Compare asset purchases and share purchases in Turkey. Learn the legal, tax, employment, regulatory, and commercial differences to determine which acquisition structure is safer for foreign investors in this 2026 Updated Legal Guide.

One of the most important decisions a foreign investor makes when acquiring a Turkish business is whether to purchase the company’s shares or only its assets. The chosen transaction structure affects legal liability, taxation, regulatory approvals, employment obligations, commercial contracts, intellectual property, financing arrangements, and post-closing integration.

There is no universally “safer” structure. The better option depends on the target company’s business, regulatory environment, tax profile, contractual relationships, and the buyer’s commercial objectives.

Turkey’s foreign direct investment regime is based on the principle of equal treatment. Foreign investors generally have the same rights as domestic investors when acquiring Turkish companies or establishing new businesses, subject to sector-specific legislation and merger-control requirements where applicable. (Invest in Türkiye)

This 2026 Updated Legal Guide explains the key differences between asset purchases and share purchases, the advantages and disadvantages of each structure, and how foreign businesses can select the most appropriate approach.

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What Is a Share Purchase?

In a share purchase, the buyer acquires ownership of the company by purchasing part or all of its shares.

The legal entity continues to exist exactly as before.

Only the ownership changes.

The company generally retains:

• Existing contracts.
• Employees.
• Licenses.
• Bank accounts.
• Intellectual property.
• Customer relationships.
• Supplier agreements.
• Tax history.
• Litigation.
• Assets and liabilities.

The buyer therefore acquires the company together with both its opportunities and its historical risks.

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What Is an Asset Purchase?

In an asset purchase, the buyer acquires selected business assets instead of acquiring the company itself.

Typical assets include:

• Machinery.
• Equipment.
• Inventory.
• Trademarks.
• Patents.
• Domain names.
• Software.
• Customer contracts (where assignable).
• Real estate.
• Vehicles.
• Goodwill.

The selling company remains responsible for obligations that are not transferred, subject to applicable law, contractual arrangements, and any mandatory successor-liability rules.

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Main Differences Between the Two Structures

Share Purchase

The buyer acquires:

• The company.
• All shares purchased.
• Existing business operations.
• Historical legal position.
• Existing liabilities.
• Ongoing contractual relationships.

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Asset Purchase

The buyer acquires:

• Selected assets.
• Selected contractual rights.
• Agreed intellectual property.
• Certain business operations.

The selling company generally remains in existence unless separately wound up.

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Which Structure Is Usually Safer?

Neither structure is automatically safer.

Generally:

A share purchase is often more efficient where the business depends on continuity of contracts, licenses, employees, regulatory approvals, and customer relationships.

An asset purchase may reduce exposure to certain historical liabilities because the buyer can negotiate which assets and obligations will transfer.

However, an asset purchase does not eliminate every legal risk.

Tax rules, employment law, environmental obligations, contractual provisions, and statutory successor-liability principles may still affect the buyer.

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Advantages of a Share Purchase

A share acquisition generally provides:

• Business continuity.
• Existing legal identity.
• Existing commercial reputation.
• Customer continuity.
• Existing workforce.
• Existing supplier network.
• Existing financing arrangements.
• Existing permits (subject to sector-specific rules).
• Easier operational transition.

For established businesses, continuity is often commercially valuable.

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Disadvantages of a Share Purchase

The buyer may inherit exposure arising from:

• Historical tax liabilities.
• Employment claims.
• Pending litigation.
• Customs disputes.
• Environmental obligations.
• Data protection violations.
• Regulatory investigations.
• Contractual breaches.
• Accounting irregularities.

These risks make comprehensive legal due diligence essential.

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Advantages of an Asset Purchase

Asset acquisitions may allow buyers to:

• Select valuable assets.
• Exclude unwanted operations.
• Avoid acquiring unnecessary subsidiaries.
• Leave behind some historical obligations.
• Structure the acquisition more flexibly.
• Integrate selected assets into an existing business.

This flexibility often appeals to strategic investors.

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Disadvantages of an Asset Purchase

Potential disadvantages include:

• Transfer of each asset separately.
• Assignment restrictions.
• Third-party consent requirements.
• Transfer taxes.
• Employee transfer issues.
• Customer notification.
• Supplier renegotiation.
• Licensing complications.
• Operational disruption.

In some industries, transferring contracts may be more difficult than transferring shares.

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Employment Law Considerations

Employment issues differ significantly.

Share Purchase

Employees generally remain employed by the same company.

Business continuity is preserved.

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Asset Purchase

Depending on the transaction structure and applicable law:

• Employees may transfer.
• Employee consultation obligations may arise.
• Existing employment rights require careful review.
• Successor employer issues may become relevant.

Employment due diligence is critical in both structures.

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Tax Considerations

Tax consequences differ substantially.

Potential issues include:

• Corporate income tax.
• VAT.
• Stamp tax.
• Capital gains taxation.
• Transfer pricing.
• Asset valuation.
• Depreciation.
• Customs duties.

Each transaction should receive independent tax advice before signing.

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Regulatory Approvals

Certain industries require regulatory review regardless of the transaction structure.

Examples include:

• Banking.
• Insurance.
• Energy.
• Telecommunications.
• Healthcare.
• Mining.
• Aviation.

Industry-specific legislation may require approval before ownership changes or transfers of licensed assets.

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Competition Law

Both asset acquisitions and share acquisitions may require merger-control review.

Whether notification is necessary depends on the nature of the transaction and the applicable turnover thresholds.

