A Turkish company is sold and historical customs debts appear after closing. Learn whether the company, buyer, seller, former shareholder or director may be responsible and how SPA indemnities affect the risk.

A foreign investor may acquire a Turkish company believing that all major liabilities have been identified during due diligence. Months or years after closing, however, Turkish Customs may conduct a post-clearance audit or secondary review and issue additional customs duties and penalties relating to imports completed before the acquisition.

This risk is particularly important in 2026 because the Ministry of Trade continues intensive post-clearance and secondary-control reviews of historical customs transactions. In July 2026, the Ministry reported TRY 28.7 billion in additional assessments and penalties resulting from such controls over the preceding two-and-a-half-year period.

The central question becomes:

Who bears an old customs debt discovered after the company has been sold?

There is no single answer.

The analysis depends primarily on whether the transaction was a share sale or asset sale, which legal entity imported the goods, when the customs debt arose, whether the company remains the customs debtor, whether shareholders or legal representatives can face statutory secondary liability, and what the share purchase agreement says about historical customs liabilities.

The correct approach is:

Identify the transaction structure → identify the customs debtor → determine the historical import period → verify the assessment → review the company’s collection exposure → analyze shareholder and director liability separately → review SPA warranties and indemnities → preserve objection rights → pursue contractual recovery where appropriate.

1. First Determine Whether This Was a Share Deal or Asset Deal

This distinction is fundamental.

In a share deal, the buyer acquires shares in the existing company.

The company itself normally continues to exist as the same legal entity after closing.

Therefore, changing the company’s shareholders does not by itself erase historical customs liabilities of that company.

An asset deal requires a different analysis because the buyer may have acquired selected business assets rather than shares in the customs debtor.

2. A Share Sale Does Not Create a New Company

Suppose:

Company A imported goods in 2024.

In 2026, its shareholders sell 100% of Company A to a foreign investor.

Customs subsequently audits Company A’s 2024 imports.

The company that made the historical customs declarations still exists.

The fact that its ownership changed does not automatically eliminate the company’s customs exposure.

3. The Buyer May Therefore Acquire Economic Exposure to Historical Customs Debt

Although the new shareholder did not personally make the old customs declarations, acquiring the company means acquiring an entity whose assets may be affected by historical liabilities.

If Company A must pay TRY 20 million in old customs duties and penalties, the economic value of the buyer’s investment may decline accordingly.

This is why customs due diligence is important in share acquisitions.

4. Post-Closing Discovery Is Entirely Possible

Historical customs problems can emerge after closing through:

• Post-clearance audit;
• Secondary control;
• Tariff classification review;
• Customs-value investigation;
• Origin verification;
• Royalty review;
• Anti-dumping investigation;
• Preferential-origin review.

The Ministry of Trade continues to conduct extensive historical reviews of customs declarations.

5. Identify the Historical Import Period

For every assessment, determine:

• Declaration date;
• Import date;
• Customs debt date;
• Additional assessment date;
• Penalty date;
• Notification date.

Do not simply categorize the liability as “pre-closing” because the assessment was issued after closing.

6. The Assessment Date and Underlying Transaction Date Are Different

Example:

Import: October 2024
Company acquisition: January 2026
Customs audit: August 2026
Additional assessment: September 2026

The assessment is new, but the underlying customs transaction predates the acquisition.

That distinction can be decisive under the SPA.

7. First Challenge the Customs Debt Itself

Before arguing about whether buyer or seller should pay, determine whether Customs is correct.

Review:

• Tariff classification;
• Customs value;
• Origin;
• Preferential treatment;
• Additional customs duty;
• Anti-dumping duty;
• Quantity;
• Royalties and licence fees.

A seller indemnity dispute should not distract the company from challenging an incorrect customs assessment.

8. Protect Customs Objection Deadlines

The company’s contractual claim against the seller does not suspend customs procedures.

If Customs issues an additional assessment or penalty, the company must independently protect the applicable administrative and judicial deadlines.

A buyer should not spend weeks negotiating with the seller while the company’s customs objection period expires.

9. Review the Share Purchase Agreement Immediately

Locate provisions covering:

• Taxes;
• Customs duties;
• Import liabilities;
• Administrative penalties;
• Historical compliance;
• Representations and warranties;
• Specific indemnities;
• Disclosure schedules;
• Claim-notification procedures;
• Limitation periods;
• Liability caps.

The SPA may determine the ultimate economic allocation between buyer and seller.

10. Customs Liability and SPA Liability Are Different

This distinction is essential.

