A foreign buyer discovers undisclosed customs duties and penalties after acquiring a Turkish company. Learn how to challenge the customs assessment, enforce SPA warranties and indemnities, recover losses from the seller and protect the acquired company.

A foreign investor may acquire a Turkish company after extensive financial, tax and legal due diligence, only to discover months after closing that the target has substantial historical customs exposure.

The problem may arise from old imports involving:

• Incorrect tariff classification;
• Undervalued imported goods;
• Undeclared royalties or licence fees;
• Incorrect origin;
• Invalid preferential-origin documents;
• Additional customs duties;
• Anti-dumping measures;
• Related-party transactions;
• Incorrect quantities;
• Other historical customs compliance problems.

This is a significant acquisition risk because Turkish Customs can review historical transactions after the goods have already been released. The risk is particularly relevant in 2026: the Ministry of Trade reported that secondary controls and post-clearance audits during the first eight months of 2026 resulted in approximately TRY 10.1 billion in additional assessments and penalties.

For the buyer, the dispute usually has two separate legal tracks:

Customs defense: Can the assessment or penalty itself be challenged?

M&A recovery: Can the buyer recover the resulting loss from the seller under the share purchase agreement?

Both tracks should normally be pursued simultaneously.

1. Determine Whether the Acquisition Was a Share Deal

This distinction is fundamental.

If the buyer acquired shares in the Turkish company, the target generally remains the same legal entity.

Its shareholders changed.

The company did not disappear.

Therefore, historical customs liabilities belonging to the target can remain liabilities of the same company after closing.

2. Hidden Liability Does Not Automatically Mean the Assessment Is Correct

Before demanding reimbursement from the seller, examine the customs assessment itself.

Customs may be wrong about:

• Tariff classification;
• Customs value;
• Origin;
• Royalty inclusion;
• Preferential treatment;
• Additional customs duty;
• Anti-dumping duty.

A buyer should not automatically accept a multimillion-lira assessment merely because the SPA contains an indemnity.

3. Protect Customs Deadlines First

This is one of the most important practical rules.

Negotiations with the seller do not protect the target company’s customs-law deadlines.

If Customs issues an assessment or penalty, immediately identify:

• Notification date;
• Objection deadline;
• Competent authority;
• Available judicial remedies.

The buyer should preserve the target company’s customs defenses while separately pursuing the seller.

4. Historical Customs Audits Are a Real Acquisition Risk

Turkish Customs continues extensive secondary-control and post-clearance review of historical declarations. In the first eight months of 2026, secondary controls covered 142,768 declarations, while post-clearance audits covered 160 companies; the Ministry reported TRY 10.1 billion in additional assessments and penalties from the two mechanisms combined.

Accordingly, a clean closing date does not guarantee that historical customs exposure will not emerge later.

5. Identify the Exact Historical Period

For every affected customs declaration, determine:

Import date

Declaration date

Closing date

Assessment date

Penalty date

Notification date.

This establishes whether the underlying transaction belongs to the pre-acquisition period.

6. Separate Pre-Closing and Post-Closing Imports

This distinction is critical.

For example:

2024–2025 imports: before acquisition

2026 imports: after acquisition.

If the same customs practice continued after closing, part of the exposure may relate to the buyer-controlled period.

Do not automatically characterize the entire assessment as the seller’s responsibility.

7. Review the Share Purchase Agreement Immediately

The SPA should be examined for:

• Customs warranties;
• Tax warranties;
• Compliance warranties;
• Specific indemnities;
• Disclosure provisions;
• Claim limitations;
• Liability caps;
• De minimis thresholds;
• Basket provisions;
• Survival periods;
• Notice requirements.

The exact wording can determine whether the buyer can recover.

8. Check How “Tax” Is Defined

Some SPAs define “Tax” broadly enough to include:

• Customs duties;
• Additional customs duties;
• Import VAT;
• Administrative charges;
• Interest;
• Penalties.

Other agreements treat customs liabilities separately.

Never assume a general tax indemnity automatically covers every customs liability.

9. Review Customs-Specific Warranties

Typical warranties may state that:

• All customs declarations were accurate;
• All customs duties were paid;
• Tariff classifications were correct;
• Customs values were properly declared;
• Origin documentation was valid;
• No undisclosed customs investigation existed.

A historical assessment may potentially constitute a breach of one or more warranties.

10. Specific Indemnities Can Be Particularly Valuable

Suppose due diligence identified uncertainty concerning the tariff classification of imported machinery.

