Introduction

Signing a share purchase agreement does not always mean that ownership of a Turkish company changes immediately.

In many mergers and acquisitions, the transaction is divided into two separate stages:

• Signing, when the parties execute the share purchase, investment or asset purchase agreement; and
• Closing, when ownership is actually transferred, the purchase price is paid and the agreed corporate and regulatory actions are completed.

The period between signing and closing may last several days or several months, particularly where the transaction requires Competition Authority clearance, sector-specific regulatory approval, lender consent, third-party contractual consent or completion of a corporate restructuring.

A properly drafted transaction agreement must therefore regulate not only the commercial terms of the acquisition but also the entire path from signing to closing.

This includes identifying conditions precedent, restricting the seller’s conduct before closing, allocating regulatory risk, determining closing deliverables and providing remedies where closing cannot occur.

What Is the Difference Between Signing and Closing?

In a simple transaction, signing and closing may occur simultaneously.

The parties sign the agreement, transfer the shares and make payment on the same day.

This may be appropriate where:

• No regulatory approval is required;
• No third-party consent is necessary;
• Due diligence has been completed;
• The shares are immediately transferable;
• The purchase price is fixed;
• No material pre-closing restructuring is required.

More complex acquisitions typically use a split signing and closing structure.

At signing, the parties become contractually committed to complete the transaction once the agreed conditions have been satisfied.

At closing, the actual acquisition is implemented.

The distinction is commercially important because the buyer generally does not control the target during the interim period. The seller remains the shareholder and continues operating the business, subject to restrictions contained in the transaction agreement.

Why Is There a Gap Between Signing and Closing?

A gap may be required where certain actions cannot or should not be completed before the agreement is signed.

Typical reasons include:

• Turkish Competition Authority approval;
• Banking or financial regulatory approval;
• Energy sector approval;
• Insurance regulatory approval;
• Foreign regulatory clearance;
• Lender consent;
• Release of share pledges;
• Landlord or customer consent;
• Corporate restructuring;
• Completion of a carve-out;
• Conversion of shareholder debt;
• Renewal of material licences;
• Resolution of identified due diligence issues.

The parties must determine which matters are sufficiently important to prevent closing if they are not completed.

Those matters are usually drafted as conditions precedent.

What Are Conditions Precedent?

Conditions precedent are events or requirements that must be satisfied or waived before the parties are required to complete the transaction.

They protect the buyer from being forced to acquire a company before important legal or commercial requirements have been resolved.

Common conditions precedent include:

• Competition Authority clearance;
• Sector-specific regulatory approval;
• Shareholder or board approval;
• Third-party contractual consents;
• Release of pledges and attachments;
• Repayment of shareholder loans;
• Completion of agreed restructuring;
• Renewal of key licences;
• Execution of management agreements;
• Transfer of intellectual property to the target;
• No material breach of the transaction agreement;
• Accuracy of fundamental warranties at closing.

Conditions should be specific and objectively verifiable.

A clause requiring the buyer to be “satisfied with the company in all respects” may create uncertainty as to whether the buyer has an unlimited discretion not to close.

Regulatory Conditions Precedent

Regulatory approvals are among the most important closing conditions in Turkish M&A transactions.

Depending on the target’s business, an acquisition may require approval or notification from authorities such as:

• Turkish Competition Authority;
• Banking Regulation and Supervision Agency;
• Capital Markets Board;
• Energy Market Regulatory Authority;
• Insurance and Private Pension Regulation and Supervision Agency;
• Information and Communication Technologies Authority;
• Central Bank of the Republic of Turkey;
• Other sector-specific administrative authorities.

The transaction agreement should identify responsibility for preparing applications, providing information, responding to regulator questions and implementing any remedies required for approval.

Competition Authority Clearance

An acquisition resulting in a permanent change of control may require prior clearance from the Turkish Competition Authority where the applicable turnover thresholds are exceeded.

Turkey substantially revised its merger control regime in February 2026. The principal turnover thresholds were increased, including an increase of the individual Turkish turnover threshold to TRY 1 billion, the combined Turkish turnover threshold to TRY 3 billion and the relevant worldwide turnover threshold to TRY 9 billion under the applicable tests. The Competition Authority also updated its merger and acquisition guidelines in May 2026. (Rekabet Kurumu Haber Portalı)

The parties should conduct the merger control analysis before signing.

Where clearance is mandatory, completion should normally be expressly conditional upon obtaining Competition Board approval.

The parties must also avoid implementing the transaction before approval. Closing before mandatory clearance may result in administrative sanctions and regulatory complications.