Customs law asks: Who owes the public debt?

The SPA asks: Who must ultimately bear the economic loss between buyer and seller?

Customs authorities are not necessarily bound by the buyer and seller’s private allocation of liability.

11. A Seller Indemnity Does Not Automatically Stop Customs Collection

Suppose the SPA states:

“Seller shall indemnify Buyer for all customs liabilities relating to periods before Closing.”

That provision may create a strong contractual recovery claim.

But it does not necessarily mean Customs must pursue the seller instead of the company.

The company may still need to address the public debt first and pursue contractual reimbursement separately.

12. Review Customs Warranties

The SPA may contain warranties stating that:

• Customs declarations were accurate;
• All import duties were paid;
• Tariff classifications were correct;
• No customs investigations were pending;
• Origin documentation was valid.

A later historical assessment may potentially constitute a warranty issue.

13. Specific Customs Indemnities Are Stronger Protection

Where due diligence identifies a particular customs risk before closing, parties often negotiate a specific indemnity.

For example:

“Seller shall indemnify Buyer for all liabilities arising from the tariff classification of Product X for imports made before Closing.”

Such wording can substantially reduce later disputes over risk allocation.

14. Check Whether the Liability Was Disclosed

The seller may argue that the buyer knew about the risk.

Review:

• Disclosure letter;
• Data room;
• Audit reports;
• Customs correspondence;
• Internal compliance reports.

A properly disclosed risk may be treated differently under the SPA from an undisclosed liability.

15. Due Diligence Knowledge Can Matter Contractually

Whether the buyer knew or should have known about the customs issue can affect contractual claims depending on the SPA wording and governing law.

Do not assume that identifying a risk during due diligence automatically destroys an indemnity claim—or that it automatically preserves one.

Read the agreement.

16. Check the SPA Claim Deadline

An SPA may impose separate deadlines for:

• General warranty claims;
• Tax claims;
• Customs claims;
• Fundamental warranties.

The customs assessment may still be challengeable while the contractual indemnity deadline is approaching.

Monitor both timelines.

17. Follow the Contractual Notice Procedure

A valid indemnity claim may require notice containing:

• Nature of the claim;
• Estimated amount;
• Supporting documents;
• Relevant warranty or indemnity;
• Required timing.

Do not send only an informal email saying:

“Customs found a problem.”

18. Allow the Seller to Participate Where Required

Some SPAs allow the seller to:

• Participate in the defense;
• Provide information;
• Approve settlements;
• Challenge assessments.

Ignoring these provisions can create a second dispute.

19. Do Not Settle With Customs Without Reviewing the SPA

A settlement decision may affect contractual recovery.

Before settling, determine whether the SPA requires:

• Seller consent;
• Consultation;
• Notice.

The company should coordinate customs strategy and M&A strategy.

20. Who Is Responsible in a Limited Liability Company?

The company remains the primary entity to analyze.

However, where qualifying public receivables cannot be collected, or are understood to be uncollectible, from a limited company, Article 35 of Law No. 6183 provides for shareholder liability proportionate to capital shares.

This creates additional complexity after a share sale.

21. Former and New Limited-Company Shareholders May Both Require Analysis

Article 35 contains specific rules concerning share transfers.

The current statutory text provides that, for qualifying pre-transfer public receivables, transferors and transferees may be jointly responsible under the share-based liability framework. It also addresses situations where the shareholders differ between the time the public receivable arose and the time it became payable.

Accordingly, the statement:

“I sold the company, so old customs debts can never affect me”

may be incorrect for a former limited-company shareholder.

22. Shareholder Liability Is Not Automatic at the First Stage

Official Revenue Administration guidance states that limited-company shareholder pursuit under Article 35 requires the public receivable to be wholly or partially uncollectible, or understood to be uncollectible, from the company after the relevant collection process.

Therefore, the company’s own collection position remains central.

23. Historical Share Percentages Matter

If Article 35 becomes relevant, obtain:

• Historical articles of association;
• Share ledger;
• Share transfer agreement;
• Trade registry records;
• Capital increases.

Do not automatically apply today’s ownership percentage to an old customs liability.

24. Shareholder and Director Liability Must Be Separated

A shareholder may also have been:

• Manager;
• Board member;
• Legal representative.

Shareholder liability and legal-representative liability arise under different statutory rules.

Official collection guidance distinguishes Article 35 limited-company shareholder liability from liability of legal representatives under repeated Article 35.

25. Former Directors May Require Separate Analysis

If the seller or seller-appointed executive was the company’s legal representative during the historical customs period, separate legal-representative rules may become relevant.

