Meta Description: A comprehensive legal guide to healthcare M&A in Turkey, covering acquisitions of private hospitals, medical centers and clinics, Ministry of Health licensing, ownership restrictions, facility transfers, physician requirements, health data, employees, real estate, Competition Authority clearance and post-closing compliance.
Introduction
Healthcare M&A is one of the most heavily regulated forms of corporate acquisition in Turkey.
A buyer acquiring an ordinary manufacturing company principally investigates ownership, contracts, employees, assets, liabilities and tax exposure. A buyer acquiring a hospital or medical center must examine all of these matters while also determining whether the healthcare institution can legally continue treating patients after the transaction closes.
This distinction is fundamental.
The commercial value of a private hospital does not arise only from its building, equipment and patient revenue. It may depend on its Ministry of Health licence, permitted bed capacity, physician positions, specialist branches, intensive care capacity, operating theatres, medical units, approved medical devices and other regulatory rights.
Consequently, an investor cannot safely value a healthcare business merely by applying an EBITDA multiple and reviewing historical financial statements.
The transaction must answer a more important question:
What exactly is the investor legally acquiring, and will the acquired healthcare business retain the regulatory capacity required to generate the revenue assumed in the valuation?
The regulatory environment has also changed substantially. A new Private Hospitals Regulation entered into force on 30 January 2025, a new Regulation on Private Healthcare Institutions Providing Outpatient Diagnosis and Treatment entered into force on 19 April 2025, and the Ministry of Health introduced a new Health Services Licensing Regulation on 11 November 2025. These rules are directly relevant to healthcare investment structures in 2026. (Antalya İli Sağlık Müdürlüğü)
Why Healthcare M&A Is Different
Healthcare companies operate simultaneously as commercial enterprises and regulated healthcare providers.
The buyer therefore acquires two interconnected structures.
The first is the corporate structure: shares, employees, real estate, contracts, debt, trademarks, receivables and other conventional business assets.
The second is the regulatory structure: healthcare licences, activity permits, physician positions, approved specialties, beds, medical units, technology-intensive devices and other Ministry-authorised capacities.
The second structure can sometimes be more valuable than the first.
A hospital building without the regulatory rights necessary to operate as a hospital may have dramatically less commercial value than the same property with a functioning healthcare business.
This means regulatory due diligence should begin at the same time as corporate due diligence rather than being treated as a final closing formality.
What Can Be Acquired?
A Turkish healthcare acquisition may be structured in several different ways.
The investor may purchase shares in the company operating the hospital. It may acquire the healthcare institution itself through a regulatory transfer. It may acquire particular assets while leaving the operating company with the seller. It may subscribe for newly issued shares through a capital increase. A strategic investor and physicians may also establish a joint investment structure where the relevant healthcare regulation permits it.
These structures are not legally equivalent.
A share acquisition generally leaves the licensed legal entity unchanged. By contrast, a transfer of the healthcare facility to a different licence holder requires the specific Ministry of Health procedures applicable to that institution.
This distinction should be established before the SPA is drafted.
Share Deal Versus Healthcare Facility Transfer
Suppose Company A owns and operates a licensed private hospital.
Investor B purchases 100% of the shares of Company A.
The company holding the hospital licence remains Company A; only its shareholders have changed.
This differs from a transaction in which Company A transfers the hospital to Company B and a new licence and activity permit must be issued in the new owner’s name.
The distinction matters because healthcare regulations contain specific provisions governing both changes in company ownership and direct transfers of healthcare institutions.
Under the 2025 Private Hospitals Regulation, where the shareholder structure of a private-law legal entity holding a hospital licence changes, the change must be notified to the Provincial Health Directorate within one month. The Regulation also prohibits certain persons with specified criminal convictions or public-service disqualifications from entering the ownership structure of entities holding hospital licences. (Antalya İli Sağlık Müdürlüğü)
An SPA should therefore make completion conditional on the buyer and proposed ownership structure satisfying the applicable healthcare eligibility requirements.
