Introduction

Buying an existing Turkish company can be significantly faster than establishing a new business and building its operations from zero.

An international investor may acquire a Turkish company because it already has:

• customers;
• employees;
• licences;
• distribution agreements;
• suppliers;
• real estate;
• production facilities;
• intellectual property;
• banking relationships;
• operating history;
• tax registrations;
• or a recognized commercial brand.

A foreign company looking to enter the Turkish market may therefore prefer to purchase an existing business rather than create a new subsidiary.

Türkiye’s foreign direct investment regime is generally based on equal treatment. Official investment guidance states that international investors have the same basic rights and liabilities as domestic investors and that the conditions applicable to establishment and share transfers are generally the same for international and local investors.

However, buying a Turkish company is not the same as buying a single machine, building or trademark.

The investor is buying shares in a legal entity with a past.

That distinction is crucial.

If an investor buys 100% of the shares of an existing Turkish company, the company itself does not normally disappear and restart its legal life on the closing date.

The company continues to be the same legal person.

Its existing:

• contracts;
• debts;
• lawsuits;
• tax exposure;
• employment obligations;
• guarantees;
• administrative liabilities;
• regulatory history;
• and other rights and obligations

generally remain with that company.

Therefore, one of the most important principles of a Turkish share acquisition is:

You may buy the shares today, but you are economically buying the consequences of the company’s past as well.

This does not mean that the new shareholder automatically becomes personally liable for every historical company debt.

The question of personal shareholder liability depends upon the company type, nature of the debt, management role and applicable legislation.

But even where the investor has no direct personal liability, a historical TRY 50 million tax assessment against the company reduces the value of the company that the investor now owns.

For that reason, a Turkish company acquisition should normally involve:

legal due diligence → transaction structuring → share purchase agreement → regulatory approvals → closing → post-closing protection.

This article explains the principal legal risks foreign investors should understand before buying shares in a Turkish company.

Can a Foreigner Buy a Turkish Company?

Generally, yes.

Türkiye’s Foreign Direct Investment framework follows a national-treatment approach. Official investment guidance states that international investors may establish the corporate forms available under the Turkish Commercial Code and that the basic rules governing share transfers apply equally to domestic and international investors.

Joint stock companies — anonim şirket (A.Ş.) — and limited liability companies — limited şirket (Ltd. Şti.) — are the two most commonly used corporate forms.

Foreign ownership can generally reach 100% in ordinary sectors.

However, sector-specific restrictions remain possible.

Official Turkish investment guidance expressly notes that nationality restrictions may apply in certain regulated areas, including sectors such as television broadcasting, maritime activities and civil aviation.

Therefore, the first acquisition question is not merely:

“Can a foreigner buy shares?”

It should be:

“Can this particular foreign investor acquire this particular company operating in this particular sector?”

Share Deal or Asset Deal?

A foreign investor considering the acquisition of a Turkish business should first distinguish between a:

share acquisition

and an

asset acquisition.

In a share deal, the investor acquires shares in the target company.

The target company remains in existence.

Its legal identity generally remains unchanged.

For example:

Before acquisition:
ABC Makine Sanayi A.Ş. owes TRY 30 million to a bank.

After acquisition:
The foreign investor owns 100% of ABC Makine Sanayi A.Ş.

The bank debt still belongs to ABC Makine Sanayi A.Ş.

The change of shareholders does not ordinarily erase the debt.

The same principle can apply to:

• supplier claims;
• tax liabilities;
• employee rights;
• lawsuits;
• product liability;
• leases;
• guarantees;
• and regulatory obligations.

By contrast, an asset deal is structured around the acquisition of particular assets rather than the shares of the corporate entity.

The investor may acquire:

• a factory;
• machinery;
• trademark;
• business line;
• inventory;
• contracts;
• or another defined business asset.

Each structure has different advantages and risks.

For foreign investors, the decision should generally be made only after preliminary due diligence identifies the historical risk profile of the target company.

The Most Important Question: Are You Buying an A.Ş. or a Ltd. Şti.?

This distinction can materially affect both the transfer process and the investor’s exposure.

The Ministry of Trade describes a joint stock company as a capital company that is responsible for its debts with its own assets, while shareholders are generally responsible to the company only for the capital they have undertaken to contribute.

A limited liability company is also a separate legal entity, but Turkish public-receivables legislation creates a particularly important additional risk for limited-company shareholders.

For that reason:

Buying 100% of a Turkish A.Ş.

and

buying 100% of a Turkish Ltd. Şti.

should not be treated as legally identical investments.

Share Transfer in a Turkish Joint Stock Company — A.Ş.

Share transfers in an A.Ş. are generally more flexible than transfers in a limited company.