But this should not be confused with the seller’s contractual indemnity obligation.

There may therefore be three separate layers:

Company customs liability

Statutory personal liability

SPA contractual liability.

26. Joint-Stock Company Shareholders Are Different

An ordinary shareholder of a joint-stock company should not automatically be treated under the limited-company shareholder rule.

If authorities seek personal payment from a former or current shareholder, the precise statutory basis must be identified.

27. Asset Sales Require Different Analysis

If the buyer purchased only:

• Machinery;
• Inventory;
• Customer contracts;
• Business assets,

rather than shares in the company, do not automatically assume the buyer inherited every historical customs debt.

The structure of the asset transfer and any applicable statutory succession rules must be reviewed separately.

28. Review Whether the Business Itself Was Transferred

An asset acquisition can sometimes involve more than isolated asset purchases.

Determine:

• What was transferred;
• Whether operations continued;
• Whether liabilities were contractually assumed;
• Whether another statutory succession rule applies.

The label “asset deal” is not enough.

29. Check Escrow and Holdback Arrangements

The buyer may still hold part of the purchase price in:

• Escrow;
• Holdback;
• Retention account.

If a historical customs liability arises, determine whether the buyer can claim against those funds.

30. Warranty and Indemnity Insurance Should Be Checked

Large M&A transactions may include warranty and indemnity insurance.

Review whether:

• Customs liabilities are covered;
• Tax matters are excluded;
• Known risks are excluded;
• Notice has been given in time.

Prompt notification may be essential.

31. Do Not Assume “Tax Indemnity” Automatically Covers Customs

Some SPAs define “Tax” broadly enough to include customs duties.

Others treat customs separately.

Read the definitions carefully.

32. Penalties and Interest Should Be Expressly Checked

An indemnity may cover the principal customs duty but dispute may arise over:

• Administrative penalties;
• Late-payment charges;
• Legal costs;
• Expert fees.

Check the definition of “Loss.”

33. Buyer Conduct After Closing Can Affect the Claim

Suppose the buyer discovers a historical customs issue but fails to challenge an obviously incorrect assessment.

The seller may later argue that the buyer failed to mitigate its loss.

Document why each customs decision was taken.

34. Preserve Historical Customs Records

After an acquisition, do not discard the target company’s old:

• Declarations;
• Commercial invoices;
• Origin documents;
• Technical specifications;
• Royalty agreements;
• Transfer-pricing records.

Historical assessments may emerge years after the original imports.

35. Obtain Seller Cooperation Before Records Disappear

Former owners and executives may possess knowledge concerning:

• Supplier negotiations;
• Product classification;
• Customs-value methodology;
• Origin documentation.

Obtain this information promptly after the assessment appears.

36. Build a Pre-Closing/Post-Closing Declaration Matrix

Separate:

Imports before closing

from

imports after closing.

Then identify whether the same customs practice continued after acquisition.

This matters because the buyer may have its own post-closing exposure.

37. Do Not Assume Every Later Assessment Is the Seller’s Problem

If the buyer continued the same problematic customs practice after closing, the exposure may need to be divided.

For example:

2024–2025 imports: seller period

2026–2027 imports: buyer-controlled period.

The contractual and public-law analysis may therefore differ by declaration.

38. Correct Future Imports Immediately Where Necessary

If a genuine customs problem is identified, review current declarations.

Do not continue an incorrect practice merely because buyer and seller are arguing about historical liability.

Prospective compliance and historical defense should be coordinated.

39. Quantify the Entire Exposure

Calculate:

Additional duties

Penalties

Late-payment charges

Professional costs

Potential contractual losses.

This allows management to assess whether litigation, settlement or indemnity recovery is commercially appropriate.

40. Review Purchase Price Adjustment Mechanisms

Some transactions contain:

• Completion accounts;
• Locked-box protections;
• Debt-like item definitions.

A customs liability may potentially interact with these mechanisms depending on the SPA.

41. Consider Fraud or Misrepresentation Separately

If the seller intentionally concealed a known customs investigation or falsified customs compliance information, the issue may go beyond an ordinary warranty claim.

The evidence and governing law should be reviewed separately.

42. Foreign Buyers Should Not Wait for the Seller to Handle Customs

The target company remains exposed to customs deadlines and enforcement.

Even where the seller has promised full indemnification, the buyer should ensure that the target company protects its administrative and judicial rights.

43. Prepare a Dual-Track Strategy

Track One — Customs

Challenge the assessment, penalties and collection measures.