Acquisition of a Private Hospital
The 2025 Private Hospitals Regulation governs privately owned hospitals other than dental hospitals.
It permits private hospitals to be opened and operated by natural persons or private-law legal entities, subject to the regulatory eligibility requirements. The Regulation also defines the hospital licence as a Ministry-issued document showing, among other matters, the hospital owner, name, address and bed capacity. (Antalya İli Sağlık Müdürlüğü)
For M&A purposes, the licence should never be treated as merely another entry in an asset schedule.
The buyer should review the hospital’s licence together with its activity permit, because the actual healthcare activities that can be carried out depend on the authorised specialist branches, medical units, devices and capacity reflected in the regulatory documentation.
A hospital generating significant revenue from cardiology, oncology or advanced diagnostic services may be valued partly on regulatory capacity associated with those activities.
The buyer must verify that the rights reflected in the financial model actually appear in the regulatory records.
Direct Transfer of a Private Hospital
Article 13 of the 2025 Private Hospitals Regulation specifically regulates transfers of hospitals.
Where a private hospital is transferred to a person eligible under the Regulation, an application with the prescribed documents must be submitted to the Provincial Health Directorate within one month from the transfer.
Until the new licence and activity permit are issued in the transferee’s name, the hospital continues operating under the responsibility of the transferor. If the parties do not wish to continue under the transferor’s responsibility, activity must be suspended until the transferee receives the relevant documents.
If the transfer is approved, the Regulation states that the new licence and activity permit are issued for the new ownership within fifteen business days. (Antalya İli Sağlık Müdürlüğü)
These provisions should be reflected directly in the closing mechanics.
A commercial closing should not leave an unexplained period during which neither seller nor buyer clearly bears regulatory responsibility for patient services.
Regulatory Liabilities Can Follow the Hospital
A particularly important rule concerns historical regulatory deficiencies.
Under the 2025 Regulation, where shortcomings or regulatory non-compliance were identified during inspection, the transferee is deemed to assume the transferor’s responsibilities concerning those deficiencies.
Similarly, where hospital activity has already been suspended, the transferee must wait until the suspension period has expired. (Antalya İli Sağlık Müdürlüğü)
This is extremely important for healthcare due diligence.
A buyer cannot necessarily eliminate regulatory history merely by acquiring the institution through a new ownership structure.
Inspection reports, warnings, administrative sanctions and unresolved deficiencies should therefore receive the same attention as tax and litigation exposure.
Two-Year Restriction Following a Hospital Transfer
The current Private Hospitals Regulation also provides that a hospital acquired through the regulatory transfer procedure cannot be transferred again within two years. (Antalya İli Sağlık Müdürlüğü)
This provision can directly affect investment strategy.
A private equity investor contemplating a short-term acquisition and resale should determine whether the proposed transaction constitutes a transfer within Article 13 and whether the two-year restriction would affect the planned exit.
The regulatory transaction structure should therefore be considered together with the investment horizon.
New Hospitals and Existing Hospitals
Acquiring an operating hospital differs substantially from developing a new hospital.
Under the 2025 Regulation, newly opened private hospitals are generally required to satisfy detailed planning, physical, staffing and infrastructure requirements. The Regulation provides, among other requirements, that private hospitals generally open with at least 100 patient beds. Existing hospitals are subject to various transitional provisions. (Antalya İli Sağlık Müdürlüğü)
An investor comparing a greenfield investment with acquisition of an existing licensed hospital should therefore analyse the regulatory value of the existing operating platform.
In some circumstances, acquiring an existing institution may provide access to capacity that cannot simply be replicated by purchasing a building and medical equipment.
Health Services Licensing Has Changed
One of the most significant recent developments is the Health Services Licensing Regulation, published on 11 November 2025.
The Regulation establishes a planning and licensing system under which the Ministry may determine healthcare services and new private healthcare institution licences to be allocated, with certain licences awarded through an auction process.
