Customs Law Due Diligence Before Acquiring a Turkish Company: 2026 Legal Guide for Foreign Investors

Learn how foreign investors can conduct customs law due diligence before acquiring a Turkish company, identify hidden duties and penalties, assess import compliance, and reduce post-closing liability risks in 2026.

Acquiring a company engaged in importing, exporting, manufacturing, warehousing, or international distribution in Turkey may expose the buyer to substantial customs liabilities that are not immediately visible in financial statements.

A target company may appear commercially profitable while carrying unresolved risks arising from incorrect tariff classifications, understated customs values, unsupported origin declarations, incomplete inward processing procedures, unpaid anti-dumping duties, or ongoing customs investigations.

For this reason, customs law due diligence before acquiring a Turkish company should be treated as a separate and essential part of the transaction review.

A foreign investor should determine not only whether the target has paid its declared customs duties, but also whether its historical declarations were legally accurate. Turkish customs liabilities may arise after clearance through administrative reviews, post-clearance controls, investigations, or disputes concerning earlier transactions.

A carefully structured customs review helps the buyer identify hidden liabilities, negotiate appropriate contractual protection, adjust the purchase price, and establish a post-closing compliance plan.

Why Customs Due Diligence Is Essential

Customs risks are often underestimated during mergers and acquisitions because they are spread across thousands of individual import and export transactions.

The target company may rely on:

• Customs brokers
• Overseas suppliers
• Group-company pricing
• Preferential origin documents
• Import licences
• Customs exemptions
• Processing authorizations
• Temporary import procedures
• Product safety approvals

An error in one recurring practice may affect hundreds of declarations.

For example, if the same incorrect tariff classification was used for several years, the resulting exposure may include additional customs duties, import VAT, other import charges, interest, administrative penalties, and litigation costs.

Turkish Customs Law No. 4458 provides the principal legal framework for customs procedures in Turkey. Customs value, tariff classification, origin, customs procedures, declarations, controls, and penalties are also governed by secondary legislation and administrative rules.

Does a Share Acquisition Transfer Customs Risks?

In a share acquisition, the legal identity of the target company generally remains unchanged. Its historical customs liabilities, pending audits, administrative disputes, records, permits, and contractual relationships remain within the same company.

The buyer therefore acquires economic control of an entity that may already carry customs exposure.

In an asset acquisition, liability allocation may differ. However, the buyer may still face practical and legal risks where it takes over customs authorizations, inventories, warehouses, import operations, personnel, records, or business lines.

The transaction structure must therefore be reviewed together with:

• Tax law
• Commercial law
• Labour law
• Administrative law
• Customs law
• Anti-smuggling legislation
• Contractual liability rules

The buyer should not assume that choosing an asset transaction automatically eliminates every customs-related risk.

Scope of Customs Law Due Diligence

The review should cover a sufficiently representative historical period and focus on the target’s highest-risk products, procedures, suppliers, customers, and customs offices.

The scope should normally include:

• Imports and exports
• Tariff classifications
• Customs valuations
• Origin declarations
• Customs exemptions
• Trade remedies
• Inward and outward processing
• Temporary imports
• Warehousing
• Free-zone operations
• Product safety controls
• Customs broker arrangements
• Customs audits and penalties
• Pending administrative and judicial proceedings
• Authorized Economic Operator status, where applicable

The review should also examine whether the target’s written policies correspond to its actual customs practices.

Tariff Classification Review

Turkey uses a twelve-digit customs tariff code known as the Customs Tariff Statistics Position.

Incorrect classification can affect:

• Customs duty rates
• Anti-dumping duties
• Additional financial liabilities
• Import licences
• Product safety inspections
• Surveillance measures
• Excise tax
• Import VAT
• Origin requirements

The due diligence team should request a product-level tariff list and compare it with:

• Technical specifications
• Product catalogues
• Material composition
• Intended use
• Binding or administrative classification decisions
• Laboratory reports
• Historical customs declarations

Particular attention should be paid where the target uses one general code for several technically different products.

A code provided by a foreign supplier should not be accepted without verification. Tariff classification may differ across jurisdictions, especially at national statistical-code level.

Customs Valuation Risks

Customs valuation is frequently one of the most financially significant areas in an acquisition involving a multinational group.

Under the Turkish customs framework, customs value is determined through statutory valuation methods. The primary method is generally transaction value, followed where necessary by methods involving identical goods, similar goods, unit price, computed value, and the fallback method.

The review should investigate whether the target properly included or treated:

• Royalties
• Licence fees
• Assists
• Commissions
• Packaging expenses
• Freight
• Insurance
• Tooling costs
• Design and engineering costs
• Related-party adjustments
• Year-end transfer-pricing adjustments
• Free-of-charge goods
• Rebates and discounts

A transfer price accepted for corporate income tax purposes is not automatically acceptable for customs valuation.

Where goods are purchased from a related foreign company, the buyer should examine whether the relationship influenced the price and whether supporting valuation documentation exists.

