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Foreign investors often focus on how to incorporate a company in Turkey—MERSIS, Trade Registry, bank account, and operations. But the real long-term cost of a Turkish company is shaped by tax compliance, documentation discipline, and transaction structure. The biggest problems usually don’t come from the headline tax rates. They come from avoidable mistakes: wrong invoicing […]
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lawyerfbc
If you are setting up a foreign-invested company in Turkey or bringing in a partner/investor, your Articles of Association alone are rarely enough. The real “deal rules” that prevent disputes—and protect your money—typically sit in a Shareholders’ Agreement (SHA). A well-structured shareholders’ agreement in Turkey clarifies control, funding, exit rights, and what happens when things […]
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lawyerfbc
If you’re launching a startup in Turkey, choosing the right legal structure is not just paperwork—it directly affects fundraising, share transfers, control, and how easily you can exit later. The two most common options are a Limited Liability Company (Ltd. Şti.) and a Joint-Stock Company (A.Ş.). Both can work for startups, but they serve different […]
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lawyerfbc
When investors talk about M&A in Turkey, they often mix two different realities: acquiring a company by buying shares (share deal) and combining companies through a statutory merger (merger). Both can produce the same business result—control and consolidation—but the legal mechanics, approvals, timelines, and risks are very different. If you are planning a transaction in […]
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M&A in Turkey: Company Acquisitions and Mergers Explained (Process, Structures, Key Risks) Buying a company in Turkey—or merging with one—can be a fast way to enter the market, gain customers, or consolidate operations. But Turkish M&A is not only about agreeing on a price. The success of a deal usually depends on (1) the right […]
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In Turkish M&A transactions, many buyers believe the “hard part” ends when the SPA is signed. In reality, the most risk-sensitive phase often starts at closing and continues through post-closing. This is where ownership changes hands, payments are released, authorities and signatories are updated, notifications are made, and the buyer begins integrating the target into […]
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In Turkish M&A deals, the “real negotiation” usually happens inside the SPA (Share Purchase Agreement): warranties, indemnities, and restrictive covenants like non-compete and non-solicitation. Price matters, but the SPA decides who pays if something goes wrong after closing—an undisclosed lawsuit, hidden public debt, an employment claim, a broken license, or a key customer contract that […]
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Legal Due Diligence in Turkish M&A (Share Deal): A Practical Guide (2025) Buying a company in Turkey—or buying shares in a Turkish company—can be a great opportunity, but it can also be risky if you rely only on financial statements or informal promises. In Turkish practice, many deal problems come from “hidden” legal issues: unpaid […]
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Sooner or later, every business faces a strategic question: continue, restructure, sell—or exit. In Turkey, exiting a company is not “just closing the doors.” The legal route you choose—voluntary liquidation, bankruptcy, or concordat—has different consequences for shareholders, managers/directors, creditors, and ongoing contracts. This article explains company liquidation and insolvency processes in Turkey in a practical, […]
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lawyerfbc
Directors’ and Managers’ Liability Under the Turkish Commercial Code: What You Need to Know When foreigners set up a company in Turkey, they often focus on incorporation, banking, and taxes—but overlook one of the most important risk topics: management liability. Under the Turkish Commercial Code (TCC), company managers and directors may be held liable for […]
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