The licence can relate not only to opening a healthcare institution but also to matters such as beds, specialist centers, units, medical devices, specialist branches and physician positions. (Antalya İli Sağlık Müdürlüğü)
For healthcare investors, this means regulatory capacity itself has become an even more important part of deal analysis.
A Health Services Licence Cannot Simply Be Purchased
The 2025 Health Services Licensing Regulation contains an especially important provision for M&A lawyers.
Article 27 states expressly that a licence issued under the Regulation cannot be transferred or combined.
The Regulation also states that possession of the licence alone does not grant the right to open and operate a healthcare facility. The licence holder must separately obtain the relevant healthcare institution licence or activity permit under the applicable sector regulation. (Antalya İli Sağlık Müdürlüğü)
This prevents a buyer from approaching a healthcare transaction as though a newly allocated health-services licence were a freely transferable commercial asset.
The investor must identify whether it is acquiring shares in the entity holding the relevant rights, acquiring an existing licensed institution under the permitted transfer rules or seeking new regulatory capacity through the Ministry’s planning framework.
Medical Centers Are Subject to Different Ownership Rules
The legal position changes significantly when the target is not a hospital but a tıp merkezi, or medical center.
The new Regulation on Private Healthcare Institutions Providing Outpatient Diagnosis and Treatment entered into force on 19 April 2025.
Under Article 7, a medical center may be opened by a physician authorised to practise independently, by a partnership of physicians and dentists, or by a legal entity in which physicians and dentists collectively hold at least 51% of the shares. (Antalya İli Sağlık Müdürlüğü)
This is a critical M&A restriction.
A private equity fund or strategic investor cannot assume that it may acquire 100% of the company operating a medical center in the same way it might acquire an ordinary commercial company.
The permitted ownership structure must continue to comply with healthcare regulation.
A healthcare acquisition that is corporate-law valid but leaves the licensed operator outside the required ownership structure may create a serious licensing problem.
The 51% Physician Ownership Requirement and Investment Structuring
The 51% rule has major consequences for institutional investment.
If a financial investor wishes to acquire an interest in a medical center, the deal structure must take account of the requirement that physicians and dentists hold the required majority interest in the licensed entity.
This may influence the size of the investor’s stake, governance rights, shareholders’ agreement, reserved matters and exit arrangements.
The economic deal and regulatory control structure therefore cannot be designed independently.
A contractual arrangement that gives a non-physician investor extensive control rights should also be reviewed carefully even if the formal shareholding percentages appear compliant.
The objective should be genuine compliance with the healthcare ownership regime rather than a structure that only appears compliant on paper.
Polyclinics Are Even More Restricted
The same Regulation applies different requirements to polyclinics.
A polyclinic must be opened jointly by at least two physicians authorised to practise independently. Physical therapy and rehabilitation establishments are subject to their own specialist ownership requirements. (Antalya İli Sağlık Müdürlüğü)
Consequently, the first regulatory question in an acquisition should be:
What type of healthcare institution is the target?
A private hospital, medical center, polyclinic and physician practice cannot be treated as interchangeable assets merely because they all provide medical services.
Changes in Ownership Must Be Reported
Where a healthcare institution licence is held by a private-law legal entity under the outpatient healthcare regulation, changes to its shareholder structure must be reported to the Provincial Health Directorate within one month. (Antalya İli Sağlık Müdürlüğü)
This requirement should be included in the closing checklist.
The transaction team should prepare the shareholder documentation necessary for the Ministry process before closing rather than treating the notification as an administrative task to be addressed later.
Transfer of a Medical Center or Other Outpatient Facility
Article 11 of the 2025 outpatient healthcare regulation specifically governs the transfer of healthcare institutions.
The transferee must be a person eligible to own the relevant institution under the Regulation.
Following the definitive transfer, the transferee must apply to the Provincial Health Directorate for the new licence within fifteen business days.
