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 Turkish Patent and Trademark Office (TÜRKPATENT) database.
The official trademark search system allows searches by trademark name, applicant and registration information.
The investor should verify:
- who owns the trademark;
- whether the registration is still valid;
- which goods and services are protected;
- whether any opposition or cancellation process exists; and
- whether the trademark is registered in the company’s name.
A common problem is that the company uses a valuable brand that is actually registered personally in the name of its founder.
Buying the company shares would not necessarily solve this ownership problem.
2. Check Patents and Utility Models
If the company develops technology or manufactures products, its patents and utility models should also be investigated.
TÜRKPATENT provides an official database where patent applications and registrations can be searched and tracked.
The investor should confirm:
- the patent owner;
- application and registration numbers;
- current legal status;
- remaining protection period;
- licence agreements; and
- whether the patent is subject to any dispute or security interest.
3. Verify Domain Name Ownership
A company may operate under a valuable website but the domain name may be registered personally by a shareholder, employee or web developer.
For “.tr” domain names, TRABİS operates the central Turkish domain-name system and provides a domain-name inquiry service.
Before closing the transaction, the investor should identify:
- the domain holder;
- registrar information;
- renewal status;
- administrative access; and
- whether the domain can be transferred.
For international extensions such as .com, .net or .org, the relevant registrar records should also be checked.
4. Do Not Forget Software and Websites
Technology companies may depend heavily on software, mobile applications or website infrastructure.
The buyer should determine whether software was:
- developed by employees;
- developed by freelancers;
- purchased from another company; or
- licensed from a third party.
The existence of the software does not automatically mean that all intellectual property rights belong to the company.
Development and copyright assignment agreements should therefore be reviewed.
5. Check Social Media and Digital Accounts
Digital assets may also include:
- Instagram accounts;
- YouTube channels;
- Google Business profiles;
- e-commerce accounts;
- online marketplace accounts;
- mobile application accounts; and
- advertising accounts.
Access rights, ownership and transferability should be confirmed before the acquisition.
6. Include Intellectual Property Warranties in the Purchase Agreement
The Share Purchase Agreement should contain clear representations and warranties stating that:
- the company owns the disclosed intellectual property;
- there are no undisclosed third-party rights;
- trademarks and patents are valid;
- necessary licence fees have been paid;
- there are no known infringement disputes; and
- all important digital assets will remain under the company’s control after closing.
If an important trademark or domain belongs personally to the seller, its transfer should be made a condition of closing.
Conclusion
Before buying a Turkish company, a foreign investor should not assume that the company automatically owns the brand, patent, website or domain name it uses.
These assets should be independently verified through official records and contractual documentation.
The investor should ask:
Who owns the trademark?
Who owns the patent?
Who controls the domain name?
Does the company own its software?
Will all digital assets transfer with the business?
For some companies, these questions may be more important than the value of their physical assets.
This article provides general information and does not constitute legal advice. Intellectual property ownership should be reviewed individually as part of legal due diligence before an acquisition.
No Responses