Origin and Preferential Tariff Treatment

The target may have benefited from preferential customs treatment under free trade agreements, the Customs Union, or other trade arrangements.

The due diligence review should verify whether preferential treatment was supported by valid documents and whether the goods satisfied the applicable origin rules.

The Ministry of Trade distinguishes between proof of non-preferential origin and documents used to establish preferential origin. It also confirms that an A.TR Movement Certificate demonstrates free circulation status rather than origin, while an EUR.1 Movement Certificate may establish preferential origin under the relevant agreement.

The review should examine:

• A.TR certificates
• EUR.1 certificates
• Supplier declarations
• Invoice declarations
• Certificates of origin
• Manufacturing records
• Bills of materials
• Direct transport evidence
• Cumulation rules
• Approved exporter status

A recurring misunderstanding of A.TR documentation can create significant retroactive liability.

Anti-Dumping Duties and Trade Measures

Certain products may be subject to anti-dumping duties, countervailing measures, surveillance practices, quotas, additional financial liabilities, or other trade policy measures.

These measures may depend on:

• Product classification
• Country of origin
• Exporter identity
• Producer identity
• Product specifications
• Declared customs value

The target’s import portfolio should be screened against the measures applicable during the relevant periods.

A company may incorrectly believe that a product is not subject to anti-dumping duty because it was shipped from a third country. However, the relevant issue may be the actual origin, producer, or circumvention structure.

Customs Procedures With Economic Impact

Companies engaged in manufacturing often use special customs procedures to reduce or suspend import duties.

These may include:

• Inward processing
• Outward processing
• Temporary admission
• Customs warehousing
• Transit procedures
• End-use arrangements

Under the inward processing procedure, non-free-circulation goods may be imported for processing and later re-exported under the applicable conditions.

The due diligence review should determine whether:

• Authorizations remain valid
• Imported goods were used for the approved purpose
• Export commitments were completed
• Time limits were observed
• Equivalent goods were lawfully used
• Procedure accounts were properly closed
• Customs guarantees were released
• Waste and secondary products were correctly treated

Unclosed or improperly managed procedures may produce customs debt and penalty exposure.

Import Licences and Product Safety

The buyer should identify whether the target imports regulated products such as:

• Medical devices
• Chemicals
• Food products
• Agricultural goods
• Machinery
• Electrical equipment
• Consumer products
• Telecommunications equipment
• Automotive products
• Environmentally sensitive goods

The review should verify compliance with:

• Import permits
• Technical regulations
• Conformity assessments
• Product safety inspections
• Labelling requirements
• Testing requirements
• Health and agricultural controls
• Environmental obligations

The Turkish import regime and related annual measures determine customs duties and may affect additional import requirements.

A target company may have cleared goods successfully in practice without satisfying every legal requirement. Previous clearance does not necessarily prove full compliance.

Customs Broker Due Diligence

Customs brokers may prepare and submit declarations, but the target company should not have transferred all internal customs knowledge to an external service provider.

The Ministry of Trade states that companies may conduct customs transactions themselves or appoint a licensed customs broker through a power of attorney. Customs brokers are private-sector professionals certified by the Ministry.

The buyer should review:

• Broker agreements
• Powers of attorney
• Broker licences
• Declaration approval procedures
• Written instructions
• Classification communications
• Penalty allocation clauses
• Professional liability provisions
• Record delivery obligations
• Broker audit reports

A target that cannot explain its own declarations without contacting its broker presents a serious compliance risk.

Customs Audits, Penalties, and Investigations

The seller should disclose all:

• Customs inspections
• Audit reports
• Additional duty assessments
• Administrative fines
• Settlement applications
• Objections
• Court proceedings
• Prosecutorial investigations
• Seizures
• Product detentions
• Correspondence with customs authorities

The due diligence team should not rely solely on a statement that no final customs debt exists. A pending audit or unresolved document request may later produce substantial exposure.

The company’s accounting records should be reconciled with customs declarations to identify differences in value, quantity, currency, inventory, and supplier information.

Export Compliance Review

Exports should also be reviewed, especially where the target uses preferential origin declarations, export incentives, inward processing authorizations, controlled goods, or VAT-related mechanisms.

Goods leaving the Turkish Customs Territory are generally subject to customs control and must be declared through the applicable export procedures.

The buyer should verify:

• Export declarations
• Exit confirmations
• Origin statements
• Inward processing closures
• Returned goods
• Dual-use controls
• Export restrictions
• Sanctions screening
• Customer and destination checks

An incomplete export procedure may affect both customs and tax positions.

Key Documents to Request

A focused customs due diligence request list should include:

• Customs declarations
• Product and tariff-code lists
• Import and export reports
• Commercial invoices
• Freight and insurance records
• Royalty and licence agreements
• Transfer-pricing documentation
• Origin certificates
• Supplier declarations
• Import licences
• Product safety approvals
• Customs authorizations
• Warehouse records
• Broker agreements
• Customs audit correspondence
• Penalty decisions
• Administrative objections
• Court files
• Customs guarantees
• Internal compliance policies
• Employee training records

Where transaction volumes are high, data analytics should be used to select risk-based samples.