The parties may have agreed:

Seller will indemnify Buyer for customs liabilities arising from historical classification of the machinery.

A specific indemnity can provide significantly clearer protection than a general warranty.

11. Determine Whether the Liability Was Disclosed

The seller may argue:

“The buyer knew about this risk before closing.”

Review:

• Disclosure letter;
• Virtual data room;
• Due diligence responses;
• Customs correspondence;
• Internal audit reports;
• Prior customs inspections.

Whether disclosure defeats or limits the claim depends on the SPA wording and applicable law.

12. Search the Data Room Again

Do not rely only on the original due diligence report.

After the customs problem becomes known, search the acquisition data room specifically for:

• Tariff opinions;
• Broker emails;
• Origin disputes;
• Customs audit notices;
• Previous penalties;
• Internal warnings.

Documents that appeared insignificant before closing may become highly important afterward.

13. Compare Seller Representations With the New Evidence

Prepare a simple comparison:

Seller Representation	Post-Closing Discovery
All duties paid	Additional duty assessed
No investigation	Historical audit existed
Correct classification	Customs alleges wrong tariff
Valid origin documents	Preferential treatment rejected

This helps identify potential warranty breaches quickly.

14. Check the Contractual Claim Deadline

An SPA may allow different survival periods for:

• General warranties;
• Tax warranties;
• Fundamental warranties;
• Specific indemnities.

A customs claim may have a longer or shorter contractual period than other claims.

Do not confuse the customs objection deadline with the SPA claim deadline.

15. Send the Seller a Proper Claim Notice

Follow the contractual notice procedure exactly.

A notice may need to identify:

• Nature of the customs claim;
• Relevant SPA provision;
• Estimated financial exposure;
• Customs declarations concerned;
• Supporting documentation.

An informal message may not satisfy the SPA.

16. Check Whether the Seller Has Defense Rights

The SPA may allow the seller to:

• Participate in the customs defense;
• Appoint advisers;
• Provide evidence;
• Approve settlement.

Failure to follow these provisions can complicate indemnity recovery.

17. Do Not Give the Seller Complete Control Without Protecting the Target

The acquired company is the entity facing Customs.

The buyer should ensure that the customs defense protects the target’s interests rather than merely minimizing the seller’s contractual exposure.

18. Do Not Settle With Customs Prematurely

A settlement may reduce immediate exposure but affect:

• Indemnity rights;
• Seller defenses;
• Insurance coverage;
• Future customs positions.

Review the SPA before accepting a settlement.

19. Tariff Classification Should Be Re-Examined Independently

Obtain:

• Technical specifications;
• Product composition;
• Manufacturer documentation;
• Historical catalogues;
• Customs laboratory results.

Do not rely solely on the seller’s former customs broker.

20. Review Customs Value

Historical exposure frequently arises from whether additional payments should have been included in customs value.

Review:

• Royalties;
• Licence fees;
• Assists;
• Commissions;
• Related-party pricing;
• Transfer-pricing adjustments.

21. Review Origin Documentation

Examine:

• Certificates;
• Supplier declarations;
• Manufacturing records;
• Preferential-origin documents.

Origin problems can create additional duties and penalties long after importation.

22. Anti-Dumping Exposure Can Be Substantial

A historical classification or origin issue can sometimes result in anti-dumping exposure considerably larger than the ordinary customs duty.

Therefore, quantify each import measure separately.

23. Calculate the Total Exposure

Prepare:

Additional customs duties

Additional import taxes

Administrative penalties

Late-payment amounts

Legal and expert costs

=

Potential acquisition loss.

This calculation should then be compared with the SPA’s liability limits.

24. Review Liability Caps

The SPA may cap seller liability at:

• A percentage of purchase price;
• A fixed amount;
• The entire purchase price.

But specific customs or tax indemnities may have different caps.

Read the provisions together.

25. Check De Minimis and Basket Provisions

Some warranty claims cannot be brought unless:

• Individual claim exceeds a minimum amount;
• Aggregate claims exceed a threshold.

Determine whether customs claims are subject to these limitations.

26. Check Whether Customs Indemnities Are Uncapped

High-risk transactions sometimes exclude certain historical tax or customs liabilities from the general liability cap.

This can materially increase potential recovery.

27. Escrow May Provide Immediate Recovery

If part of the purchase price remains in escrow, determine whether the buyer can make a claim against those funds.