Control, Not Only Share Percentage

Competition-law analysis focuses on control rather than only the percentage of shares acquired.

A buyer may acquire control by obtaining:

• Majority voting rights;
• The right to appoint a majority of directors;
• Veto rights over strategic commercial decisions;
• Joint decision-making rights;
• Contractual rights providing decisive influence.

Consequently, even a minority investment may require merger control analysis.

A transaction agreement should therefore be reviewed together with the shareholders’ agreement and governance rights to determine whether sole or joint control is being created.

Sector-Specific Regulatory Approval

Certain sectors apply separate change-of-control or qualifying-shareholding requirements.

The applicable regulatory framework may require:

• Prior approval;
• Notification;
• Submission of shareholder information;
• Disclosure of ultimate beneficial owners;
• Evidence of financial strength;
• Criminal record or reputation checks;
• Source-of-funds information;
• Updated business plans.

Where approval is mandatory, the parties should determine whether the obligation rests primarily on the buyer, seller or target.

The agreement should also address what happens if approval is granted subject to conditions that materially affect the economic basis of the acquisition.

Third-Party Consents

A share acquisition does not normally change the legal identity of the target company. Nevertheless, material contracts may contain change-of-control provisions.

These clauses may require:

• Prior consent;
• Written notification;
• Renegotiation;
• Repayment of financing;
• Additional security;
• Termination of the contract.

Material customer, supplier, distribution, franchise, lease and financing agreements should therefore be reviewed during legal due diligence.

If loss of a particular contract would materially affect the target’s value, the required consent may be included as a closing condition.

Less important consents may instead be treated as post-closing obligations or commercial risks reflected in the purchase price.

Financing Conditions

Buyers occasionally seek to make closing conditional upon obtaining acquisition financing.

Sellers generally resist broad financing conditions because they transfer the buyer’s financing risk to the seller.

In competitive M&A processes, a seller may require the buyer to demonstrate committed financing at signing.

Where financing is relevant, the agreement may regulate:

• Equity commitment letters;
• Debt commitment letters;
• Financing cooperation;
• Delivery of financial information;
• Refinancing of target debt;
• Release of existing security;
• Funds flow at closing.

The agreement should specify clearly whether failure to obtain financing permits termination.

Seller Conduct Between Signing and Closing

During the interim period, the buyer has agreed to acquire the business but does not yet own it.

The seller therefore normally undertakes to operate the target in the ordinary course of business.

Without such restrictions, the seller could materially alter the company before closing.

Common interim covenants prohibit the target from taking specified actions without buyer consent.

Ordinary Course Covenants

The seller may undertake that the target will continue conducting its business consistently with past practice.

Restricted actions may include:

• Issuing new shares;
• Declaring extraordinary dividends;
• Selling material assets;
• Incurring major new borrowing;
• Granting security;
• Entering unusual contracts;
• Terminating key employees;
• Increasing senior management compensation;
• Settling material litigation;
• Acquiring another business;
• Changing accounting policies;
• Entering related-party transactions.

Buyer consent rights should not be drafted so broadly that the buyer effectively controls the target before closing.

This is particularly important where the parties are competitors, because premature control may create competition-law risk.

Gun-Jumping Risk

The buyer must not exercise control over the target before mandatory regulatory approval and legal closing.

This concept is commonly referred to as gun-jumping.

Pre-closing restrictions should protect the value of the business without allowing the buyer to manage day-to-day operations.

For example, requiring buyer consent before the target changes its entire business model may be legitimate. Requiring approval for every customer discount, employee decision or ordinary purchase may create greater risk.

Information exchange between competitors must also be carefully managed before closing.

Where commercially sensitive information is necessary for integration planning, clean-team arrangements may be appropriate.

Access to Information Before Closing

The buyer often requires continued access to the target after signing.

This may include access to:

• Financial information;
• Management reports;
• Material contracts;
• Regulatory correspondence;
• Litigation developments;
• Key employees;
• Integration planning information.

The agreement should preserve confidentiality and ensure that access does not interfere unreasonably with the target’s business.

The seller may also restrict access to:

• Customer-specific pricing;
• Competitively sensitive strategies;
• Privileged legal advice;
• Personal data;
• information prohibited from disclosure by law or contract.

Bring-Down of Representations and Warranties

Where signing and closing occur on different dates, the buyer may require representations and warranties to remain accurate at closing.

This is generally called a bring-down condition.

