.

28. What Should Be Included in the Share Purchase Agreement?

The Share Purchase Agreement – SPA is essential.

It should go far beyond saying:

“Seller transfers 100% of the company for EUR 500,000.”

A properly negotiated SPA may include:

• precise identification of shares;
• purchase price;
• payment method;
• closing conditions;
• regulatory approvals;
• seller warranties;
• tax warranties;
• specific indemnities;
• litigation disclosures;
• escrow;
• holdback;
• price adjustment;
• liability caps;
• claim periods;
• non-compete;
• confidentiality;
• management transition;
• document delivery;
• governing law;
• jurisdiction or arbitration.

The seller’s historical conduct should be contractually allocated.

29. Seller Warranties Are Critical

The seller should generally warrant that specified statements are true.

Typical warranties may cover:

• valid ownership of shares;
• absence of undisclosed share pledges;
• accuracy of company accounts;
• absence of undisclosed liabilities;
• payment of taxes;
• SGK compliance;
• employee liabilities;
• licences;
• intellectual property;
• material contracts;
• litigation;
• regulatory compliance;
• related-party transactions.

If the warranty proves false, the purchaser may seek damages subject to the SPA.

Without warranties, the buyer may be left with substantially weaker remedies.

30. Specific Indemnities Should Be Used for Known Problems

A warranty addresses general factual assurances.

An indemnity can allocate a specifically identified risk.

For example, due diligence discovers an ongoing tax audit covering 2023–2024.

The SPA could provide that:

The seller shall indemnify the purchaser and the target company for all taxes, penalties, interest and costs arising from the identified historical tax investigation.

The same structure can be used for:

• employee litigation;
• SGK inspections;
• customs disputes;
• pending customer claims;
• environmental issues; or
• regulatory investigations.

Known problems should not simply be left to general wording.

31. Escrow and Purchase Price Holdback Can Protect the Foreign Buyer

A foreign purchaser should seriously consider whether the entire purchase price should be paid directly to the seller on closing.

Suppose the company price is EUR 2 million.

The parties might agree:

• EUR 1.5 million at closing;
• EUR 500,000 retained in escrow for 18–24 months.

If an agreed historical liability appears, the escrow can provide a practical recovery mechanism.

This may be particularly important where the seller intends to leave Turkey after the acquisition.

A contractual claim is valuable only if the defendant has assets from which the judgment can be collected.

32. Conditions Precedent Should Be Completed Before Closing

Important matters should be completed before the purchaser becomes owner.

Possible closing conditions include:

• Competition Authority approval;
• sectoral regulatory consent;
• bank approval;
• termination of related-party guarantees;
• settlement of specified tax debts;
• release of share pledges;
• delivery of licences;
• resignation of existing managers;
• capital increase;
• transfer of intellectual property;
• landlord consent; or
• customer change-of-control consent.

The purchaser should avoid paying the full purchase price first and attempting to resolve major defects later.

33. Ready-Made Company or New Company: Which Is Safer?

From a purely legal-risk perspective, establishing a new company may often be safer where there is no genuine commercial reason to acquire an existing entity.

A ready-made company may make sense if the purchaser is acquiring valuable assets such as:

• a recognised brand;
• regulatory licence;
• important contracts;
• customer portfolio;
• employees;
• distribution network;
• production facilities;
• intellectual property; or
• operating history.

However, if the investor wants only:

• a Turkish tax number;
• company registration;
• corporate identity; and
• the ability to start new operations,

purchasing an old company may provide limited benefit while creating unnecessary historical exposure.

The supposed time saving should therefore be weighed against the cost of:

• due diligence;
• SPA negotiations;
• seller warranties;
• tax analysis;
• public debt risk; and
• post-acquisition restructuring.

34. Practical Example: Buying a Ready-Made Limited Company in Istanbul

Assume a foreign entrepreneur is offered an Istanbul limited company incorporated in 2019.

The seller asks EUR 25,000 for the company and states:

“The company is clean, has a tax number, historical turnover and no current activity.”

Before buying, legal and financial due diligence reveals:

• TRY 10,000 old registered capital;
• no capital increase yet completed;
• historical SGK liabilities;
• a pending employee lawsuit;
• a tax inspection concerning previous invoices;
• one bank guarantee still outstanding;
• large unexplained shareholder receivables;
• incomplete share ledger records; and
• a disputed commercial receivable.

The purchaser originally believed he was buying a convenient “ready company.”

In reality, he would be buying a bundle of historical legal risks.

In addition, because the target is a limited company, the statutory public receivable rules applicable to the transferee require special attention.

In this situation, establishing a new limited company may be far safer unless the old company contains commercially valuable rights that justify the risk.

Frequently Asked Questions About Buying a Ready-Made Company in Turkey

Can foreigners buy an existing Turkish company?

Yes. Foreign individuals and foreign legal entities may generally acquire shares in Turkish companies, subject to regulated-sector rules and other applicable legislation.

Is buying a ready-made company legal in Turkey?

Yes. The transaction is legally a share acquisition in an already established company. “Ready-made company” is a commercial description rather than a separate statutory company type.