Red Flags for Foreign Buyers

The following issues should receive immediate attention:

• One tariff code used for many unrelated products
• Repeatedly low customs values
• Unexplained differences between invoices and declarations
• Significant related-party imports
• Large royalty payments not reviewed for customs purposes
• Missing origin documentation
• Frequent use of A.TR certificates as proof of origin
• Open inward processing commitments
• Unreleased customs guarantees
• Importation of regulated goods without documented approvals
• Dependence on one customs broker
• Lack of internal customs personnel
• Repeated correction declarations
• Ongoing customs audits
• Disputed anti-dumping duties
• Missing historical records

The presence of a red flag does not automatically require abandoning the transaction, but it should affect valuation, contractual protection, and closing conditions.

Protecting the Buyer in Transaction Documents

Where customs exposure is identified, the buyer may seek protection through:

• Purchase-price adjustments
• Specific customs indemnities
• Escrow arrangements
• Holdbacks
• Conditions precedent
• Pre-closing corrective actions
• Warranty and indemnity insurance
• Extended survival periods
• Audit cooperation clauses
• Access to former employees and records

General tax indemnities may not adequately cover every customs risk. Customs liabilities should be addressed expressly.

The seller’s representations should cover classification, valuation, origin, customs procedures, permits, audits, brokers, records, and compliance with trade measures.

Post-Closing Customs Integration

Due diligence should lead directly to a post-closing action plan.

The buyer should prioritize:

1. High-risk tariff classifications
2. Related-party customs valuation
3. Origin-document controls
4. Open customs procedures
5. Broker supervision
6. Import licence checks
7. Document retention
8. Internal training
9. Voluntary corrections where appropriate
10. Customs audit readiness

Closing the acquisition does not eliminate historical exposure. Rapid integration reduces the risk that inherited errors continue under the buyer’s ownership.

2026 Customs Due Diligence Assessment

In 2026, customs due diligence should place increased emphasis on electronic customs records, automated risk analysis, data consistency, supply-chain traceability, product safety controls, origin verification, and related-party valuation.

Foreign investors should also review whether the target’s customs data is consistent with its accounting, tax, transfer-pricing, logistics, and inventory systems.

The most serious acquisition risk is often not an isolated error, but a repeated compliance practice embedded in the company’s operating model.

Frequently Asked Questions

1. Is customs due diligence necessary for every Turkish company acquisition?

It is particularly important where the target imports, exports, manufactures, stores, distributes, or processes goods. A limited review may still be appropriate where customs activity is minor.

2. Can customs liabilities remain with the company after a share sale?

Yes. In a share acquisition, the target remains the same legal entity, and its historical customs risks generally remain within the company.

3. What is the most common customs risk in acquisitions?

Common risks include incorrect tariff classification, customs valuation errors, unsupported origin claims, and improperly closed special customs procedures.

4. Are customs broker errors the target company’s responsibility?

The use of a customs broker does not automatically eliminate the importer’s or exporter’s legal responsibility. Broker conduct and internal supervision should both be examined.

5. Should transfer-pricing documents be reviewed during customs due diligence?

Yes. Related-party pricing, royalties, year-end adjustments, and assists may affect customs value even where the tax documentation appears satisfactory.

6. Does an A.TR certificate prove European Union origin?

No. It generally demonstrates free circulation status under the Customs Union framework, not the origin of the goods.

7. Can a buyer request a purchase-price reduction for customs risks?

Yes. Identified exposure may justify a price adjustment, escrow, specific indemnity, holdback, or pre-closing corrective action.

8. What happens if the target has an ongoing customs audit?

The buyer should determine the audit’s scope, potential financial exposure, procedural stage, and available legal defences before closing.

9. How many years of customs transactions should be reviewed?

The appropriate period depends on legal limitation rules, transaction size, record availability, audit history, and the target’s risk profile. Higher-risk transactions may require a broader historical review.

10. Can historical customs errors be corrected before closing?

Certain errors may be addressed through correction, disclosure, payment, objection, settlement, or litigation procedures. The correct strategy depends on the facts and procedural status.

Client-Focused Customs and Transaction Legal Support

Acquiring a Turkish company without examining its customs history may expose a foreign buyer to unexpected duties, administrative penalties, disrupted supply chains, and prolonged litigation.

Fırat Fesih Kaya Law Office assists foreign investors, multinational groups, private equity funds, manufacturers, importers, exporters, and logistics companies with customs law due diligence, transaction risk analysis, tariff classification, customs valuation, origin rules, customs audits, administrative objections, and post-closing compliance.

Working with an experienced customs lawyer before signing or closing the transaction helps identify hidden liabilities, strengthen contractual protection, and prevent avoidable financial losses.

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

Contact Fırat Fesih Kaya Law Office for strategic, confidential, and client-focused legal support before acquiring a company in Turkey.

Legal Disclaimer: This article provides general information and does not constitute legal advice. Customs exposure depends on the transaction structure, imported products, applicable procedures, historical declarations, and the facts of each acquisition.