The parties must determine whether the warranties are required to be:

• Accurate in all respects;
• Accurate in all material respects;
• Accurate subject to specified exceptions.

Fundamental warranties, such as ownership of shares and authority to sell, are generally treated more strictly.

Business warranties may be subject to materiality thresholds.

The seller should also have a duty to notify the buyer of developments that make a warranty inaccurate before closing.

Material Adverse Change Clauses

A buyer may seek the right not to close where a serious adverse event affects the target between signing and closing.

A Material Adverse Change (MAC) or Material Adverse Effect (MAE) clause may cover events materially affecting:

• Business operations;
• Assets;
• Financial condition;
• Regulatory status;
• Ability to complete the transaction.

Sellers normally seek broad exclusions for matters such as:

• General economic changes;
• Changes in interest rates;
• Currency fluctuations;
• Changes affecting the entire industry;
• Political events;
• General changes in law.

The buyer may seek a carve-back where the target is disproportionately affected compared with similar companies.

MAC clauses should be drafted carefully because vague wording can create uncertainty over whether the buyer is obligated to close.

Long-Stop Date

The parties should establish a deadline by which all conditions precedent must be satisfied.

This is commonly referred to as the long-stop date.

If closing has not occurred by that date, one or both parties may be entitled to terminate the agreement.

The agreement should determine:

• Initial long-stop date;
• Automatic extensions;
• Extensions for ongoing regulatory review;
• Responsibility for delays;
• Whether a party in breach may terminate;
• Consequences of termination.

For transactions involving Competition Authority or multiple foreign approvals, the period should reflect realistic review timelines.

Regulatory Efforts Clauses

The buyer and seller should agree how strongly they must pursue regulatory clearance.

Possible formulations include obligations to use:

• Reasonable efforts;
• Commercially reasonable efforts;
• Best efforts.

In larger international transactions, the agreement may also address whether the buyer must accept regulatory remedies.

For example, is the buyer required to:

• Sell an existing business;
• Divest part of the target;
• Terminate contracts;
• Accept behavioural commitments?

An unrestricted obligation to accept any remedy may materially alter the economics of the acquisition.

Regulatory risk allocation should therefore be negotiated expressly.

Reverse Break Fees

In certain transactions, the buyer may agree to pay a fee if the transaction fails because specified buyer-related conditions are not satisfied.

A reverse break fee may apply where:

• Financing fails;
• Competition approval is not obtained;
• Buyer shareholder approval fails;
• Buyer breaches closing obligations.

The enforceability and amount of such provisions should be considered under Turkish contract law, including rules applicable to contractual penalties.

The fee should not be drafted as a substitute for all other remedies unless that is the parties’ clear intention.

Preparing for Closing

Once the conditions precedent are satisfied, the parties should prepare a detailed closing agenda.

A closing checklist should identify:

• Each document;
• Responsible party;
• Signatory;
• Form requirements;
• Whether notarisation is required;
• Whether apostille or legalisation is required;
• Whether registry filing is required;
• Timing of payment;
• Escrow arrangements.

Complex closings may involve dozens of coordinated documents.

A well-prepared closing checklist substantially reduces execution risk.

Typical Seller Closing Deliverables

Depending on the transaction, the seller may be required to deliver:

• Share transfer documents;
• Original share certificates;
• Share ledger updates;
• Board or general assembly resolutions;
• Director resignations;
• Releases of share pledges;
• Corporate books;
• Disclosure confirmation;
• Bring-down certificate;
• Regulatory approvals;
• Third-party consents;
• Bank account information;
• Intellectual property assignments.

The seller may also be required to procure the termination of related-party arrangements or repayment of shareholder loans.

Typical Buyer Closing Deliverables

The buyer commonly delivers:

• Purchase price;
• Corporate authorisation;
• Share subscription documents;
• Appointment nominations;
• Closing certificates;
• Regulatory confirmations;
• Escrow instructions;
• Financing documents.

Foreign corporate buyers may need to provide apostilled or legalised corporate documentation and Turkish translations.

The buyer may also need Turkish tax identification and other administrative registrations depending on the transaction.

Payment Mechanics

The purchase price may be paid through:

• Direct bank transfer;
• Escrow;
• Lawyer or bank-controlled closing account;
• Multiple funds-flow transfers;
• Deferred payment arrangements.

The agreement should specify:

• Currency;
• Receiving account;
• Value date;
• Bank charges;
• Exchange-rate treatment;
• Evidence of payment;
• Consequences of payment delay.

For larger transactions, the parties generally prepare a detailed funds flow memorandum showing exactly where each part of the purchase price will be paid.