Until the Ministry issues the licence to the transferee, the institution may continue operating only under the responsibility of the former owner and responsible manager. (Antalya İli Sağlık Müdürlüğü)
As with hospitals, regulatory deficiencies identified before the transfer can continue to affect the transferee.
The Regulation also provides that a healthcare institution transferred under this procedure cannot be transferred again within two years. (Antalya İli Sağlık Müdürlüğü)
These provisions should be analysed before an investor signs a short-horizon acquisition strategy.
Regulatory Planning Is Part of Valuation
Healthcare capacity in Turkey is subject to Ministry planning.
For outpatient institutions, the Ministry determines matters such as permitted specialist branches, physician positions and certain medical capacities through its planning framework. Planning suitability documents are not freely transferable. (Antalya İli Sağlık Müdürlüğü)
The new 2025 Health Services Licensing Regulation reinforces this planning-based approach.
Healthcare valuation should therefore distinguish between assets that can be readily purchased in the market and regulatory capacity that is restricted by planning.
Buying another MRI machine does not necessarily mean the healthcare institution can legally put it into operation as part of regulated capacity.
Likewise, constructing additional rooms does not automatically produce additional physician or bed rights.
Physician Positions and Specialist Capacity
A hospital’s profitability may depend significantly on the number and types of physicians it is authorised to employ.
Legal due diligence should therefore compare the institution’s regulatory physician capacity with its actual employment arrangements.
A buyer should determine whether specialist positions are permanently allocated, temporarily available, subject to a special arrangement or dependent on another institutional relationship.
Revenue attributed to a medical specialty should not be included unquestioningly in valuation if the regulatory basis for the relevant service is uncertain.
Medical Devices
Healthcare M&A requires separate review of medical devices.
Certain high-technology medical devices may be subject to Ministry planning.
The buyer should identify whether major equipment is owned, leased or provided under service arrangements and whether its use is validly reflected in the institution’s regulatory approvals.
Radiology, nuclear medicine and radiation-related equipment may also involve additional regulatory regimes.
A buyer acquiring expensive physical equipment that cannot lawfully be used for its intended clinical purpose has acquired an asset without the expected revenue-generating capability.
Real Estate Is a Regulatory Asset
Hospital real estate requires more than ordinary title due diligence.
The buyer should review title, mortgages, zoning, occupancy permits, fire compliance, earthquake requirements and the relationship between the approved hospital project and the actual building.
Healthcare regulations contain detailed physical requirements concerning hospital and medical center premises.
A building modification that appears commercially minor may have regulatory consequences.
The 2025 Private Hospitals Regulation, for example, requires Ministry approval before certain alterations to licensed hospital buildings and projects. (Antalya İli Sağlık Müdürlüğü)
The buyer should therefore compare the licensed architectural project with the physical property rather than relying solely on the land registry.
Leased Hospital Premises
Where the healthcare business operates from leased property, lease continuity becomes essential.
The lease should be reviewed for term, renewal, rent adjustment, change-of-control provisions, termination rights and the ability to make alterations required by healthcare legislation.
A buyer acquiring a healthcare operator with only a short remaining lease term may face substantial relocation and relicensing risk.
Hospital real estate therefore affects both valuation and regulatory continuity.
Doctors and Key Medical Personnel
A healthcare institution may be valued partly because of particular physicians.
Patients may follow a renowned surgeon, oncologist or specialist rather than the hospital brand itself.
Employment and service agreements with key physicians should therefore be examined carefully.
The buyer should understand whether the physician is an employee, independent contractor, shareholder or operating under another permitted arrangement.
The agreement should be reviewed for duration, compensation, exclusivity, termination and any legally permissible restrictive covenants.
A healthcare acquisition may lose significant value if several commercially important doctors leave immediately after closing.
Physician Shareholders
Medical center acquisitions create an additional issue because physicians may simultaneously be employees, managers and required shareholders.
Their continuing equity may be necessary for regulatory reasons.