However, the exact transfer process depends upon matters including:

• whether share certificates exist;
• whether shares are registered or bearer;
• whether the capital has been paid;
• restrictions in the articles of association;
• shareholders’ agreements;
• pledges or attachments;
• and whether the company is regulated or publicly traded.

Turkish company practice also distinguishes between registered and bearer share certificates.

Where bearer shares exist in a non-listed joint stock company, the Central Securities Depository — Merkezi Kayıt Kuruluşu (MKK) — operates the Hamiline Pay Kayıt Sistemi.

MKK’s current guidance confirms that transfer information for registered bearer share certificates must be notified through the system and that the acquirer can make the relevant transfer notification.

Therefore, a foreign investor acquiring an A.Ş. should not simply sign a share purchase agreement and assume that ownership mechanics are finished.

The transaction team should confirm:

• what type of shares exist;
• whether share certificates have actually been issued;
• who possesses them;
• whether MKK records are required;
• whether the share ledger is consistent;
• and whether any contractual or corporate restrictions apply.

Bearer Shares Require Particular Attention

Bearer shares can create significant due-diligence risks if their physical and electronic history is unclear.

MKK currently maintains the Hamiline Pay Kayıt Sistemi for bearer share certificates of relevant non-listed joint stock companies.

The system allows bearer share transfer notifications and links shareholder information to the company records.

A foreign buyer should therefore verify:

• original bearer certificates;
• MKK registration;
• identity of current recorded holders;
• previous transfer history where relevant;
• and whether there are legal restrictions or attachments.

An acquisition should not rely solely on a statement from the seller that:

“These certificates belong to me.”

The corporate and MKK records should support that representation.

Registered Shares Can Also Be Restricted

The fact that shares are registered shares does not mean that every transfer must automatically be accepted without further review.

The company’s articles of association and the applicable Turkish Commercial Code provisions may contain restrictions in qualifying cases.

In addition, a shareholders’ agreement may contain contractual restrictions such as:

• right of first refusal;
• pre-emption;
• tag-along;
• drag-along;
• call option;
• put option;
• lock-up;
• approval requirement;
• or change-of-control restrictions.

The investor should therefore review both:

corporate-law restrictions

and

contractual restrictions.

A purchase agreement between the buyer and seller may not eliminate rights belonging to another shareholder.

Share Transfer in a Turkish Limited Company — Ltd. Şti.

Limited-company share transfers are more formal.

The Turkish Commercial Code requires the share-transfer transaction and the transaction creating the obligation to transfer to be made in writing, with the parties’ signatures notarized.

The Ministry of Trade also emphasizes that limited-company share transfers involve legally prescribed procedural steps, unlike the generally simpler structure associated with ordinary joint stock company share transfers.

Depending upon the company’s articles and the statutory framework, the acquisition process may require:

• written share transfer agreement;
• notarized signatures;
• general assembly approval;
• corporate resolutions;
• amendment/registration procedures;
• and trade registry filings.

Foreign investors should therefore avoid treating a Ltd. Şti. share transfer like an informal private share sale.

The transaction should be coordinated with the competent Trade Registry Directorate and MERSİS process where registration action is required.

MERSİS is Türkiye’s central electronic registry infrastructure through which commercial registry processes and registered company information are administered.

The Largest Hidden Risk in Buying a Turkish Limited Company: Public Debts

This issue deserves special attention.

Under Article 35 of Law No. 6183 on the Collection Procedure of Public Receivables, limited-company shareholders may become directly responsible, in proportion to their shareholding, for public receivables that cannot be collected or are understood to be uncollectible from the company.

This is fundamentally different from an ordinary supplier debt.

Examples of relevant public debts can include qualifying:

• tax debts;
• tax penalties;
• SGK/public receivables;
• and other public claims subject to Law No. 6183.

This creates a very important acquisition risk.

Can the Buyer of a Ltd. Şti. Become Responsible for Old Public Debt?

Potentially, yes.

Article 35 of Law No. 6183 contains a special rule for share transfers.

The current statutory text provides that where a limited-company shareholder transfers their capital share, the transferor and transferee can be jointly liable under the statutory conditions for qualifying public receivables connected with the pre-transfer period.

This is one of the most important legal differences a foreign investor should investigate before buying a Turkish Ltd. Şti.

Consider the following example.

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

Before closing, the company has substantial unpaid tax/public debts.

The investor assumes:

“Those debts existed before I became the owner, so they cannot concern me personally.”

That assumption can be dangerous.

Article 35 must be analysed before the acquisition because share-transfer rules create direct public-receivable exposure for limited-company shareholders in circumstances specified by law.

For this reason, a foreign investor purchasing a Turkish limited company should conduct particularly careful:

• tax due diligence;
• SGK due diligence;
• public-debt investigation;
• and share-transfer liability analysis.