Review:

• Escrow release date;
• Claim procedure;
• Dispute mechanism.

Act before the funds are automatically released.

28. Holdback Arrangements Should Also Be Reviewed

Where the buyer retained part of the purchase price, the customs claim may potentially be set against the retained amount depending on the SPA.

Do not release funds without reviewing known customs exposure.

29. Warranty and Indemnity Insurance May Apply

If the acquisition included warranty and indemnity insurance, notify the insurer promptly.

Review:

• Customs coverage;
• Tax exclusions;
• Known-risk exclusions;
• Notification periods;
• Defense-control provisions.

Late notice can create unnecessary coverage disputes.

30. Seller Fraud or Concealment Changes the Analysis

Suppose evidence shows that the seller knew about a customs investigation but expressly represented that no investigation existed.

This may raise issues beyond an ordinary warranty breach.

Preserve:

• Emails;
• Internal memoranda;
• Customs correspondence;
• Due diligence responses.

Do not alter or destroy historical electronic records.

31. Buyer Knowledge Must Be Analyzed Carefully

The seller may argue that the buyer’s advisers could have discovered the issue during due diligence.

Whether this defeats a claim depends on:

• SPA wording;
• Disclosure standard;
• Governing law;
• Nature of the representation.

A due diligence failure does not automatically eliminate every contractual remedy.

32. The Seller May Argue Failure to Mitigate

Suppose Customs assesses TRY 20 million but the target has a strong legal defense.

If the buyer simply pays without challenging the assessment, the seller may argue that the loss was unnecessarily increased.

The customs defense should therefore be commercially reasonable and documented.

33. Preserve Historical Employees and Advisers as Evidence Sources

Former employees may know:

• Why a tariff code was chosen;
• Whether Customs previously questioned it;
• How royalties were treated;
• Whether origin documents were disputed.

Identify key individuals before institutional knowledge disappears.

34. Review the Former Customs Broker

Obtain the historical broker file.

Determine:

• Instructions received;
• Classification decisions;
• Warnings given;
• Documents submitted.

Broker responsibility may constitute a separate recovery avenue depending on the facts.

35. Seller Liability Does Not Automatically Replace Broker Liability

Potential responsible parties can include:

• Seller;
• Customs broker;
• Supplier;
• Other contractual counterparties.

Claims should be analyzed separately to avoid losing recovery options.

36. Check Whether the Target Continued the Same Practice After Closing

This is particularly important.

If the buyer learned of the problem but continued using the same:

• Tariff code;
• Valuation method;
• Origin claim,

post-closing exposure may increase.

Correct future declarations where legally necessary.

37. A Prospective Correction Is Not Necessarily an Admission

Changing customs treatment for future imports does not automatically determine the legal outcome of historical declarations.

Document why the prospective approach changed.

38. Review Other Historical Declarations

A single customs assessment may indicate a broader systemic problem.

If Customs challenges one declaration, examine all imports involving:

• Same product;
• Same supplier;
• Same tariff;
• Same origin;
• Same royalty structure.

The true exposure may be substantially larger than the first assessment.

39. Conduct a Post-Acquisition Customs Health Check

A focused review should examine:

• High-value imports;
• Tariff codes;
• Customs value;
• Related-party transactions;
• Royalties;
• Origin;
• Preferential treatment;
• Additional customs duties;
• Anti-dumping measures.

This can identify liabilities before another official audit.

40. Current 2026 Enforcement Makes This Especially Important

In September 2026, the Ministry reported that during the first eight months of the year, secondary-control examinations resulted in TRY 8.3 billion and post-clearance audits in TRY 1.8 billion of additional assessments and penalties.

Foreign investors acquiring import-intensive Turkish businesses should therefore treat customs exposure as a material M&A due diligence category rather than a routine compliance item.

41. Review Former Shareholder and Director Exposure Separately

The fact that the seller sold the company does not itself determine statutory personal liability.

Potential liability of:

• Former shareholders;
• Former managers;
• Former legal representatives

requires a separate analysis under applicable public-debt rules.

Do not confuse statutory liability with contractual indemnity liability.

42. There May Be Three Different Liability Layers

A hidden customs case may involve:

Layer 1 — Target company: liability to Customs.

Layer 2 — Individuals: possible statutory liability under public-debt rules.

Layer 3 — Seller: contractual liability to the buyer under the SPA.

These layers can operate independently.