The purchase price may be divided among:

• Sellers;
• Banks;
• Existing lenders;
• Escrow account;
• Tax or transaction cost payments;
• Shareholder loan repayment.

Closing Through Escrow

Escrow can reduce simultaneous performance risk.

The buyer deposits the purchase price with the escrow agent before closing. The escrow agent releases the funds when agreed closing conditions have been satisfied.

The escrow agreement should regulate:

• Release conditions;
• Required documents;
• Disputed instructions;
• Bank fees;
• Interest;
• Governing law;
• Liability of the escrow agent.

Escrow may be particularly useful where foreign parties, multiple sellers or complex share transfer formalities are involved.

Joint-Stock Company Share Closing

The closing procedure for a Turkish joint-stock company depends on the type of shares.

For registered share certificates, transfer typically involves endorsement and delivery, subject to statutory and articles-of-association restrictions.

Bearer shares require compliance with the applicable Central Securities Depository notification rules.

Uncertificated shares require appropriate assignment documentation and corporate record updates.

The buyer should ensure that the share ledger is updated where required and that any board approval or registration condition has been properly completed.

Limited Liability Company Share Closing

Limited company shares are subject to more formal transfer requirements.

A transfer agreement generally requires written form and notarised signatures. Unless the articles of association provide otherwise, general assembly approval is also required under the TCC.

The post-transfer shareholder structure should then be reflected in the company’s records and relevant trade registry filings.

For this reason, closing a limited company acquisition often requires greater coordination with a Turkish notary and trade registry than the transfer of ordinary joint-stock company shares.

Corporate Resolutions at Closing

A change of ownership may be accompanied by changes in management and representation.

Closing resolutions may include:

• Appointment of directors or managers;
• Removal or resignation of existing management;
• Amendment of articles of association;
• Change in company representation;
• Appointment of authorised signatories;
• Change of registered office;
• Creation of new share classes;
• Approval of shareholder agreements;
• Capital increase.

These decisions should be prepared in advance and signed in the correct sequence.

The transaction documents should ensure that the seller cannot transfer the shares while leaving former management in control unless that outcome is intentional.

Trade Registry and MERSİS

Many corporate changes following an acquisition require trade registry registration.

MERSİS is Turkey’s central system through which company incorporation, amendment, registration and deregistration procedures are processed electronically. The Ministry of Trade states that registration procedures prescribed by the legislation are carried out electronically through MERSİS. (Ticaret Bakanlığı)

Trade registry records are public, and registrable matters are generally announced in the Turkish Trade Registry Gazette. (Ticaret Bakanlığı)

Depending on the transaction, filings may be required for:

• Manager or director changes;
• Representation authority;
• Capital increases;
• Articles amendments;
• Limited company shareholder changes;
• Merger or demerger;
• Registered office changes.

The parties should distinguish between the moment ownership legally transfers and the separate corporate changes requiring registration.

Post-Closing Share Ledger Updates

The company’s share ledger should be reviewed immediately after closing.

It should accurately reflect:

• New shareholders;
• Number and nominal value of shares;
• Share classes;
• Acquisition dates;
• Relevant transfer information.

Where share certificates have been issued, certificate numbers should correspond with the corporate records.

Discrepancies between transaction documents and company books can create later problems during dividend distributions, future investment rounds or resale of the company.

Management and Signing Authority

Post-closing control is incomplete if former owners or managers retain access to company accounts or legal representation powers.

Immediately following closing, the buyer should consider updating:

• Bank signatories;
• Internet banking access;
• Powers of attorney;
• Electronic signatures;
• Registered electronic mail accounts;
• Tax portal permissions;
• Social security authorisations;
• Accounting software users;
• Company credit cards;
• Digital storage;
• Domain and administrator credentials.

Corporate control should therefore be viewed both legally and operationally.

Bank Accounts

Banks may require new corporate resolutions, trade registry documents and signature information before changing authorised users.

This process may not be completed on the same day as legal closing.

The parties should therefore ensure that appropriate transitional banking arrangements exist.

The buyer should also review outstanding:

• Direct debits;
• Bank guarantees;
• Credit facilities;
• Security interests;
• Cash management agreements.

Release of Seller Security

A common closing issue arises where the target’s shares or assets are pledged to a bank.

The seller may need to repay acquisition, shareholder or company debt before the lender releases its security.

A closing funds flow may therefore provide for part of the purchase price to be paid directly to the bank.