A shareholders’ agreement should therefore address what happens when a physician shareholder dies, retires, loses professional eligibility or wishes to leave the business.
The 2025 outpatient regulation itself contains special rules dealing with death of physician owners and the period during which heirs may temporarily continue the institution before the ownership structure must be regularised. (Antalya İli Sağlık Müdürlüğü)
Succession planning can therefore become a regulatory issue, not merely a family or corporate issue.
Healthcare Data Can Be More Valuable—and More Sensitive—Than Ordinary Customer Data
Private hospitals and clinics process some of the most sensitive information held by any commercial organisation.
Patient files may contain diagnoses, laboratory results, genetic information, imaging, medication history, surgical records and other medical information.
Under the Turkish Personal Data Protection Law, health data are classified as special categories of personal data. Article 6, as amended in 2024, establishes specific grounds on which such information may be processed and permits necessary processing for public health, preventive medicine, diagnosis, treatment, care and the planning, management and financing of healthcare services by persons subject to confidentiality obligations or authorised institutions. (KVKK)
These rules have direct consequences for M&A due diligence.
Patient Files Should Not Simply Be Uploaded to the Data Room
A buyer does not ordinarily need to know the identities and diagnoses of thousands of individual patients merely to value a hospital.
Due diligence should therefore apply principles of necessity, proportionality and data minimisation.
Clinical claims and malpractice files can often be reviewed using redaction, anonymisation or controlled access.
Particular caution is required where the prospective buyer is foreign and data room access could result in cross-border personal data transfers.
The legal basis for transactional data processing should be considered before sensitive healthcare records are disclosed.
Health Data After Closing
A share acquisition does not automatically change the legal entity that holds patient records.
However, post-closing integration may create new processing activities.
For example, an international hospital group may wish to migrate the Turkish target’s patient-management systems to a global cloud platform or centralise analytics outside Turkey.
This requires separate analysis under Turkish data protection rules, including the international data-transfer framework.
The buyer should therefore distinguish between acquiring shares in a healthcare company and gaining unrestricted rights to move its patient database throughout the buyer’s corporate group.
They are not the same legal event.
Cybersecurity and Hospital Systems
Hospitals increasingly depend on digital infrastructure.
Clinical systems may include electronic patient records, laboratory systems, radiology archives, prescription systems, medical device software and billing platforms.
Cybersecurity due diligence should therefore form part of healthcare M&A.
A successful cyberattack could interrupt patient care, expose highly sensitive health information and create regulatory liability.
The buyer should review historical incidents, backups, administrator accounts, access controls, third-party providers and disaster recovery.
Cybersecurity weaknesses can also justify specific SPA warranties, indemnities or pre-closing remediation.
Medical Malpractice Exposure
Healthcare due diligence must examine patient claims separately from ordinary commercial litigation.
The target may face existing or potential claims involving alleged diagnosis errors, surgical complications, treatment failures or informed-consent issues.
The buyer should review the number, nature and value of claims together with professional liability insurance.
Historical claims patterns may reveal systemic issues that are not apparent from individual case files.
For example, repeated disputes involving a particular department may justify deeper clinical and compliance review.
Insurance
Insurance is especially important in healthcare transactions.
The buyer should review professional liability, property, employer liability, cyber coverage and other relevant policies.
The analysis should determine whether historical incidents remain covered after closing, whether claims-made policies require special treatment and whether a change of control affects coverage.
Insurance cannot replace due diligence, but the absence of appropriate coverage can materially increase the economic impact of historical clinical liabilities.
Ministry Inspections and Administrative Sanctions
Healthcare institutions are subject to detailed regulatory supervision.
The buyer should therefore obtain and analyse inspection reports, deficiency notices, administrative sanctions, activity suspensions and correspondence with Provincial Health Directorates and the Ministry.
These documents can be more informative than a representation stating generally that the institution “complies with all applicable laws.”