43. Prepare a Customs-to-SPA Claims Matrix

For each liability, record:

Declaration

Import date

Customs issue

Assessment

Penalty

Pre/post closing

Relevant warranty

Indemnity

Seller notice deadline

Customs challenge deadline.

This prevents procedural mistakes.

44. Coordinate Customs Litigation and M&A Litigation

The two disputes should not be handled independently.

A statement made in the customs proceeding may affect the seller claim.

A settlement with the seller may affect how the customs case is funded or controlled.

Use one coordinated strategy.

45. Immediate Buyer Strategy After Discovering Hidden Customs Liabilities

The recommended sequence is:

Obtain the customs assessment

→ identify affected historical declarations

→ protect customs deadlines

→ verify classification, value and origin

→ separate pre-closing and post-closing exposure

→ review the SPA

→ identify warranties and indemnities

→ review disclosure

→ send contractual notice

→ preserve seller participation rights

→ check escrow and insurance

→ quantify the full exposure

→ review related declarations

→ correct future customs practices where necessary

→ pursue customs defense and seller recovery simultaneously.

25-Point Buyer’s Hidden Customs Liability Checklist

1. Obtain the customs assessment.
2. Record notification dates.
3. Identify affected declarations.
4. Determine historical import dates.
5. Separate pre-closing imports.
6. Separate post-closing imports.
7. Review tariff classification.
8. Review customs value.
9. Review royalties.
10. Review related-party imports.
11. Review origin.
12. Review preferential treatment.
13. Review additional customs duties.
14. Review anti-dumping exposure.
15. Protect customs objection deadlines.
16. Review the SPA.
17. Review customs warranties.
18. Review tax indemnities.
19. Review specific indemnities.
20. Review disclosure schedules.
21. Check contractual claim deadlines.
22. Send the seller notice.
23. Check escrow and insurance.
24. Review all similar historical imports.
25. Coordinate customs and M&A recovery strategy.

Frequently Asked Questions

1. Can customs liabilities appear after a foreign investor buys a Turkish company?

Yes. Historical declarations can be reviewed through secondary control and post-clearance audits. Turkish authorities continue significant historical customs enforcement activity in 2026.

2. Who initially owes the hidden customs debt after a share acquisition?

Where the target company made the historical imports and remains the same legal entity after the share acquisition, the company’s customs liability must first be analyzed. The buyer-seller contractual allocation is a separate issue.

3. Can the buyer recover the customs debt from the seller?

Potentially. Recovery may arise under customs warranties, tax warranties, specific indemnities or other SPA provisions.

4. What if the seller did not disclose the customs problem?

Non-disclosure may strengthen a contractual claim depending on the SPA, representations made, disclosure standard and governing law.

5. What if the buyer could have discovered the problem during due diligence?

That does not automatically eliminate every remedy. The effect of buyer knowledge depends heavily on the SPA and applicable law.

6. Should the buyer immediately pay the customs assessment?

Not necessarily. First determine whether the assessment is legally correct and whether administrative or judicial remedies should be pursued.

7. Can the seller control the customs dispute?

The SPA may give the seller participation or defense rights. The exact contractual procedure should be followed without compromising the target company’s interests.

8. Can warranty and indemnity insurance cover the loss?

Potentially, depending on the policy. Customs and tax exclusions, known-risk provisions and notification requirements should be checked immediately.

9. What if the same customs problem continued after acquisition?

Pre-closing and post-closing declarations should be separated. The buyer should also correct future customs treatment where necessary rather than allowing exposure to continue.

10. What is the buyer’s most important first step?

Protect the target company’s customs challenge deadlines while immediately preserving the buyer’s SPA claim against the seller. A strong indemnity claim cannot compensate for losing an avoidable customs case because the administrative deadline was missed.

Client-Focused Legal Support for Hidden Customs Liabilities After Turkish M&A

Hidden customs liabilities after an acquisition may involve:

Post-clearance customs audits

Historical customs duties

Administrative penalties

Share purchase agreement claims

Customs warranties

Seller indemnities

Escrow claims

Warranty and indemnity insurance

Misrepresentation

and cross-border M&A disputes.

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

Lawyer Fırat Fesih Kaya provides legal assistance in challenging historical customs assessments, investigating undisclosed customs exposure, reviewing SPA warranties and indemnities, preserving claims against sellers, coordinating warranty and indemnity insurance notifications and pursuing contractual recovery alongside Turkish customs proceedings.

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