Customs Risks in Company Mergers and International Acquisitions: 2026 Legal Guide for Foreign Investors

Customs Risks in Mergers & International Acquisitions in Turkey | 2026

Discover the main customs risks in company mergers and international acquisitions involving Turkish businesses. Learn how foreign investors can identify hidden customs liabilities, conduct legal due diligence, and reduce transaction risks under Turkish Customs Law.

Cross-border mergers and acquisitions involving Turkish companies have increased significantly as foreign investors continue expanding their operations in Turkey. While buyers usually focus on financial, tax, corporate, and employment matters, customs law risks are often overlooked despite their potential to create substantial post-closing liabilities.

A company engaged in importing, exporting, manufacturing, logistics, warehousing, or international distribution may carry undisclosed customs exposure accumulated over many years. Incorrect tariff classifications, customs valuation errors, unsupported origin claims, improperly managed customs procedures, or unresolved customs audits may remain hidden until long after the acquisition has been completed.

A comprehensive customs risk assessment before signing and closing a transaction is therefore an essential part of every international merger or acquisition involving Turkish operations.

Why Customs Risks Matter in M&A Transactions

Unlike ordinary commercial liabilities, customs obligations frequently arise from thousands of historical import and export declarations.

Even where goods have already been released into free circulation, Turkish Customs may later conduct:

• Post-clearance audits
• Customs inspections
• Administrative investigations
• Document reviews
• Valuation examinations
• Origin verification procedures

Additional customs duties, import VAT, administrative fines, interest, and litigation costs may therefore arise years after the original transaction.

For an acquiring company, these liabilities may significantly affect the overall value of the investment.

Common Customs Risks During Acquisitions

Foreign investors should carefully review whether the target company has exposure relating to:

• Incorrect HS tariff classification
• Customs valuation errors
• Related-party pricing
• Royalty payments
• Transfer pricing adjustments
• Preferential origin claims
• A.TR and EUR.1 documentation
• Anti-dumping duties
• Additional financial liabilities
• Temporary import procedures
• Inward processing authorizations
• Customs warehouse operations
• Free-zone activities
• Import licensing
• Product safety requirements
• Export control compliance

Each of these issues may create independent financial and legal consequences.

Tariff Classification Risks

Incorrect tariff classification is one of the most common customs compliance problems.

A company may have classified products using supplier information without verifying the correct Turkish Customs Tariff Statistics Position.

Incorrect classification may affect:

• Customs duties
• Anti-dumping measures
• Import restrictions
• Product safety controls
• Statistical reporting
• Additional import charges

Where the same incorrect code has been used for years, financial exposure may become substantial.

Customs Valuation Risks

Multinational companies frequently purchase goods from related companies.

Customs authorities may examine whether the declared customs value properly includes:

• Royalties
• Licence fees
• Engineering costs
• Assists
• Packaging
• Commissions
• Freight
• Insurance
• Subsequent transfer-pricing adjustments

Transfer pricing accepted for corporate income tax purposes does not automatically satisfy customs valuation rules.

An acquisition review should therefore compare customs declarations with accounting records and intercompany agreements.

Origin Verification Risks

Incorrect origin declarations may eliminate preferential tariff treatment and create retroactive customs liabilities.

The review should examine:

• Certificates of Origin
• EUR.1 certificates
• A.TR Movement Certificates
• Supplier declarations
• Manufacturing documentation
• Bills of materials
• Direct transport evidence

Foreign investors should understand that an A.TR certificate generally demonstrates free circulation status rather than origin.

Risks Relating to Customs Procedures

Many Turkish manufacturers benefit from special customs procedures designed to facilitate production and exports.

These include:

• Inward Processing
• Outward Processing
• Temporary Admission
• Customs Warehousing
• Transit Procedures

The due diligence team should verify:

• Authorization validity
• Compliance with permit conditions
• Export commitments
• Time limits
• Closure documentation
• Customs guarantees
• Inventory reconciliation

Unclosed customs procedures may create significant financial liabilities.

Anti-Dumping and Trade Defence Measures

Imported products may be subject to:

• Anti-dumping duties
• Countervailing measures
• Surveillance requirements
• Quotas
• Additional customs duties

The applicable measures often depend on:

• Product classification
• Country of origin
• Manufacturer
• Exporter
• Product characteristics

Failure to identify these measures before closing may considerably increase acquisition costs.

Customs Broker Risks

Many companies delegate customs declarations to customs brokers.

However, this delegation does not remove the company’s legal responsibility.