Under the current hospital and outpatient regulations, identified deficiencies may remain relevant even following a regulatory transfer. (Antalya İli Sağlık Müdürlüğü)
Regulatory history should therefore be translated directly into SPA risk allocation.
Social Security Institution and Reimbursement
For many healthcare providers, relationships with the Social Security Institution can materially affect revenue.
Due diligence should examine applicable reimbursement arrangements, billing practices, deductions, audits and disputes.
A hospital may report strong historical revenue while also facing substantial repayment exposure because certain treatments were allegedly billed incorrectly.
Such matters may justify price adjustments, specific indemnities or escrow arrangements.
The buyer should distinguish genuine recurring revenue from amounts potentially subject to clawback.
Private Health Insurers
Private hospitals may also depend on contracts with major insurance companies.
These agreements should be reviewed for pricing, discount structures, termination, audit rights and change-of-control provisions.
A buyer should understand whether the hospital’s commercial rates survive the acquisition.
An insurer able to renegotiate immediately after closing may materially affect forecast revenue.
Advertising and Patient Acquisition
Healthcare marketing is subject to regulatory constraints that do not apply to ordinary consumer businesses.
A buyer should review digital advertising, social media, influencer arrangements, before-and-after photographs, promotional campaigns and use of patient testimonials.
Data protection issues may arise in addition to healthcare advertising rules.
The Turkish Data Protection Board has previously examined the use of patient health information in hospital promotional activities and emphasised that promotional processing of health information cannot simply be treated as ordinary delivery of healthcare services. (KVKK)
Marketing practices can therefore become an important compliance issue during acquisition due diligence.
Healthcare Tourism
Turkey has a significant international healthcare market.
Targets operating in medical tourism may derive substantial revenue from overseas patients.
A buyer should review the regulatory basis for international health tourism activities, intermediary relationships, foreign-language marketing, patient contracts, international payments and patient data transfers.
The seller’s revenue figures should also distinguish direct healthcare income from commissions or intermediary arrangements.
Where the business model depends heavily on a particular foreign patient-acquisition agency, termination of that relationship may create substantial concentration risk.
Laboratories and Outsourced Medical Services
Hospitals and medical centers may obtain laboratory, imaging or other healthcare services from third parties.
The 2025 outpatient regulation specifically recognises certain service-purchase arrangements and provides that the institution receiving and the institution providing the service can be jointly responsible for the relevant application and results under the regulatory framework. (Antalya İli Sağlık Müdürlüğü)
The buyer should therefore map outsourced clinical services.
Outsourcing does not necessarily eliminate regulatory or patient liability.
Key service agreements should also be reviewed for continuity following a change of control.
Pharmaceutical and Medical Supply Contracts
Hospitals may have substantial arrangements with pharmaceutical companies, medical device suppliers and distributors.
The buyer should investigate pricing rebates, exclusivity, minimum purchases, consignment inventory and equipment supplied in exchange for purchase commitments.
Some medical equipment may appear to belong to the hospital but legally remain owned by a supplier.
The asset register should therefore be reconciled with contracts and invoices.
Healthcare Employment Due Diligence
In addition to physicians, healthcare institutions employ nurses, technicians, pharmacists, administrative staff and other personnel.
The buyer should review overtime, shift systems, annual leave, severance exposure, occupational safety, staffing ratios and professional qualifications.
A regulatory staffing requirement can make ordinary cost-cutting difficult.
The buyer should not assume that post-closing headcount can be reduced to the level suggested by a generic operational efficiency analysis if healthcare regulations require specified personnel levels.
Competition Authority Approval
Large healthcare acquisitions may require prior approval from the Turkish Competition Authority.
Turkey revised its merger-control thresholds in February 2026. Under the current principal tests, notification may be required where the parties’ combined Turkish turnover exceeds TRY 3 billion and at least two parties each exceed TRY 1 billion in Turkish turnover, or, in an acquisition, where the Turkish turnover of the acquired asset or business exceeds TRY 1 billion and another transaction party exceeds TRY 9 billion in worldwide turnover. (Rekabet Kurumu)
Healthcare groups, hospitals, laboratories and related service providers should therefore be tested against the current thresholds.
