Learn how foreigners can legally purchase an existing business in Turkey. Discover share acquisitions, asset purchases, legal due diligence, regulatory approvals, tax issues, and post-closing requirements in this 2026 Updated Legal Guide.

Purchasing an existing business is one of the fastest and most effective ways for foreign investors to enter the Turkish market. Instead of establishing a company from scratch, acquiring an operating business allows investors to obtain an established customer base, experienced employees, commercial contracts, licenses, intellectual property, supplier relationships, and an existing operational infrastructure.

Turkey’s foreign direct investment regime is based on the principle of equal treatment, meaning foreign investors generally enjoy the same rights and obligations as domestic investors when acquiring Turkish companies. Share transfers are subject to the same legal framework that applies to Turkish buyers, although regulated industries and merger-control rules may require additional approvals.

However, buying an existing business is far more complex than simply signing a purchase agreement. Hidden liabilities, regulatory restrictions, tax exposure, employment claims, and contractual risks can significantly affect the value of the investment.

This 2026 Updated Legal Guide explains the legal process for purchasing an existing business in Turkey as a foreign investor and the precautions that should be taken before completing the transaction.

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Can Foreigners Buy an Existing Business in Turkey?

Yes.

Foreign individuals and foreign companies may generally acquire existing Turkish businesses under the same legal framework applicable to domestic investors.

Foreign investors may purchase:

• Limited Liability Companies (Ltd. Şti.).
• Joint Stock Companies (A.Ş.).
• Manufacturing businesses.
• Technology companies.
• Restaurants.
• Hotels.
• Retail businesses.
• Logistics companies.
• Energy companies (subject to sectoral approvals).
• Healthcare businesses (where regulatory requirements permit).
• Tourism companies.
• E-commerce businesses.

Turkey’s Foreign Direct Investment framework generally permits foreign ownership without requiring prior investment approval, except where sector-specific legislation imposes additional conditions.

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Step 1 – Decide Between a Share Purchase and an Asset Purchase

The first legal decision is determining the acquisition structure.

Share Purchase

In a share acquisition, the buyer purchases ownership of the company itself.

Advantages include:

• Existing contracts generally remain in force.
• Business continuity.
• Existing licenses may remain valid, subject to applicable regulations.
• Employees remain employed by the company.
• Existing commercial relationships continue.

Risks include:

• Historical tax liabilities.
• Pending lawsuits.
• Employment claims.
• Regulatory investigations.
• Hidden debts.
• Environmental liabilities.

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Asset Purchase

An asset acquisition allows the buyer to purchase selected business assets rather than the legal entity.

Typical assets include:

• Equipment.
• Inventory.
• Machinery.
• Trademarks.
• Domain names.
• Customer lists (subject to data protection rules).
• Commercial contracts (where assignable).
• Intellectual property.
• Real estate.
• Goodwill.

Although an asset purchase may reduce exposure to historical liabilities, buyers should still evaluate successor liability, employment law consequences, tax implications, contractual consent requirements, and regulatory issues.

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Step 2 – Verify the Seller

Before negotiating price, verify:

• Company registration.
• Trade Registry records.
• Corporate history.
• Share ownership.
• Beneficial ownership.
• Articles of Association.
• Signature authority.
• Existing shareholders.
• Corporate governance records.

Never rely solely on information provided by the seller.

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Step 3 – Conduct Comprehensive Legal Due Diligence

Legal due diligence is the most important stage of the acquisition.

A buyer should review:

• Corporate documents.
• Share ownership.
• Tax compliance.
• Financial liabilities.
• Pending litigation.
• Enforcement proceedings.
• Regulatory licenses.
• Commercial contracts.
• Employment records.
• Intellectual property.
• Data protection compliance.
• Real estate ownership.
• Customs matters.
• Environmental obligations.

A comprehensive legal review often identifies issues that significantly affect valuation or justify additional contractual protections.

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Step 4 – Review Financial Records

Financial due diligence should include:

• Audited financial statements.
• Cash flow.
• Outstanding loans.
• Bank guarantees.
• Credit facilities.
• Accounts receivable.
• Accounts payable.
• Off-balance-sheet liabilities.
• Foreign currency exposure.
• Related-party transactions.

Financial due diligence should be coordinated with legal due diligence.

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Step 5 – Investigate Tax Risks

Review:

• Corporate tax returns.
• VAT filings.
• Payroll taxes.
• Withholding taxes.
• Tax audits.
• Administrative penalties.
• Transfer pricing.
• Customs taxes.
• Tax settlements.

Hidden tax liabilities frequently become one of the largest post-acquisition risks.

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Step 6 – Review Employment Matters

The buyer should examine:

• Employment contracts.
• Executive agreements.
• Payroll records.
• Social security compliance.
• Severance obligations.
• Overtime claims.
• Workplace accidents.
• Collective bargaining agreements.
• Pending labor litigation.

Employment liabilities remain one of the most common sources of post-closing disputes.

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Step 7 – Verify Regulatory Licenses

Businesses operating in regulated industries should be reviewed carefully.

Examples include:

• Energy.
• Banking.
• Insurance.
• Healthcare.
• Pharmaceuticals.
• Telecommunications.
• Mining.
• Food production.
• Transportation.

Confirm:

• Valid licenses.
• Regulatory approvals.
• Pending investigations.
• Administrative sanctions.
• Renewal requirements.