This Risk Is Different From the Company’s Ordinary Private Debts

Suppose a limited company owes:

EUR 500,000 to a supplier.

That debt remains a debt of the company.

Simply becoming a shareholder does not automatically turn the investor into a personal co-debtor of the supplier.

The economic risk nevertheless remains because the investor now owns a company whose value is reduced by the EUR 500,000 liability.

Public debt is different because Law No. 6183 creates statutory shareholder exposure for limited companies under the conditions in Article 35.

This distinction should be clearly understood before selecting the acquisition structure.

What About A.Ş. Shareholders and Public Debts?

Ordinary A.Ş. shareholders are generally structurally better protected because shareholder liability is limited in the manner described under Turkish company law: the company is responsible for its debts with its assets and shareholders’ ordinary corporate obligation is tied to subscribed capital.

However, a foreign investor should not confuse:

shareholder

with

legal representative or director.

A person who becomes:

• board member;
• director;
• manager;
• or another legal representative

can potentially face different statutory responsibility for unpaid public receivables under tax and public-debt rules.

The Revenue Administration confirms that legal representatives can be pursued for qualifying public receivables under the relevant statutory liability framework.

Therefore, an investor acquiring shares and simultaneously joining management should separately analyse:

shareholder exposure

and

manager/director exposure.

Never Buy a Turkish Company Without Tax Due Diligence

Tax due diligence is one of the most important stages of a share acquisition.

The company remains the taxpayer after the share transfer.

A change of shareholder does not erase the company’s historical tax periods.

The investor should examine issues including:

• corporate income tax;
• VAT;
• withholding tax;
• stamp tax;
• payroll taxes;
• related-party transactions;
• transfer pricing;
• customs;
• tax penalties;
• audits;
• electronic notifications;
• and pending tax litigation.

For a limited-company acquisition, tax due diligence is even more important because of the statutory public-debt liability rules affecting shareholders.

A seller’s statement that:

“We have no tax debt”

should not be accepted without verification.

SGK and Employment Liabilities

A target company may also carry substantial liabilities toward employees and public social-security authorities.

Potential risks include:

• unpaid premiums;
• incorrect payroll;
• unregistered employment;
• occupational classification errors;
• unpaid overtime;
• severance;
• notice compensation;
• annual leave;
• workplace accident claims;
• and employment litigation.

These liabilities remain economically inside the target company following the acquisition.

The investor should therefore examine both:

public SGK exposure

and

private employee receivables.

Where the target is a limited company, qualifying public social-security debts can also require analysis under the public-receivables shareholder-liability regime.

Pending Lawsuits Do Not Disappear at Closing

Suppose the target company is a defendant in a TRY 100 million damages case.

The seller owns the shares when the lawsuit begins.

The investor purchases the company before judgment.

The lawsuit generally continues against the same company.

If the company later loses, the economic effect falls upon the business now owned by the investor.

Therefore, litigation due diligence should identify:

• pending cases;
• claim amounts;
• legal basis;
• court;
• stage of proceedings;
• expert reports;
• appeal status;
• probability of loss;
• and possible enforcement consequences.

The purchase price should reflect material litigation exposure.

Enforcement Files May Be More Important Than Lawsuits

Foreign investors often ask for a list of court cases but forget enforcement proceedings.

That is a mistake.

A Turkish company may be facing:

• bank enforcement;
• supplier enforcement;
• negotiable instrument proceedings;
• tax e-haciz;
• attachments;
• precautionary attachments;
• or enforcement against receivables.

A company can appear profitable on an income statement while creditors are actively seizing its assets.

Due diligence should therefore include:

lawsuits + enforcement + administrative proceedings.

Bank Loans, Mortgages and Guarantees

The investor should identify all financing liabilities.

This includes:

• bank loans;
• foreign currency facilities;
• credit lines;
• leasing;
• factoring;
• shareholder loans;
• guarantees;
• letters of guarantee;
• mortgages;
• commercial enterprise pledges;
• receivables assignments;
• and share pledges.

Particularly dangerous are guarantees granted for another group company.

For example:

The target has only TRY 20 million of its own debt.

However, it has guaranteed TRY 300 million of an affiliate’s banking obligations.

The target’s apparent balance-sheet debt may therefore understate its actual legal exposure.

Is There a Pledge Over the Shares You Are Buying?

Before acquiring shares, the buyer should confirm whether the shares themselves are subject to:

• pledge;
• attachment;
• usufruct;
• option;
• contractual restriction;
• or third-party security.

A seller cannot safely deliver clean ownership if a third party possesses superior rights over the shares.

This issue is particularly important where shareholders have pledged their shares to banks as security for corporate financing.

Release of the pledge should normally be documented as a closing condition.

Who Actually Owns the Company?

Foreign buyers should verify the legal ownership structure rather than relying only on a commercial presentation.