A transaction requiring Competition Board clearance should not be completed before approval.
Healthcare Market Definition Can Be Local
Competition analysis in healthcare may require attention to geography.
Hospital competition may differ significantly between Istanbul as a whole and a specific local catchment area.
Different medical services may also constitute different product markets depending on the circumstances.
An acquisition involving two major hospitals in the same locality may therefore require substantive competition analysis even if the parties consider themselves part of a much broader national healthcare industry.
Transaction planning should address both notification thresholds and substantive overlap.
Minority Investment and Joint Control
A healthcare investor may acquire less than 50% but obtain veto rights over strategic decisions.
If those rights provide decisive influence over matters such as budget, business plan or senior management, the investment may create joint control for competition-law purposes.
This issue can be especially relevant where regulatory ownership restrictions prevent an institutional investor from obtaining majority equity.
Minority ownership should therefore not be assumed to mean absence of merger-control consequences.
Foreign Investors
Foreign investors may participate in Turkish healthcare investments subject to the applicable healthcare ownership and regulatory requirements.
However, the institution type is critical.
The Private Hospitals Regulation allows hospitals to be owned by eligible private-law legal entities without imposing the same 51% physician-shareholding requirement applicable to medical centers. By contrast, the 2025 outpatient regulation specifically requires qualifying physician and dentist ownership for medical centers and imposes even more direct professional requirements for polyclinics and certain other institutions. (Antalya İli Sağlık Müdürlüğü)
A foreign investor should therefore identify the exact licensed healthcare category before negotiating ownership percentages.
The SPA Should Be Healthcare-Specific
An ordinary M&A warranty schedule is insufficient for many healthcare acquisitions.
The transaction documentation should address the regulatory characteristics of the target.
Seller warranties may need to cover validity of licences and activity permits, authorised capacity, physician positions, medical units, inspection history, regulatory sanctions, malpractice claims, health data, billing compliance, patient rights and healthcare advertising.
Known deficiencies should generally be addressed through specific indemnities or pre-closing remediation.
If continuation of a critical regulatory right is uncertain, it may be safer to make resolution a condition precedent rather than rely on damages after closing.
Regulatory Conditions Precedent
Healthcare deals frequently require regulatory conditions before completion.
The buyer may require confirmation that the proposed ownership structure is permissible, completion of Ministry or Provincial Health Directorate procedures, Competition Authority clearance, key insurer consent or release of regulatory deficiencies.
The conditions should be objective.
A vague condition that the buyer must be “satisfied with all healthcare regulation” provides little transactional certainty.
The SPA should identify the exact document, approval or regulatory event required.
Closing Mechanics
Healthcare closing should be coordinated between corporate lawyers and healthcare regulatory counsel.
The share transfer, payment, management changes, Ministry filings, new responsible manager arrangements and any required regulatory documentation should be sequenced carefully.
Where the transaction involves direct transfer of the healthcare institution rather than merely shares in its licence-holding company, the regulatory transfer procedure becomes central to closing.
The parties should determine who bears responsibility for operations during any interim period before the transferee receives the new licence.
Post-Closing Management
Changes in directors and ordinary corporate management do not necessarily resolve healthcare management requirements.
The institution may also require a medically qualified mesul müdür, responsible manager, or other designated regulatory personnel.
The buyer should establish whether these individuals remain after closing.
Where they are connected to the seller, replacement arrangements should be prepared in advance.
A hospital should not close economically on Friday and discover on Monday that a legally required responsible medical manager has departed.
Post-Closing Compliance
The buyer should create a dedicated healthcare compliance programme after closing.
Corporate integration should not inadvertently change licensed premises, staffing, medical services, patient data systems or regulated equipment without assessing Ministry requirements.