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Step 8 – Review Commercial Contracts

Important agreements include:

• Customer contracts.
• Distribution agreements.
• Franchise agreements.
• Supply agreements.
• Lease agreements.
• Software licenses.
• Financing contracts.
• Shareholder agreements.

Particular attention should be given to:

• Change-of-control clauses.
• Automatic termination provisions.
• Exclusivity obligations.
• Penalty clauses.
• Limitation of liability provisions.

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Step 9 – Check Intellectual Property

Verify ownership of:

• Trademarks.
• Patents.
• Domain names.
• Copyrights.
• Software.
• Trade secrets.
• Licensing rights.

IP assets often represent a significant portion of the business value.

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Step 10 – Determine Whether Competition Approval Is Required

Some acquisitions require clearance from the Turkish Competition Authority before completion.

Whether notification is required depends on the transaction structure and the applicable turnover thresholds. Buyers should evaluate merger-control obligations before closing because completing a notifiable transaction without approval may result in administrative sanctions.

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Step 11 – Negotiate the Share Purchase Agreement (SPA)

The SPA should include:

• Purchase price.
• Payment terms.
• Closing conditions.
• Representations and warranties.
• Tax indemnities.
• Litigation indemnities.
• Escrow arrangements.
• Earn-out provisions.
• Confidentiality.
• Non-compete obligations.
• Governing law.
• Dispute resolution.

A properly negotiated SPA is often the buyer’s strongest protection against hidden liabilities.

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Step 12 – Complete Closing Procedures

Depending on the transaction, closing may include:

• Share transfer documentation.
• Board resolutions.
• Shareholder approvals.
• Trade Registry filings where required.
• Updating company records.
• Bank notifications.
• Tax registrations.
• License notifications.
• Employee communications.

The exact process depends on the company type and transaction structure.

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Step 13 – Post-Closing Integration

After completion, the buyer should:

• Update corporate governance.
• Review internal compliance policies.
• Integrate accounting systems.
• Review employment policies.
• Update banking authorities.
• Conduct operational risk reviews.
• Implement compliance programs.

Post-closing planning is essential for long-term success.

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Common Mistakes Foreign Buyers Make

Foreign investors frequently:

• Skip legal due diligence.
• Focus only on financial statements.
• Ignore tax risks.
• Fail to verify signing authority.
• Overlook litigation.
• Ignore employment liabilities.
• Use template purchase agreements.
• Close transactions before obtaining necessary approvals.
• Underestimate regulatory compliance obligations.

These mistakes often result in expensive disputes after completion.

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Why Professional Legal Assistance Is Essential

Acquiring an existing business in Turkey requires expertise in:

• Corporate law.
• Mergers and acquisitions.
• Commercial contracts.
• Tax law.
• Competition law.
• Employment law.
• Regulatory compliance.
• Intellectual property.
• Data protection.
• Dispute resolution.

An experienced corporate lawyer can:

• Conduct comprehensive legal due diligence.
• Structure the transaction.
• Verify corporate authority.
• Identify hidden liabilities.
• Draft and negotiate the Share Purchase Agreement.
• Coordinate with accountants and financial advisers.
• Obtain regulatory approvals where necessary.
• Protect your interests throughout the acquisition process.

Early legal advice can significantly reduce acquisition risks and improve transaction certainty.

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Frequently Asked Questions

1. Can a foreigner legally purchase an existing business in Turkey?

Yes. Foreign investors generally enjoy the same legal rights as Turkish investors when purchasing existing companies, subject to sector-specific regulations and approval requirements.

2. Is it better to buy shares or assets?

It depends on the transaction. Share purchases preserve business continuity but usually include historical liabilities, whereas asset purchases may reduce some legacy risks while creating different legal and tax considerations.

3. Is legal due diligence necessary?

Absolutely. Legal due diligence identifies hidden liabilities, litigation, tax exposure, regulatory issues, employment risks, and contractual problems before the acquisition is completed.

4. Can foreign buyers acquire 100% of a Turkish company?

In most sectors, yes. Certain regulated industries may impose additional conditions or require regulatory approvals.

5. Do all acquisitions require Competition Authority approval?

No. Only transactions meeting the applicable merger-control thresholds require notification and clearance before completion.

6. Can hidden tax debts become the buyer’s problem?

Yes. In a share acquisition, historical tax exposure may remain with the company after the acquisition, making careful due diligence and contractual protections essential.

7. How long does a business acquisition usually take?

The timeline depends on the complexity of the transaction, due diligence findings, negotiations, financing, regulatory approvals, and closing requirements. Straightforward acquisitions may be completed relatively quickly, while regulated or complex transactions often take considerably longer.

8. Why should I hire a Turkish M&A lawyer?

A Turkish M&A lawyer can identify hidden legal risks, negotiate stronger contractual protections, coordinate due diligence, manage regulatory requirements, and help ensure that the acquisition is completed efficiently while protecting your investment.

Legal Support – Contact Our Corporate and M&A Lawyers

Purchasing an existing business in Turkey is a strategic investment that requires careful planning, comprehensive legal due diligence, and a well-structured acquisition agreement. A properly managed transaction helps minimize legal risks, protect your investment, and ensure a smooth transition after closing.

Fırat Fesih Kaya and our legal team advise foreign investors, multinational corporations, entrepreneurs, family offices, private equity funds, and international businesses on company acquisitions, mergers and acquisitions, legal due diligence, share purchase agreements, asset purchase transactions, regulatory approvals, corporate governance, commercial contracts, and post-acquisition dispute resolution throughout Turkey.

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