Official investment guidance confirms that international investors are generally treated equally in share transfers, but the buyer must still establish that the seller legally owns the shares that are being transferred.

Documents may include:

• Trade Registry records;
• MERSİS information;
• articles of association;
• share ledger;
• share certificates;
• MKK bearer-share records where applicable;
• historical transfer agreements;
• and shareholders’ agreements.

For a joint stock company with bearer shares, MKK’s HPKS records can be particularly relevant.

Who Is the Ultimate Beneficial Owner?

Foreign acquisition structures frequently involve several corporate layers.

For example:

Turkish Target
↓
Turkish Holding
↓
Luxembourg Company
↓
Investment Fund

The legal shareholder is not always the same person as the ultimate economic owner.

Ownership and control should therefore be mapped completely.

This becomes relevant to:

• banking;
• AML/KYC;
• tax reporting;
• sanctions;
• regulatory approvals;
• and transaction documents.

The buyer should also understand whether another person has contractual control despite holding a smaller nominal share percentage.

Management Control Must Be Negotiated Separately

Buying 51% of a company does not always mean obtaining unrestricted operational control.

The articles or shareholders’ agreement may provide:

• board nomination rights;
• privileged votes;
• reserved matters;
• veto rights;
• supermajority requirements;
• minority consent rights;
• or deadlock rules.

For example:

The foreign investor owns 60%.

The founder retains 40%.

However, the shareholders’ agreement provides that:

• budget;
• borrowing;
• CEO appointment;
• asset sales;
• capital increases;
• and new business lines

all require founder consent.

Economically, the investor may own the majority but not possess the expected management freedom.

The governance documents should therefore be negotiated together with the share purchase agreement.

Change-of-Control Clauses Can Make the Acquisition Worthless

A share acquisition may not terminate the target company’s contracts because the contracting company remains the same legal entity.

However, many commercial agreements contain change-of-control clauses.

These clauses may allow a counterparty to:

• terminate;
• demand consent;
• accelerate debt;
• renegotiate price;
• or impose additional conditions

if the shareholder structure changes.

Imagine a Turkish distributor whose exclusive European distribution agreement generates 70% of annual revenue.

The foreign investor buys the company.

The distribution agreement says:

“Any direct or indirect change in control requires prior written consent.”

If consent was not obtained, the supplier may have contractual rights against the target.

The investor could therefore acquire the company and immediately lose the contract that justified the acquisition.

Regulatory Licences Must Be Reviewed Before Closing

Certain businesses operate only because they possess regulatory approvals.

Examples may include:

• energy;
• banking;
• payments;
• insurance;
• aviation;
• healthcare;
• media;
• mining;
• transportation;
• and regulated telecommunications activities.

Official Turkish investment guidance notes that sector-specific foreign-ownership restrictions can remain despite Türkiye’s generally liberal investment regime.

The buyer must therefore determine:

• whether the licence remains valid after a share transfer;
• whether change of control requires consent;
• whether foreign ownership creates an additional restriction;
• and whether regulator approval must occur before closing.

These issues should appear as conditions precedent in the transaction agreement where necessary.

Turkish Real Estate Owned by the Target Can Create Additional Foreign-Investment Issues

A company established in Türkiye is a Turkish legal entity even where foreign investors acquire its shares.

However, special rules can apply where a Turkish company with foreign capital acquires real estate.

Official investment guidance identifies companies with foreign capital in this context, including situations where foreign investors hold at least 50% of shares or have rights to appoint or remove a majority of the board, with additional rules applicable to property in specified security areas.

Therefore, where the target:

• owns strategic real estate;
• intends to acquire additional land;
• operates in sensitive locations;
• or derives significant value from property,

the acquisition should include a separate real-estate and foreign-capital analysis.

E-TUYS Reporting After Foreign Share Transfers

Foreign investment transactions can also trigger reporting obligations.

Official Invest in Türkiye guidance confirms that foreign direct investment information is reported electronically through E-TUYS.

The current system includes:

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

Therefore, acquiring an existing Turkish company is not simply a private contract between buyer and seller.

Post-closing regulatory and investment reporting should also be included in the transaction checklist.

Competition Board Approval: Does the Acquisition Need Merger Clearance?

Large acquisitions may require prior Competition Board review.

This area changed materially in February 2026.

The Turkish Competition Authority announced updated merger and acquisition notification thresholds.

The 2026 amendments increased:

• the former TRY 250 million individual threshold to TRY 1 billion;
• the relevant TRY 750 million Turkish turnover threshold to TRY 3 billion; and
• the TRY 3 billion worldwide turnover threshold to TRY 9 billion.

The technology-undertaking regime was also revised in 2026.

This means that transaction teams should not rely on old merger-control threshold tables.