A global healthcare group may wish to standardise operations immediately, but Turkish healthcare permissions remain institution-specific.
The licence and activity permit should therefore be treated as operational boundaries within which post-closing integration takes place.
Practical Healthcare M&A Checklist
Before acquiring a private healthcare business in Turkey, the investor should generally:
- Identify the precise regulatory category of the target: hospital, medical center, polyclinic or other healthcare institution.
- Confirm which legal entity holds each licence and activity permit.
- Determine whether the transaction is a share transfer, direct healthcare facility transfer or asset transaction.
- Verify whether the proposed buyer and shareholder structure satisfy Ministry ownership requirements.
- For medical centers, analyse the 51% physician/dentist ownership rule.
- Review Ministry planning rights, beds, physician positions, specialties, units and regulated medical devices.
- Determine whether any relevant health-services licence is subject to the 2025 non-transferability rule.
- Review all Ministry and Provincial Health Directorate inspections and sanctions.
- Identify suspended activities or unresolved regulatory deficiencies.
- Verify the hospital building, approved architectural project, zoning and fire/earthquake compliance.
- Review employment and service agreements with key physicians.
- Examine malpractice claims and professional liability insurance.
- Review SGK and private insurance reimbursement arrangements.
- Analyse patient data, cybersecurity and cross-border data transfers.
- Review outsourced laboratories, imaging and other clinical services.
- Investigate medical tourism and advertising compliance where relevant.
- Conduct tax, employment and financial due diligence.
- Perform Competition Authority analysis under the 2026 thresholds.
- Make critical healthcare approvals and regulatory matters conditions precedent where appropriate.
- Prepare a detailed post-closing regulatory compliance and integration plan.
Conclusion
Healthcare M&A in Turkey cannot be analysed as an ordinary corporate acquisition with an additional licence attached to the target.
The regulatory rights of the healthcare institution are part of the business itself.
The 2025 Private Hospitals Regulation provides detailed rules concerning hospital ownership, regulatory transfers, inspection liabilities and post-transfer restrictions. A direct transferee of a hospital must follow the Ministry procedure, and a hospital acquired through that procedure cannot generally be transferred again within two years. (Antalya İli Sağlık Müdürlüğü)
The position is even more restrictive for outpatient healthcare institutions. Under the April 2025 Regulation, medical centers may be operated through a legal entity only where physicians and dentists hold at least 51% of the shares, while polyclinics are subject to direct physician ownership requirements. (Antalya İli Sağlık Müdürlüğü)
The November 2025 Health Services Licensing Regulation adds another important layer. New health-services licences allocated under that framework cannot be transferred or combined, and possession of such a licence does not itself authorise operation of a healthcare facility without the separate licence and activity permits required by the applicable healthcare legislation. (Antalya İli Sağlık Müdürlüğü)
Data protection is equally significant. Patient health information constitutes special-category personal data under the KVKK, and an acquisition does not give the buyer unrestricted freedom to disclose, transfer or repurpose patient information. (KVKK)
Finally, major healthcare transactions should be reviewed under Turkey’s updated 2026 merger-control regime, which now applies general thresholds of TRY 1 billion, TRY 3 billion and TRY 9 billion within the relevant notification tests. (Rekabet Kurumu)
The central question in a Turkish healthcare acquisition is therefore not simply:
“Can the buyer acquire the company?”
It is:
“After the buyer acquires the company, will the hospital or medical center still have the ownership structure, licences, physicians, capacity, premises, data systems and regulatory permissions necessary to continue operating the healthcare business on which the purchase price was based?”
That question should be answered before signing, not after closing.
This article provides general information on Turkish law and does not constitute legal, healthcare regulatory, medical, financial or tax advice. Healthcare legislation and Ministry planning rules are highly institution-specific, and each acquisition should be assessed according to the target’s licence type, ownership structure, medical capacity, regulatory history and intended post-closing structure.
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