The buyer should review:

• Broker agreements
• Powers of attorney
• Internal approval procedures
• Declaration review systems
• Communication records
• Broker performance
• Historical customs corrections

A company that relies entirely on its customs broker without maintaining internal customs controls presents a higher compliance risk.

Customs Audits and Pending Investigations

One of the most significant acquisition risks involves ongoing customs audits.

The seller should disclose:

• Customs inspections
• Administrative penalties
• Additional duty assessments
• Settlement applications
• Administrative objections
• Pending court cases
• Customs correspondence
• Requests for additional documentation

Even where no final decision has been issued, an ongoing investigation may expose the buyer to future liabilities.

Import Compliance Review

A foreign investor should determine whether imported products require:

• Import licences
• Technical approvals
• Health certificates
• Product safety inspections
• Environmental permits
• Agricultural approvals
• Conformity assessments

Repeated non-compliance may result in shipment delays, penalties, or product seizures.

Export Compliance Risks

Export operations should also be reviewed.

The assessment should include:

• Export declarations
• Preferential origin documentation
• Export restrictions
• Dual-use goods
• Sanctions compliance
• Export incentives
• VAT-related procedures

Failure to comply with export regulations may affect both customs and tax obligations.

Customs Compliance Culture

Beyond reviewing individual declarations, investors should assess the company’s overall customs compliance culture.

Questions include:

• Is there a written customs compliance policy?
• Are employees trained?
• Are customs audits performed regularly?
• Are customs records properly maintained?
• Is management informed of customs risks?
• Are correction procedures documented?

A strong compliance culture substantially reduces future customs disputes.

Contractual Protection for Buyers

Where customs risks are identified, buyers should negotiate appropriate contractual safeguards, including:

• Purchase price adjustments
• Specific indemnities
• Escrow arrangements
• Holdback mechanisms
• Extended warranty periods
• Disclosure obligations
• Pre-closing corrective actions

Generic tax warranties may not adequately cover customs liabilities.

Specific customs representations should address classification, valuation, origin, customs procedures, investigations, penalties, and compliance history.

Post-Closing Customs Integration

After completion of the transaction, the buyer should immediately strengthen customs compliance.

Recommended actions include:

1. Review all tariff classifications.
2. Verify customs valuation policies.
3. Reassess origin documentation.
4. Update customs procedures.
5. Train employees.
6. Audit customs brokers.
7. Improve document retention.
8. Conduct periodic compliance reviews.
9. Correct historical errors where legally appropriate.
10. Prepare for future customs audits.

Early integration significantly reduces inherited risks.

2026 Customs Risk Assessment

As customs authorities increasingly rely on digital risk analysis, electronic records, post-clearance audits, and supply-chain transparency, foreign investors should treat customs law as a core component of every merger or acquisition involving Turkish operations.

A customs review should extend beyond historical declarations and include governance, internal controls, customs authorizations, trade compliance, and long-term operational practices.

Frequently Asked Questions

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

Because historical customs violations may result in additional duties, penalties, and litigation after the acquisition has closed.

2. Does a share acquisition transfer customs liabilities?

Generally, yes. The target company continues to exist as the same legal entity, together with its historical customs obligations.

3. What is the most common customs risk?

Incorrect tariff classification, customs valuation errors, and unsupported preferential origin claims are among the most frequent risks.

4. Should customs brokers be reviewed during due diligence?

Yes. Their agreements, communications, and historical declarations should all be examined.

5. Can customs liabilities affect the purchase price?

Absolutely. Significant customs exposure often justifies a purchase price adjustment or specific indemnities.

6. Are customs audits disclosed during due diligence?

They should be. Buyers should request complete disclosure of all customs inspections, penalties, objections, and court proceedings.

7. How can buyers reduce customs risks?

Through comprehensive customs due diligence, contractual protection, post-closing compliance improvements, and continuous legal supervision.

8. Should foreign investors obtain customs law advice before acquiring a Turkish company?

Yes. Early legal review helps identify hidden liabilities and protects the buyer throughout the transaction.

Client-Focused Legal Support

International acquisitions require more than financial and tax due diligence. Customs liabilities can significantly affect the value of a transaction if they are not identified before closing.

Fırat Fesih Kaya Law Office advises foreign investors, multinational corporations, private equity funds, manufacturers, logistics providers, importers, and exporters on customs due diligence, customs audits, tariff classification, customs valuation, origin rules, trade compliance, and post-acquisition customs integration.

Whether you are acquiring a Turkish company or restructuring an international business group, our legal team can help identify customs risks before they become costly 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

Contact Fırat Fesih Kaya Law Office for strategic, confidential, and business-focused customs law support for mergers, acquisitions, and international investments in Turkey.