The current turnover figures and transaction structure must be analysed.

Do Not Close Before Required Competition Approval

Where an acquisition constitutes a notifiable change of control and satisfies the applicable turnover thresholds, Competition Board clearance can become a pre-closing requirement.

The issue should therefore be examined before signing or, at the latest, incorporated into the conditions precedent.

Turkey has a substantial active M&A market involving foreign buyers.

The Competition Authority reported that foreign investors were involved in 55 acquisitions/investments concerning Turkish targets reviewed in 2025, with a notified investment value of approximately TRY 277.5 billion.

Merger control is therefore not a theoretical concern reserved only for a handful of transactions.

Buying a Company Does Not Automatically Give the Foreign Investor a Work Permit

Corporate ownership and immigration status are separate questions.

A foreign individual may legally own shares without automatically gaining the right to work in Türkiye.

If the shareholder will personally:

• manage the company;
• work as an executive;
• provide services;
• or otherwise engage in employment/activity requiring authorization,

work-permit rules should be examined separately.

The share acquisition itself should not be treated as an immigration authorization.

Legal Due Diligence Before the Acquisition

No significant Turkish company acquisition should normally proceed without legal due diligence.

The review should cover at least:

• corporate history;
• shareholders;
• share transfers;
• share certificates;
• MKK records where relevant;
• capital;
• articles of association;
• management;
• powers of attorney;
• litigation;
• enforcement;
• tax;
• SGK;
• employees;
• financing;
• guarantees;
• contracts;
• licences;
• intellectual property;
• personal data;
• real estate;
• environmental obligations;
• competition law;
• and related-party transactions.

The objective is not simply to identify whether the target is “legal.”

It is to identify what could reduce the investment’s value after closing.

Example: Why Share Purchase Due Diligence Matters

Assume a foreign investor agrees to pay EUR 8 million for 100% of a Turkish limited company.

The seller says:

• company has no bank debt;
• revenue is strong;
• all taxes are paid;
• there are no material lawsuits.

Due diligence discovers:

• TRY 25 million tax exposure;
• TRY 8 million SGK dispute;
• TRY 15 million employee claims;
• one key customer contract terminable upon change of control;
• trademark owned personally by the founder;
• and a mortgage over the factory.

The investor is not evaluating the same EUR 8 million business anymore.

The findings could justify:

• lower price;
• escrow;
• tax indemnity;
• employee-claim indemnity;
• trademark transfer;
• lender approval;
• customer consent;
• or withdrawal from the deal.

The Share Purchase Agreement — SPA

The Share Purchase Agreement (SPA) is the main transaction document governing the acquisition.

It normally addresses matters including:

• shares being acquired;
• purchase price;
• payment mechanism;
• closing;
• conditions precedent;
• seller representations;
• warranties;
• indemnities;
• limitations of liability;
• pre-closing conduct;
• covenants;
• confidentiality;
• non-compete;
• dispute resolution;
• and post-closing obligations.

The SPA should be written after, or at least alongside, due diligence.

Otherwise, known risks may not be contractually allocated properly.

Representations and Warranties

The seller may be required to give representations or warranties concerning matters such as:

• ownership of shares;
• authority to sell;
• absence of encumbrances;
• correct corporate records;
• accounts;
• tax compliance;
• employees;
• litigation;
• intellectual property;
• material contracts;
• licences;
• compliance;
• and absence of undisclosed liabilities.

For example:

“The Seller warrants that there are no outstanding tax liabilities other than those disclosed in Schedule X.”

If that statement proves incorrect, the buyer may have contractual remedies.

However, the scope of recovery will depend on the SPA’s:

• caps;
• baskets;
• de minimis amounts;
• time limits;
• disclosure rules;
• and governing law.

Specific Indemnities Are Particularly Important for Known Risks

A warranty works well for an unknown or broadly described risk.

A known problem should often be treated separately.

Example:

Due diligence identifies a pending TRY 40 million VAT audit.

The agreement could provide a specific tax indemnity under which the seller bears the financial consequence of that identified historical issue.

This is particularly important in a Turkish limited company acquisition because historical public debt can create not only target-company exposure but also the special shareholder exposure discussed under Law No. 6183.

Use Escrow or Holdback Where Seller Credit Risk Exists

A contractual indemnity is only useful if the seller can pay when the claim arises.

If the seller receives the entire EUR 10 million purchase price on closing and later moves all assets abroad, enforcing an indemnity may become difficult.

Therefore, part of the consideration can be structured as:

• escrow;
• holdback;
• deferred payment;
• or earn-out.

For example:

Total purchase price: EUR 10 million
Closing payment: EUR 8 million
Escrow: EUR 2 million for 24 months.

The escrow can secure agreed warranty or indemnity claims.

Conditions Precedent: Fix Serious Problems Before Buying

Some risks are too important to leave for compensation after closing.