The lender then delivers:

• Debt repayment confirmation;
• Release letter;
• Pledge release documents;
• Mortgage release documents.

The sequence should be carefully coordinated so that the buyer does not pay the seller while security remains in place.

Repayment of Shareholder Loans

The target may owe money to the seller or related companies.

The transaction documents should determine whether shareholder loans will be:

• Repaid before closing;
• Repaid at closing;
• Assigned to the buyer;
• Converted into equity;
• Waived.

The purchase price should clearly distinguish payment for shares from repayment of shareholder debt.

Otherwise, disputes may arise over whether the agreed company valuation included those amounts.

Director Resignations

A buyer acquiring control often requires seller-appointed directors to resign at closing.

Resignation letters may be held in escrow and become effective only once the purchase price is paid.

The transaction should also address:

• Release of directors;
• Outstanding remuneration;
• Company property;
• Confidential information;
• Continuing obligations;
• D&O insurance.

A release resolution should be assessed carefully because the legal effect of releasing directors from liability is governed by Turkish corporate law and cannot always eliminate all possible claims.

Employee Matters at Closing

A share acquisition does not ordinarily change the employer because the target company remains the same legal entity.

Nevertheless, the transaction may trigger:

• Management changes;
• Change-of-control bonuses;
• Retention payments;
• Employee notifications;
• New incentive programmes;
• Post-closing restructuring.

The buyer should avoid treating closing itself as an automatic basis for terminating employees.

Any later employment restructuring should be separately assessed under Turkish labour law.

Integration Planning

The period before closing can be used to prepare integration, but the parties should avoid premature implementation.

Post-closing integration may involve:

• Accounting systems;
• Procurement;
• HR;
• IT;
• Compliance;
• Branding;
• Banking;
• Supply chains;
• Reporting lines.

Integration teams should distinguish between planning and actual control.

Where competitors are involved, sensitive data should be handled through appropriate competition-law safeguards.

Post-Closing Contract Notifications

Certain contracts may require notification after a change of control even where prior consent was unnecessary.

These may include:

• Bank agreements;
• Customer contracts;
• Supplier agreements;
• Insurance policies;
• Lease agreements;
• Government contracts;
• Technology licences.

A post-closing compliance list should allocate each notification to the responsible party.

Failure to provide required notice may create termination rights or contractual breaches.

Regulatory Notifications After Closing

Certain sectors may require post-closing filings even after prior approval has been obtained.

These may include notification of:

• New shareholder structure;
• Ultimate beneficial ownership;
• Directors and managers;
• Capital changes;
• Foreign investment;
• Licence information.

The relevant approval decision should be reviewed to identify any conditions or reporting obligations imposed by the regulator.

Tax and Accounting Closing Actions

The accounting treatment of the acquisition should be coordinated with financial and tax advisers.

Post-closing actions may involve:

• Purchase price allocation;
• Shareholder loan accounting;
• Capital increase registration;
• Tax filings;
• Stamp tax analysis;
• VAT treatment;
• Transfer pricing documentation.

The agreement should also regulate responsibility for tax periods that overlap the closing date.

Closing Accounts

In a completion accounts transaction, the final purchase price is calculated after closing.

The seller generally prepares or assists in preparing closing financial statements showing items such as:

• Cash;
• Debt;
• Working capital;
• Transaction expenses.

The agreement should define accounting principles in advance.

Otherwise, the parties may disagree not because the underlying numbers differ but because they apply different accounting methodologies.

Any dispute is often referred to an independent accounting expert.

Locked-Box Transactions

Where a locked-box mechanism is used, the price is determined by reference to historical financial statements.

The seller typically undertakes that no unauthorised value has left the target after the locked-box date.

At closing, the buyer may require a certificate confirming that no prohibited leakage has occurred.

Any identified leakage may be reimbursed separately from ordinary warranty claims.

Post-Closing Purchase Price Adjustments

Certain amounts may remain payable after closing.

These may include:

• Earn-outs;
• Deferred consideration;
• Escrow release;
• Retention amounts;
• Working capital adjustment;
• Contingent payments.

The agreement should specify calculation methods and payment dates.

Where an earn-out depends on future company performance, the buyer’s post-closing conduct should also be regulated to prevent artificial manipulation of the result.

Earn-Outs

An earn-out provides additional consideration to the seller if the target achieves agreed future performance.

Common metrics include:

• Revenue;
• EBITDA;
• Net profit;
• Customer numbers;
• Regulatory approvals;
• Product milestones.

Earn-outs are particularly useful where the parties disagree on valuation.

