Customs Issues During Mergers and Acquisitions in Turkey (2026 Legal Guide)

Learn about customs issues during mergers and acquisitions in Turkey in 2026. Explore customs due diligence, hidden customs liabilities, customs audits, import-export compliance, customs valuation risks, investment incentives, and legal strategies for buyers and investors.

Mergers and acquisitions (M&A) have become one of the primary methods used by foreign investors and multinational corporations to enter the Turkish market. Rather than establishing a new company from the ground up, investors often acquire existing businesses with established operations, customer bases, licenses, supply chains, and market presence. While traditional M&A due diligence focuses heavily on corporate, financial, tax, employment, intellectual property, and environmental issues, customs-related risks are frequently underestimated despite their potential to generate substantial liabilities.

For businesses engaged in manufacturing, international trade, logistics, automotive production, pharmaceuticals, food processing, technology, energy, chemicals, and industrial production, customs compliance is often deeply integrated into daily operations. Historical customs violations, unresolved customs disputes, valuation issues, classification errors, origin-related deficiencies, and investment incentive breaches may remain hidden until after an acquisition has been completed.

In 2026, Turkish customs authorities continue strengthening post-clearance audit programs, electronic customs monitoring systems, risk-based compliance controls, origin verification mechanisms, and international information-sharing initiatives. Consequently, customs liabilities can significantly affect transaction value, acquisition structures, post-closing integration, and future profitability.

For this reason, customs issues should be treated as a core component of every merger and acquisition transaction involving businesses engaged in import-export activities.

Why Customs Issues Matter in Mergers and Acquisitions

Many investors focus primarily on financial statements when evaluating acquisition targets.

However, customs liabilities frequently do not appear clearly in standard financial reports.

A target company may appear profitable and financially stable while simultaneously carrying substantial customs exposure arising from:

• Historical customs violations
• Ongoing customs audits
• Incorrect tariff classifications
• Customs valuation disputes
• Origin-related liabilities
• Investment incentive non-compliance
• Import licensing violations

These liabilities may emerge years after the underlying transactions occurred.

As a result, buyers may unknowingly inherit customs risks that significantly affect the economic value of the transaction.

Proper customs due diligence therefore serves as a critical risk management tool during acquisitions.

Understanding Customs Liability in Acquisition Transactions

One of the most important questions during an acquisition concerns responsibility for historical customs liabilities.

In many situations, customs authorities may pursue unpaid customs duties, penalties, and related obligations regardless of changes in ownership.

Consequently, acquiring companies may inherit exposure relating to:

• Previous import transactions
• Historical export activities
• Customs declarations
• Customs valuation methodologies
• Origin claims
• Incentive-related obligations

The exact legal consequences depend on the transaction structure and specific circumstances.

Nevertheless, customs risks should always be evaluated before signing definitive acquisition agreements.

Ignoring customs exposure may result in unexpected post-closing financial liabilities.

Customs Due Diligence as a Critical M&A Process

Customs due diligence has become an essential element of modern M&A transactions.

The purpose of customs due diligence is to identify:

• Existing customs liabilities
• Compliance weaknesses
• Historical violations
• Audit exposure
• Future customs risks

Due diligence reviews should examine:

• Import operations
• Export activities
• Customs documentation
• Customs procedures
• Internal compliance systems
• Regulatory correspondence

A comprehensive review allows investors to quantify customs risks and negotiate appropriate contractual protections.

Without customs due diligence, investors may make decisions based on incomplete information.

Reviewing Import and Export Operations

The first step in evaluating customs exposure involves understanding the target company’s import-export activities.

Key questions include:

• What products are imported?
• What products are exported?
• Which countries are involved?
• What customs procedures are utilized?
• How significant are customs operations?

Businesses heavily dependent on international trade generally present greater customs exposure than companies focused exclusively on domestic operations.

The volume and complexity of trade activities often determine the scope of customs due diligence required.

Understanding the company’s customs profile helps identify areas requiring deeper investigation.

Tariff Classification Risks

Incorrect tariff classification remains one of the most common sources of customs disputes.

Every imported and exported product must be classified under the correct customs tariff code.

During an acquisition review, investors should examine:

• Classification methodologies
• Product descriptions
• Classification consistency
• Historical disputes

Potential warning signs include:

• Frequent classification changes
• Aggressive duty-saving strategies
• Lack of supporting technical documentation
• Classification disagreements with customs authorities

Classification errors may result in substantial additional duties and penalties.

Because such liabilities may accumulate over multiple years, financial exposure can become significant.

Customs Valuation Risks in Acquisitions

Customs valuation often represents one of the most material customs risks affecting multinational businesses.

Many target companies import goods from:

• Parent companies
• Subsidiaries
• Related entities
• Strategic partners

Customs authorities frequently scrutinize such transactions to determine whether declared values accurately reflect the true customs value of imported goods.

Valuation reviews should focus on:

• Transfer pricing arrangements
• Royalty payments
• Licensing agreements
• Engineering services
• Technology transfer arrangements

Historical valuation deficiencies may generate substantial retroactive customs assessments.

Investors should therefore evaluate valuation practices carefully during due diligence.

Transfer Pricing and Customs Risk

The interaction between transfer pricing and customs valuation creates unique challenges during acquisitions.

A pricing structure accepted for tax purposes may still be challenged by customs authorities.

Due diligence should evaluate:

• Transfer pricing documentation
• Intercompany agreements
• Pricing methodologies
• Customs valuation consistency

Regulatory inconsistencies between tax and customs positions frequently create enforcement risks.

Multinational acquisition targets deserve particular scrutiny in this area because related-party transactions often attract heightened customs attention.

Origin Verification Risks

Many companies benefit from preferential customs treatment under trade agreements and Customs Union arrangements.