Examples include:

• regulatory approval;
• Competition Board approval;
• lender consent;
• key-customer consent;
• release of share pledge;
• tax debt payment;
• intellectual property transfer;
• licence renewal;
• or correction of shareholder records.

These should potentially become conditions precedent.

The basic logic is:

Do not pay for the company until the problem that could destroy the deal has been fixed.

Buyer Should Control the Closing Mechanics

Closing should be treated as a coordinated legal event.

Depending on the transaction, closing documents may include:

• share transfer agreement;
• notarized transfer for a Ltd. Şti.;
• general assembly resolution;
• board resolution;
• share certificate delivery;
• MKK notification;
• share ledger entry;
• resignation of management;
• appointment of new directors;
• bank authorization changes;
• power of attorney revocations;
• trade registry filings;
• payment confirmation;
• release documents;
• regulatory approvals;
• E-TUYS reporting;
• and other sector-specific documentation.

Purchase money should not be released blindly before agreed closing deliverables are available.

Management Changes After Acquisition

The investor should determine who will control the company immediately after closing.

Possible actions include:

• replacing board members;
• replacing limited-company managers;
• amending signature authority;
• cancelling former powers of attorney;
• changing banking signatories;
• updating online banking authority;
• changing KEP access;
• reviewing e-notification access;
• securing corporate seals;
• obtaining accounting records;
• securing corporate books;
• taking control of domains and IT systems.

Buying shares without obtaining practical corporate control can create substantial post-closing risk.

Revoke Old Powers of Attorney

A frequently overlooked risk is the target company’s pre-existing powers of attorney.

Former executives, accountants, employees or lawyers may possess authority to:

• represent the company;
• sign documents;
• handle tax procedures;
• litigate;
• or conduct other transactions.

The buyer should obtain a complete power-of-attorney list during due diligence.

At closing, unnecessary powers should be revoked and relevant institutions should be notified where appropriate.

Secure Bank and Digital Access Immediately

Corporate control is increasingly digital.

A post-closing checklist should therefore include:

• banking users;
• online banking tokens;
• accounting software;
• tax portal;
• SGK systems;
• MERSİS;
• e-signatures;
• KEP;
• company email;
• cloud services;
• domain accounts;
• social media;
• e-commerce systems;
• payment platforms;
• and customer databases.

A seller who technically transfers shares but retains control of the company’s internet banking or domain account remains a serious operational risk.

Asset Purchase May Be Safer When Historical Risks Are Too High

Sometimes legal due diligence shows that the company itself contains too much risk.

For example:

• massive unresolved tax liabilities;
• unknown employee exposure;
• numerous enforcement files;
• questionable related-party transactions;
• old public debts;
• or major regulatory violations.

In that situation, the investor may consider whether purchasing selected assets rather than the shares is commercially and legally preferable.

This is not automatically safer, because asset acquisitions have their own rules and potential liability consequences.

However, transaction structure should remain flexible until due diligence is substantially complete.

Common Mistakes Foreign Investors Make

Buying Based Only on Financial Statements

Accounting statements do not reveal every legal liability.

Treating A.Ş. and Ltd. Şti. as Identical

The public-debt liability rules for limited-company shareholders make this distinction particularly important.

Not Checking Share Ownership

The seller must actually own transferable shares.

Ignoring MKK Bearer Share Records

Bearer shares in relevant A.Ş. structures are subject to MKK’s HPKS framework.

Paying Before Closing Conditions Are Satisfied

Purchase money should be coordinated with transfer mechanics and required approvals.

Ignoring Old Tax and SGK Exposure

Historical public debts can materially affect both the target and, in a limited-company structure, the shareholder’s statutory exposure.

Forgetting Change-of-Control Clauses

The company’s most valuable customer contract may become terminable after acquisition.

Failing to Obtain Competition Clearance

2026 brought materially updated Turkish merger-control thresholds.

Forgetting E-TUYS

FDI share-transfer reporting is handled electronically through E-TUYS.

Keeping Former Management’s Powers Active

Old POAs, bank access and digital credentials should be reviewed immediately.

Frequently Asked Questions

Can a foreign investor buy 100% of a Turkish company?

Generally yes in ordinary sectors. Türkiye applies a broad national-treatment principle for foreign direct investment, subject to sector-specific restrictions.

Are share-transfer rules different for foreigners?

Official investment guidance states that the conditions applicable to share transfers are generally the same for international and domestic investors.

Is buying an A.Ş. different from buying a Ltd. Şti.?

Yes.

The corporate transfer mechanics differ, and limited-company shareholders also face special statutory exposure to qualifying uncollectible public debts under Law No. 6183.

Does a Turkish Ltd. Şti. share transfer need to be notarized?