They can also generate significant disputes.

The agreement should regulate:

• Accounting principles;
• Duration;
• Buyer management obligations;
• Extraordinary transactions;
• Related-party charges;
• Access to information;
• Dispute resolution.

An earn-out should not merely say that the seller receives additional payment “if the business performs well.”

Deferred Consideration

Part of the purchase price may be paid after closing irrespective of performance.

The seller should consider security for deferred payments.

Possible protections include:

• Bank guarantee;
• Escrow;
• Share pledge;
• Parent guarantee;
• Acceleration upon default.

The buyer may seek rights of set-off against valid warranty or indemnity claims.

The agreement should clearly state whether set-off is permitted.

Transitional Services Agreements

The target may depend on the seller’s group for services even after closing.

These may include:

• Accounting;
• Payroll;
• IT;
• Warehousing;
• Procurement;
• Human resources;
• Office space;
• Brand use.

A Transitional Services Agreement can ensure business continuity during separation.

It should specify:

• Services;
• Duration;
• Price;
• Service levels;
• Liability;
• Data security;
• Exit arrangements.

The buyer should avoid indefinite dependence on the seller.

Post-Closing Covenants

The seller may have continuing obligations after closing.

These may include:

• Non-compete;
• Non-solicitation;
• Confidentiality;
• Transition assistance;
• Tax cooperation;
• Litigation cooperation;
• Delivery of missing documents.

The duration and scope of restrictive covenants should be proportionate to the legitimate commercial interests being protected.

Overly broad non-compete restrictions may create enforceability and competition-law concerns.

Closing Memorandum

For significant transactions, counsel may prepare a closing memorandum following completion.

The memorandum records:

• Transaction documents;
• Signing date;
• Closing date;
• Conditions satisfied;
• Funds transferred;
• Shares transferred;
• Corporate decisions adopted;
• Registry filings made;
• Outstanding post-closing items.

This becomes a valuable record when the company is later refinanced, audited, sold or involved in litigation.

Common Closing Mistakes

Common problems in Turkish M&A closings include:

• Treating signing as automatic transfer of ownership;
• Failing to identify regulatory approvals early;
• Completing before Competition Authority clearance;
• Leaving conditions precedent vague;
• Failing to obtain lender releases;
• Paying sellers before security is removed;
• Ignoring change-of-control clauses;
• Failing to update the share ledger;
• Leaving former directors authorised;
• Forgetting MERSİS and trade registry filings;
• Omitting post-closing notifications;
• Failing to control banking and digital access;
• Using incomplete funds flow instructions;
• Failing to distinguish share price from shareholder debt;
• Leaving earn-out calculations undefined.

Practical Signing and Closing Checklist

Before signing and closing an M&A transaction in Turkey, the parties should generally:

1. Determine whether signing and closing will be simultaneous or separate.
2. Complete legal, financial and tax due diligence.
3. Identify all conditions precedent.
4. Conduct Competition Authority analysis.
5. Determine sector-specific approval requirements.
6. Identify material third-party consents.
7. Agree interim operating restrictions.
8. Establish a realistic long-stop date.
9. Prepare a detailed closing checklist.
10. Arrange financing and funds flow.
11. Obtain releases of pledges and security.
12. Prepare share transfer documents.
13. Adopt required corporate resolutions.
14. Pay the purchase price against closing deliverables.
15. Update corporate books and share records.
16. Complete MERSİS and trade registry filings.
17. Change management and signing authorities.
18. Secure bank and digital access.
19. Complete post-closing regulatory and contractual notifications.
20. Track deferred obligations, escrow and price adjustments.

Conclusion

The closing stage is where an M&A transaction becomes operational reality.

A well-negotiated acquisition agreement may still fail if regulatory approvals, share transfer documents, bank payments, corporate resolutions and security releases are not properly coordinated.

The parties should therefore treat signing and closing as a structured legal process rather than a single ceremonial event.

Where a gap exists between signing and closing, conditions precedent, interim operating covenants, regulatory cooperation obligations and long-stop provisions become particularly important.

At closing, payment should be synchronised with the transfer of shares, delivery of corporate control and release of relevant security. Post-closing filings, bank access, management changes and regulatory notifications should then be completed promptly.

MERSİS remains the central electronic platform for Turkish company registration and amendment procedures, while the trade registry system provides public registration and announcement of registrable corporate matters. (Ticaret Bakanlığı)

A carefully managed signing and closing process reduces execution risk and ensures that the buyer receives not merely legal title to shares, but effective and usable control of the acquired business.