Does changing shareholders erase old company debts?

No. The legal entity continues to exist and its historical liabilities generally remain with it.

Can a new shareholder become responsible for old tax debts?

The company itself remains responsible for historical tax liabilities. In addition, purchasers of limited company shares must carefully consider Article 35 of Law No. 6183, which contains specific personal liability rules concerning public receivables and share transfers.

Is buying a limited company riskier than buying an A.Ş.?

The risk structures differ. Limited company shareholders face a specific statutory public-receivable liability regime that requires particular attention.

What happens to old employee liabilities?

Because the employer company remains the same entity in a share transaction, historical employment liabilities generally remain within the company.

Should I check SGK debts?

Yes. SGK liabilities and historical employment compliance should form a core part of acquisition due diligence.

Must the company increase its capital in 2026?

Existing limited and joint stock companies below the current statutory minimum must generally increase capital by 31 December 2026 under the current transitional rule or face the statutory dissolution consequence.

What are the current minimum capital amounts?

Currently, the general statutory minimum is TRY 50,000 for limited companies and TRY 250,000 for ordinary joint stock companies.

Does buying a limited company require a notary?

The Ministry of Trade identifies notarisation of the limited company share transfer agreement, together with the applicable corporate approval and registration process, as part of the statutory transfer procedure.

Do foreign investors have additional reporting obligations?

Companies with foreign shareholders are subject to relevant E-TUYS foreign direct investment reporting requirements, including share-transfer information.

Can the seller simply promise that the company has no debts?

A seller warranty is useful but should not replace independent due diligence.

What is the best protection against undisclosed liabilities?

A combination of due diligence, detailed representations and warranties, specific indemnities, escrow or holdback and appropriate liability provisions in the SPA.

Is a tax debt certificate enough?

No. It may identify certain existing liabilities but cannot necessarily eliminate exposure arising from later tax audits concerning historical periods.

Can I buy a ready-made company just to open a Turkish bank account?

This can be commercially and legally inefficient. Banks perform their own KYC and beneficial ownership reviews after ownership changes, so purchasing an existing company does not guarantee banking access.

Is it better to establish a new Turkish company?

Where the investor does not need the target’s existing contracts, licences, assets, customers or commercial history, a new company can often avoid many of the historical liability risks associated with a share acquisition.

Conclusion: Never Buy a Ready-Made Turkish Company Without Due Diligence

Buying a ready-made company in Turkey can sometimes be commercially sensible.

An existing company may provide valuable:

• licences;
• employees;
• contracts;
• customers;
• intellectual property;
• operating infrastructure;
• distribution rights; or
• market history.

However, where the investor is purchasing the company merely to save time on incorporation, the legal disadvantages may substantially outweigh the convenience.

The most important legal principle is simple:

When you buy the shares, you buy an interest in the same company—with its history.

The company’s previous tax obligations do not disappear.

Its employee liabilities do not disappear.

Its contracts remain.

Its lawsuits remain.

Its loans and guarantees remain.

Its regulatory history remains.

Its accounting records remain.

For purchasers of Turkish limited liability companies, the issue is even more serious because Article 35 of Law No. 6183 creates a specific statutory regime under which shareholders may face personal exposure for uncollectible public receivables in proportion to their shares, and transferors and transferees can be jointly liable under the statutory conditions for pre-transfer public debts.

In 2026, buyers should also verify whether an old company satisfies Turkey’s increased minimum capital rules. Companies below the new statutory levels face a 31 December 2026 deadline to increase their capital under the current transitional framework.

A foreign investor considering the purchase of an existing Turkish company should therefore follow a structured acquisition process:

identify the target → sign confidentiality arrangements → conduct legal, tax and financial due diligence → identify historical liabilities → assess public debt exposure → verify share ownership → review contracts and licences → analyse regulatory and Competition Authority requirements → negotiate the purchase price → negotiate warranties and indemnities → establish escrow or holdback protection → satisfy conditions precedent → complete the legally valid share transfer → update management and corporate records → complete E-TUYS and other post-closing notifications.

The investor should also ask a fundamental commercial question:

What exactly am I paying to acquire?

If the answer is merely:

“An already registered Turkish company,”

then incorporating a new company may often be the cleaner option.

If the answer is:

“A functioning business with valuable contracts, assets, licences, customers and market position,”

then an acquisition may be commercially justified—but only after comprehensive due diligence and carefully negotiated contractual protection.

The correct objective is therefore not simply to buy a company in Turkey.

It is to acquire a legally verified business at a purchase price that properly reflects its assets, liabilities and risks.

For foreign investors, professional due diligence conducted before signing and closing can prevent one of the most expensive mistakes in cross-border investment: purchasing a seemingly convenient Turkish company and discovering afterwards that its hidden liabilities are worth more than the company itself.

This article reflects Turkish legislation and official administrative guidance available as of August 2026. It is intended for general informational purposes only and does not constitute transaction-specific legal, tax, accounting or investment advice. The legal risks of acquiring a particular Turkish company should be assessed through company-specific legal, financial and tax due diligence before signing or completing the acquisition.