Article 595 of the Turkish Commercial Code requires the share transfer transaction and the transaction creating the transfer obligation to be made in writing and the parties’ signatures to be notarized.

Can the purchaser of a limited-company share be responsible for earlier public debts?

Potentially yes. Article 35 of Law No. 6183 contains special joint-liability provisions concerning the transferor and transferee in relation to qualifying pre-transfer public receivables.

Does the buyer personally assume all supplier debts of the target?

Not merely because shares were acquired. Ordinary company debt remains a debt of the target company, although it economically reduces the value of the buyer’s investment.

What about an A.Ş. shareholder?

The Ministry of Trade describes A.Ş. shareholders’ ordinary responsibility as limited to their committed capital obligations toward the company, while the company itself answers for its debts with its assets.

What if the investor becomes a director?

Legal-representative liability must be analysed separately, particularly for unpaid public receivables.

Must bearer shares be reported to MKK?

Relevant bearer-share ownership and transfer information is managed through MKK’s Hamiline Pay Kayıt Sistemi.

Is legal due diligence necessary?

For a meaningful acquisition, it is strongly advisable because the target retains its historical legal and commercial obligations.

Should tax debt be checked before buying a limited company?

Yes, particularly because of Article 35 public-debt exposure.

Can old lawsuits continue after the company is sold?

Yes. A change in shareholders normally does not terminate litigation against the same corporate entity.

Does buying a company automatically transfer its contracts?

In a share acquisition, the corporate contracting party generally remains the same company, but change-of-control clauses can create consent or termination consequences.

Do I need Competition Board permission?

Possibly, depending on the transaction and applicable turnover thresholds.

What are the current 2026 merger thresholds?

The Competition Authority’s February 2026 update increased key thresholds, including the individual threshold to TRY 1 billion, the relevant Turkish turnover threshold to TRY 3 billion and the worldwide threshold to TRY 9 billion.

Is the technology company regime still different?

Yes. The Competition Authority also revised the technology-undertaking exception in 2026.

Must a foreign share transfer be reported through E-TUYS?

The current FDI reporting structure includes an FDI Share Transfer Data Form submitted electronically through E-TUYS.

Does buying shares give me a Turkish work permit?

No. Ownership and authorization to personally work in Türkiye are separate legal questions.

30-Point Buyer Checklist Before Acquiring a Turkish Company

Before closing, a foreign investor should answer at least the following:

1. Is the target an A.Ş. or Ltd. Şti.?
2. Who legally owns the shares?
3. Do share certificates exist?
4. Are bearer shares registered with MKK?
5. Are any shares pledged or attached?
6. Does another shareholder have transfer rights?
7. Is general assembly approval required?
8. Are the company’s corporate books accurate?
9. Is the capital fully and properly recorded?
10. Who legally represents the company?
11. What powers of attorney remain active?
12. What bank debts exist?
13. What guarantees has the company issued?
14. Does any loan contain change-of-control provisions?
15. What tax debts or audits exist?
16. What SGK exposure exists?
17. What employee claims exist?
18. What court cases exist?
19. What enforcement files exist?
20. Does the company own its trademark and software?
21. Does the target own or lease its real estate?
22. Are there mortgages or attachments?
23. Are all regulatory licences valid?
24. Does the acquisition require regulatory consent?
25. Do key contracts contain change-of-control clauses?
26. Is Competition Board approval required?
27. Does E-TUYS reporting apply?
28. What warranties must the seller provide?
29. What known risks require specific indemnities?
30. What portion of the price should remain in escrow or be paid only after closing conditions are completed?

If the buyer cannot answer these questions, the acquisition is not yet ready to close.

Conclusion

Buying a Turkish company can provide a foreign investor with immediate access to an operating business, but a share acquisition can also expose the investment to years of accumulated legal risk.

Türkiye’s foreign investment system is generally open.

Official investment guidance confirms that international investors benefit from national treatment and that share-transfer rules generally apply to them on the same basis as domestic investors.

However, the investor’s nationality is rarely the most difficult part of the transaction.

The real risks are usually hidden inside the target company.

The first major distinction is between acquiring a:

joint stock company — A.Ş.

and

limited liability company — Ltd. Şti.

An A.Ş. generally offers a shareholder-liability structure under which the company answers for its own debts and shareholders’ ordinary corporate liability is limited to committed capital obligations.

A limited company requires greater caution.

Article 35 of Law No. 6183 creates direct proportional liability for shareholders in relation to qualifying public receivables that cannot be collected or are understood to be uncollectible from the company.

More importantly for acquisitions, the statute contains a special provision addressing share transfers and the potential joint liability of transferor and transferee for qualifying pre-transfer public receivables.

This means that a foreign investor should never buy a Turkish limited company without detailed historical review of:

• taxes;
• SGK/public receivables;
• shareholder periods;
• payment dates;
• and existing administrative enforcement.