However, these benefits depend upon compliance with applicable origin requirements.

Investors should review:

• Certificates of origin
• Supplier declarations
• Manufacturing records
• Origin verification procedures

Common risks include:

• Incomplete documentation
• Incorrect origin claims
• Weak internal controls
• Inadequate supplier certifications

If customs authorities reject origin claims, significant liabilities may arise through retroactive duty assessments and penalties.

Origin compliance should therefore be a major focus of customs due diligence.

Customs Audit Exposure

Customs audit history provides valuable insight into a target company’s compliance culture and regulatory risk profile.

Investors should review:

• Previous customs audits
• Audit findings
• Administrative penalties
• Settlement agreements
• Ongoing investigations

Repeated audit findings may indicate systemic compliance weaknesses.

Even where previous issues were resolved, recurring deficiencies often suggest elevated future risk.

A thorough understanding of customs audit history helps investors assess the likelihood of future regulatory challenges.

Investment Incentive Risks

Many manufacturing and industrial businesses operate under investment incentive programs providing customs-related benefits.

Examples include:

• Customs duty exemptions
• VAT exemptions
• Strategic investment incentives
• Free zone advantages

Due diligence should evaluate whether:

• Incentive conditions were satisfied
• Reporting obligations were fulfilled
• Imported equipment remains compliant
• Regulatory approvals remain valid

Improper use of incentive benefits may result in:

• Revocation of incentives
• Additional customs duties
• Interest assessments
• Administrative penalties

These liabilities can materially affect acquisition economics.

Documentation and Recordkeeping Deficiencies

Documentation plays a central role in customs compliance.

Investors should evaluate:

• Customs declarations
• Commercial invoices
• Transport documents
• Valuation records
• Origin certificates
• Regulatory approvals

Poor documentation often creates customs risks even when underlying transactions are lawful.

Documentation deficiencies may weaken a company’s ability to defend itself during future audits.

Strong documentation systems generally indicate a stronger compliance culture.

Customs Risks in Asset Acquisitions Versus Share Acquisitions

The structure of the transaction may affect customs risk exposure.

Share Acquisitions

In a share acquisition, the target company continues to exist after the transaction.

As a result, historical customs liabilities generally remain with the company and indirectly affect the buyer.

Asset Acquisitions

Asset acquisitions may provide greater flexibility in managing historical liabilities.

However, customs-related obligations may still arise depending on the transaction structure and nature of the assets involved.

Legal analysis should therefore be conducted before selecting an acquisition structure.

Contractual Protections Against Customs Risks

When customs risks are identified, investors frequently seek contractual protections.

Common mechanisms include:

• Representations and warranties
• Indemnification provisions
• Escrow arrangements
• Purchase price adjustments
• Special risk allocations

These protections help allocate customs-related risks between buyers and sellers.

However, contractual protections cannot replace comprehensive due diligence.

The most effective strategy remains identifying customs risks before closing.

Post-Acquisition Customs Compliance

Customs due diligence should not end when the transaction closes.

Post-acquisition compliance efforts should include:

• Internal customs audits
• Policy reviews
• Employee training
• Documentation improvements
• Governance enhancements

Addressing customs weaknesses promptly after acquisition reduces future enforcement exposure.

A strong post-closing compliance strategy helps maximize investment value.

Frequently Asked Questions (FAQ)

1. Why are customs issues important in mergers and acquisitions?

Because historical customs liabilities may survive acquisitions and significantly affect transaction value.

2. What is customs due diligence?

Customs due diligence involves reviewing a target company’s customs compliance history, liabilities, and regulatory risks before completing a transaction.

3. Can customs liabilities remain hidden during acquisitions?

Yes. Many customs liabilities do not appear clearly in financial statements and may only emerge during audits or investigations.

4. What are the most common customs risks in acquisitions?

Valuation disputes, classification errors, origin issues, audit findings, and incentive compliance failures.

5. Why are related-party transactions important?

Because customs authorities frequently scrutinize transactions between affiliated entities when reviewing customs values.

6. Can customs authorities review historical transactions after an acquisition?

Yes. Post-clearance audits may examine transactions completed years before the acquisition.

7. Are investment incentives relevant during due diligence?

Yes. Improper use of incentives may create significant customs liabilities.

8. How can buyers protect themselves against customs risks?

Through comprehensive due diligence, contractual protections, and post-acquisition compliance measures.

9. Does transaction structure affect customs exposure?

Yes. Share acquisitions and asset acquisitions may present different customs risk profiles.

10. When should a customs lawyer be involved in an acquisition?

Ideally at the beginning of the due diligence process and throughout transaction negotiations.

Legal Support for Customs Due Diligence and M&A Transactions

Customs compliance is an increasingly important component of mergers and acquisitions involving businesses engaged in international trade. Identifying customs risks before closing can prevent costly surprises, strengthen transaction negotiations, and protect long-term investment value.

Professional legal guidance can help investors assess customs exposure, structure transactions appropriately, negotiate effective protections, and implement post-acquisition compliance strategies.

Legal Assistance for Investors and Acquiring Companies

Foreign investors, multinational corporations, private equity funds, and strategic buyers should ensure that customs due diligence forms an integral part of every acquisition process involving import-export operations.

Phone: +90 312 434 22 22

Mobile / WhatsApp: +90 532 769 22 22

E-mail: info@firatfesihkaya.av.tr

Office Address: Mevlana Boulevard No:221, Yildirim Tower, Unit 148, 06520 Balgat, Cankaya, Ankara, Turkey

FFK Partner Law Firm provides legal assistance to foreign investors, multinational corporations, private equity funds, manufacturers, logistics companies, exporters, importers, and international businesses regarding customs due diligence, mergers and acquisitions, customs audits, customs disputes, investment incentives, and international trade law matters throughout Turkey.