Foreign buyers should evaluate Turkish merger-control rules before signing and certainly before closing. (LEXPERA)

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Contracts

Share Purchase

Commercial contracts often remain in force because the contracting company does not change.

However, buyers should review agreements for:

• Change-of-control clauses.
• Termination rights.
• Consent requirements.
• Early repayment provisions.

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Asset Purchase

Contracts generally require individual review.

Some agreements:

• Cannot be assigned.
• Require customer consent.
• Require supplier approval.
• Automatically terminate upon transfer.

Every material contract should be examined individually.

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Intellectual Property

The treatment of intellectual property also differs.

Share Purchase

The company generally continues owning:

• Trademarks.
• Patents.
• Software.
• Domain names.
• Copyrights.

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Asset Purchase

Each IP right should be expressly transferred.

The agreement should specify:

• Registration documents.
• Assignment procedures.
• Licensing arrangements.
• Source code ownership.
• Employee assignments.

Failure to transfer IP correctly may significantly reduce the value of the transaction.

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Due Diligence Requirements

Regardless of structure, buyers should review:

• Corporate records.
• Litigation.
• Tax compliance.
• Financial statements.
• Employment matters.
• Regulatory licenses.
• Commercial contracts.
• Intellectual property.
• Data protection compliance.
• Customs matters.
• Environmental issues.
• Competition law risks.

The scope of due diligence may differ, but it should never be omitted.

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Which Structure Do Foreign Investors Usually Choose?

Foreign investors frequently choose:

Share Purchases when:

• Buying an established operating business.
• Preserving contracts.
• Maintaining licenses.
• Continuing customer relationships.
• Retaining employees.

Asset Purchases when:

• Buying selected assets.
• Avoiding unwanted liabilities.
• Purchasing distressed businesses.
• Acquiring manufacturing facilities.
• Purchasing intellectual property portfolios.

The optimal structure depends on the commercial objectives and risk profile of the transaction.

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Common Mistakes

Foreign buyers frequently:

• Focus only on purchase price.
• Ignore historical liabilities.
• Skip legal due diligence.
• Overlook change-of-control clauses.
• Fail to review employment risks.
• Ignore regulatory approvals.
• Underestimate tax consequences.
• Use foreign templates for Turkish transactions.

These mistakes often result in expensive post-closing disputes.

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Why Professional Legal Assistance Is Essential

Choosing between an asset acquisition and a share acquisition requires expertise in:

• Corporate law.
• Mergers and acquisitions.
• Tax law.
• Employment law.
• Competition law.
• Commercial contracts.
• Regulatory compliance.
• Intellectual property.
• Data protection.
• Dispute resolution.

An experienced Turkish M&A lawyer can:

• Compare both acquisition structures.
• Conduct legal due diligence.
• Identify hidden liabilities.
• Draft acquisition agreements.
• Negotiate warranties and indemnities.
• Coordinate regulatory approvals.
• Structure the transaction efficiently.
• Protect the buyer throughout the acquisition process.

Selecting the appropriate acquisition structure before negotiations begin often has a greater impact on transaction success than the purchase price itself.

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Frequently Asked Questions

1. Is an asset purchase safer than a share purchase?

Not necessarily. An asset purchase may reduce exposure to some historical liabilities, but it does not eliminate all legal, tax, employment, contractual, or regulatory risks.

2. When is a share purchase preferable?

A share purchase is often preferable when preserving contracts, licenses, employees, customers, and business continuity is commercially important.

3. Can a buyer avoid historical liabilities through an asset purchase?

Sometimes, but not always. Certain obligations may continue under applicable law, contractual arrangements, or sector-specific regulations.

4. Which structure is more common for foreign investors?

Share purchases are commonly used for acquisitions of established operating companies, while asset purchases are frequently selected for carve-outs, distressed transactions, or acquisitions of specific business divisions.

5. Do both transaction types require legal due diligence?

Yes. The scope may differ, but comprehensive legal due diligence is essential regardless of the acquisition structure.

6. Can both structures require Competition Authority approval?

Yes. If the applicable merger-control thresholds are met, either structure may require prior clearance before completion. (LEXPERA)

7. Are tax consequences different?

Yes. Asset purchases and share purchases often have different tax consequences. Transaction-specific tax advice should always be obtained before signing.

8. Why should foreign investors hire a Turkish M&A lawyer?

A Turkish M&A lawyer can determine the most suitable acquisition structure, identify hidden risks, conduct legal due diligence, negotiate contractual protections, obtain regulatory approvals where necessary, and help ensure that the transaction is completed efficiently and in compliance with Turkish law.

Legal Support – Contact Our Corporate and M&A Lawyers

Choosing the right acquisition structure is one of the most important decisions in any investment transaction. Whether you are acquiring shares in an established Turkish company or purchasing selected business assets, proper legal planning can significantly reduce post-closing disputes, regulatory risks, and unexpected liabilities.

Fırat Fesih Kaya and our legal team advise foreign investors, multinational corporations, private equity funds, family offices, entrepreneurs, and international businesses on share acquisitions, asset purchases, mergers and acquisitions, legal due diligence, transaction structuring, regulatory approvals, competition law, commercial contracts, and post-closing dispute resolution throughout Turkey.

Phone: +90 312 434 22 22

Mobile: +90 532 769 22 22

Email: info@firatfesihkaya.av.tr

Address: Mevlana Boulevard No:221, Yıldırım Tower, Office No:148, 06520 Balgat, Çankaya, Ankara, Turkey