The second issue is the share-transfer mechanism itself.

Limited-company shares require the formalities under TCC Article 595, including a written transfer instrument and notarization of signatures.

Joint stock company acquisitions require analysis of the type of shares and any restrictions.

Where bearer shares exist, MKK’s Hamiline Pay Kayıt Sistemi becomes important because bearer-share ownership and transfer information are tracked within that framework.

The third issue is historical corporate liability.

A foreign investor should understand that the target remains the same company after a share deal.

Its historical:

• tax exposure;
• lawsuits;
• employee liabilities;
• supplier debt;
• bank loans;
• guarantees;
• regulatory problems;
• and contractual obligations

do not vanish because the shareholders changed.

This is why the purchase price should never be negotiated only from revenue and EBITDA.

Legal liabilities can materially change enterprise value.

The fourth issue is management liability.

Buying shares and becoming a director are legally different steps.

Even where an investor enjoys shareholder limited liability, serving as a legal representative can create separate exposure in relation to qualifying public debts under Turkish tax and public-receivables legislation.

The fifth issue is contracts.

A share acquisition normally leaves the target as the same contracting entity.

But change-of-control clauses can still allow important customers, lenders, suppliers or licensors to terminate or demand consent.

For this reason, every material contract should be reviewed before closing.

A company’s largest customer agreement may be worth more than all of its physical assets.

Losing that agreement immediately after acquisition can fundamentally alter the economics of the deal.

The sixth issue is financing.

Bank loans, guarantees, mortgages, share pledges and related-party security should be investigated.

A company with low direct borrowing may nevertheless have enormous contingent liability because it guaranteed a sister company’s loans.

The acquisition should identify those risks before the investor becomes the owner.

The seventh issue is regulation.

Türkiye generally permits foreign investment, but sector-specific restrictions remain possible. Official investment guidance expressly identifies exceptions in regulated fields.

An investor buying a licensed company should determine whether change of control requires regulator consent before closing.

Competition law also requires current analysis.

The Competition Authority materially increased Turkish merger-control turnover thresholds in February 2026, including increases to TRY 1 billion, TRY 3 billion and TRY 9 billion within the current notification structure.

The technology-undertaking regime was amended as well.

Old M&A checklists therefore cannot safely be used without updating the figures.

The eighth issue is foreign-investment reporting.

The E-TUYS system electronically collects foreign-investment information including FDI share-transfer data.

Post-closing reporting should therefore be planned alongside corporate registration rather than remembered several months later.

The ninth issue is the transaction agreement.

Due diligence should directly determine the contents of the SPA.

If due diligence reveals a known tax case, negotiate a specific tax indemnity.

If a trademark belongs personally to the seller, require transfer before closing.

If shares are pledged to a bank, require release.

If the largest customer must approve a change of control, make consent a closing condition.

If the seller’s future ability to pay indemnity claims is doubtful, keep part of the purchase price in escrow.

The goal is not merely to discover risk.

The goal is to allocate or eliminate it.

Finally, the closing itself must be controlled carefully.

A successful acquisition should coordinate:

share transfer + payment + regulatory approval + corporate resolutions + share certificate delivery + MKK/registry actions + management change + bank access + POA revocation + digital control + E-TUYS reporting.

The investor should not pay 100% of the purchase price and then begin asking:

“How do we actually take control of the company?”

The safest acquisition strategy is therefore:

identify the correct target → conduct legal and financial due diligence → determine A.Ş./Ltd. liability structure → investigate public debts → verify shares and encumbrances → review key contracts and licences → check Competition Board and sector approvals → negotiate SPA protections → satisfy conditions precedent → close payment and share transfer simultaneously → immediately secure operational and digital control.

Buying a company in Turkey can be an efficient route into one of the region’s largest markets.

But the price paid for the shares is only one part of the economic cost of the acquisition.

The real cost can also include every material liability that due diligence failed to discover before closing.

Legal Disclaimer

This article provides general legal information concerning the acquisition of Turkish companies, share transfers, corporate liabilities and foreign investor risks as of August 2026.

It does not constitute legal, tax, investment, financial or accounting advice regarding any particular transaction.

The legal position can vary according to:

• company type;
• shareholder structure;
• sector;
• public debt;
• management roles;
• tax history;
• SGK liabilities;
• share certificates;
• bearer or registered shares;
• articles of association;
• shareholders’ agreements;
• financing documents;
• licences;
• competition-law thresholds;
• foreign investment reporting;
• and the structure of the proposed acquisition.

Foreign investors considering the purchase of an existing Turkish company should conduct transaction-specific legal, tax and financial due diligence and obtain appropriate SPA protections before paying the purchase price or completing the share transfer.