Track Two — M&A

Notify the seller, preserve indemnity rights, access escrow and pursue contractual recovery.

Both tracks should run simultaneously.

44. Future M&A Due Diligence Should Include Customs

For import-heavy targets, due diligence should review:

• Tariff classification;
• Customs value;
• Related-party imports;
• Royalties;
• Origin;
• Preferential certificates;
• Additional customs duties;
• Anti-dumping measures;
• Historical audits.

Customs should not be treated merely as a minor tax checklist item.

45. Immediate Strategy When Old Customs Debt Appears After a Company Sale

The recommended sequence is:

Identify whether the transaction was a share or asset deal

→ obtain the customs assessment

→ identify historical declarations

→ verify the customs merits

→ protect objection deadlines

→ separate pre-closing and post-closing imports

→ review the SPA

→ identify warranties and indemnities

→ send contractual notice

→ review shareholder and director liability separately

→ check escrow and insurance

→ coordinate the customs defense with the seller claim

→ correct future customs practices where necessary.

25-Point Post-Acquisition Customs Debt Checklist

1. Identify the transaction structure.
2. Obtain the SPA.
3. Identify the customs debtor.
4. Obtain the assessment.
5. Identify affected declarations.
6. Determine import dates.
7. Determine when the customs debts arose.
8. Separate pre-closing imports.
9. Separate post-closing imports.
10. Review tariff classification.
11. Review customs value.
12. Review origin.
13. Review additional duties.
14. Review penalties.
15. Protect customs objection deadlines.
16. Review customs warranties.
17. Review tax and customs indemnities.
18. Review disclosure schedules.
19. Check SPA claim deadlines.
20. Send contractual notice.
21. Review escrow or holdback.
22. Review insurance.
23. Analyze historical shareholders.
24. Analyze former legal representatives.
25. Quantify the total exposure.

Frequently Asked Questions

1. If a company is sold, do its old customs debts disappear?

No. In a share acquisition, the company generally continues as the same legal entity. Historical customs liabilities can therefore remain with the company even though its shareholders have changed.

2. Can Customs audit imports completed before the company was sold?

Yes. Historical declarations can be reviewed through post-clearance and secondary-control procedures. The Ministry continues substantial historical customs review activity in 2026.

3. Does the buyer personally owe the old customs debt?

Not automatically. The company, shareholder and legal-representative positions must be distinguished. The transaction structure and corporate form are critical.

4. Can a former limited-company shareholder still face liability?

Potentially. Article 35 of Law No. 6183 contains specific rules concerning limited-company shareholders and share transfers, including qualifying pre-transfer public receivables.

5. Is the new shareholder automatically liable for all historical debt?

No automatic conclusion should be made. Company liability, limited-company shareholder liability and legal-representative liability require separate analyses.

6. What if the SPA says the seller bears all pre-closing customs liabilities?

That may create a contractual indemnity claim against the seller, but it does not necessarily prevent Customs from pursuing the company or another person who is statutorily liable.

7. Can the buyer recover customs penalties from the seller?

Potentially, depending on the wording of the SPA, indemnity, warranties and definition of recoverable losses.

8. Should the buyer pay Customs first and claim against the seller later?

That depends on the assessment, enforcement stage, SPA and commercial circumstances. An incorrect customs assessment should not automatically be paid merely because an indemnity exists.

9. What if the seller concealed an existing customs investigation?

The buyer should review warranty, indemnity, disclosure and potentially misrepresentation remedies under the governing law.

10. What is the biggest mistake after discovering an old customs debt?

Treating the issue only as an M&A dispute. The target company must protect its customs-law deadlines while the buyer separately preserves its contractual rights against the seller. Missing the customs objection deadline can materially increase the loss even where the buyer has a strong indemnity claim.

Client-Focused Legal Support for Historical Customs Debts After Company Acquisitions

Post-acquisition customs disputes may involve:

Historical customs debts

Post-clearance audits

Share purchase agreements

Customs warranties

Seller indemnities

Former shareholder liability

Director liability

Customs penalties

Escrow and holdback claims

and cross-border M&A disputes.

Fırat Fesih Kaya Law Office assists foreign investors, international buyers, sellers and multinational companies when historical Turkish customs liabilities emerge after a company acquisition.

Lawyer Fırat Fesih Kaya provides legal assistance in challenging historical customs assessments, determining corporate and personal liability, reviewing SPA warranties and indemnities, preserving claims against sellers and coordinating customs litigation with post-acquisition contractual disputes.

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