A complete 2026 legal guide for foreign companies acquiring Turkish businesses. Learn about share and asset deals, due diligence, merger control, corporate approvals, tax, employment, data protection, licences, closing requirements, and common acquisition risks.

Acquiring an established Turkish business can provide a foreign investor with immediate access to customers, employees, licences, distribution networks, production facilities, intellectual property, and local market knowledge. However, purchasing a company in Turkey may also transfer significant legal, financial, regulatory, tax, employment, and operational risks to the buyer.

A successful acquisition therefore requires more than negotiating the purchase price. The foreign buyer must identify the correct transaction structure, verify ownership and authority, conduct comprehensive due diligence, obtain regulatory approvals, prepare enforceable transaction documents, secure payment and closing arrangements, and plan the post-acquisition integration process.

Under Türkiye’s foreign direct investment framework, international investors are generally subject to the same rights and liabilities as domestic investors, and the conditions governing company establishment and share transfers generally apply equally to foreign and local investors. However, sector-specific restrictions, regulatory approvals, competition rules, real estate limitations, sanctions risks, and national-security considerations may still affect particular transactions.

This guide provides a practical 2026 legal checklist for foreign companies considering the acquisition of a Turkish business.

1. Decide Between a Share Purchase and an Asset Purchase

The first major decision is whether the investor will acquire shares in the Turkish company or purchase selected assets and business operations.

Share Purchase

In a share acquisition, the buyer purchases some or all of the shares in the target company. The legal entity continues to exist with its existing contracts, employees, licences, assets, debts, tax history, and liabilities.

A share purchase may offer commercial continuity, but it may also expose the buyer to historical liabilities that remain within the target company.

Potential inherited risks include:

• Tax debts
• Social security liabilities
• Employment claims
• Commercial litigation
• Customs penalties
• Environmental liabilities
• Regulatory investigations
• Product liability claims
• Data-protection violations
• Unrecorded contractual obligations
• Related-party transactions
• Undisclosed guarantees and securities

Asset Purchase

In an asset acquisition, the buyer selects particular assets or business elements, such as:

• Machinery
• Inventory
• Real estate
• Intellectual property
• Customer contracts
• Licences
• Employees
• Trade names
• Domain names
• Distribution rights
• Production facilities

An asset deal may allow greater control over which assets and liabilities are transferred. However, individual transfer formalities, third-party consents, tax costs, employee-transfer rules, licence restrictions, title registrations, and contractual assignment requirements may make the transaction more complex.

The preferred structure should be determined after legal, tax, financial, and operational analysis.

2. Verify the Target Company’s Legal Identity

The buyer should confirm the exact registered identity of the Turkish target before signing a letter of intent, exclusivity agreement, share purchase agreement, or asset transfer agreement.

The review should include:

• Full registered trade name
• Company type
• MERSIS number
• Trade Registry number
• Tax identification number
• Registered address
• Incorporation date
• Current legal status
• Business purpose
• Registered capital
• Shareholding structure
• Directors and authorized signatories

Trade Registry transactions are conducted through the Central Registry Record System, known as MERSIS, which electronically stores commercial registry information and assigns unique numbers to active legal entities.

The buyer should also review the target’s historical Trade Registry Gazette announcements to identify past changes involving ownership, management, capital, address, mergers, liquidation, representation authority, or amendments to the articles of association.

3. Confirm Ownership of the Shares

The seller must legally own the shares being transferred and must have the authority to sell them.

The buyer should examine:

• Share ledger
• Share certificates
• Registered and bearer share status
• Articles of association
• Previous share transfer agreements
• Capital payment records
• Share pledges
• Attachment orders
• Court injunctions
• Shareholder agreements
• Nominee arrangements
• Beneficial ownership structure
• Pre-emption or first-refusal rights

A person appearing to control the company commercially may not necessarily be the registered legal owner of the shares.

The buyer should trace the ownership chain and identify the ultimate beneficial owners, particularly where the seller is part of an international group or has a complex holding structure.

4. Review Restrictions on Share Transfers

The articles of association, shareholders’ agreements, financing agreements, and sector regulations may restrict a proposed transfer.

Potential restrictions include:

• Board approval requirements
• General assembly approval
• Pre-emption rights
• Rights of first offer
• Rights of first refusal
• Consent rights
• Lock-up provisions
• Change-of-control restrictions
• Bank approval requirements
• Regulatory approval
• Foreign ownership limitations
• Restrictions affecting privileged shares

The legal requirements differ depending on whether the target is a joint stock company or a limited liability company.

The acquisition agreement should not be completed until all required corporate and contractual approvals have been identified.

5. Conduct Comprehensive Legal Due Diligence

Legal due diligence is the central risk-assessment stage of the acquisition.

The buyer’s lawyers should review at least the following areas:

Corporate Records

• Articles of association
• Trade Registry records
• Share ledger
• Share certificates
• Board resolutions
• General assembly resolutions
• Signature circulars
• Powers of attorney
• Internal directives
• Group structure
• Related-party arrangements

Material Contracts

• Customer agreements
• Supplier agreements
• Distribution contracts
• Agency agreements
• Franchise agreements
• Licence agreements
• Loan documents
• Lease agreements
• Construction contracts
• Outsourcing agreements
• Insurance policies
• Joint venture agreements
• Government contracts

Special attention should be given to termination, exclusivity, minimum-purchase, penalty, indemnity, non-compete, assignment, and change-of-control clauses.

Litigation and Enforcement

The review should identify:

• Pending lawsuits
• Arbitration proceedings
• Enforcement files
• Interim injunctions
• Attachment orders
• Bankruptcy risks
• Concordat proceedings
• Regulatory investigations
• Criminal complaints
• Administrative penalties

Compliance

The buyer should examine:

• Anti-bribery procedures
• Anti-money-laundering controls
• Sanctions compliance
• Customs compliance
• Export controls
• Competition-law compliance
• Consumer protection
• Whistleblowing systems
• Internal audit reports
• Code of conduct
• Third-party due diligence

A data room prepared solely by the seller should not be treated as complete without verification, management interviews, disclosure requests, and independent searches.

6. Investigate Financial and Tax Risks

Legal due diligence should be coordinated with financial and tax reviews.

The buyer should examine:

• Audited financial statements
• Management accounts
• Tax returns
• VAT records
• Corporate income tax
• Withholding taxes
• Customs duties
• Transfer pricing
• Related-party transactions
• Deferred tax liabilities
• Tax inspections
• Tax settlements
• Social security debts
• Government incentives
• Investment incentive certificates
• Off-balance-sheet liabilities

The transaction documents should clearly allocate responsibility for taxes arising before and after closing.

Tax indemnities may be required where the target has historical exposure that cannot be fully quantified.

7. Check the Target’s Capital Position

Registered capital does not necessarily demonstrate financial strength, but it remains an important corporate and solvency indicator.

The minimum capital applicable to newly established companies has been increased to:

• TRY 250,000 for joint stock companies
• TRY 50,000 for limited liability companies
• TRY 500,000 as the initial capital for non-public joint stock companies adopting the registered capital system

These amounts have applied since January 1, 2024.

The buyer should determine:

• Whether subscribed capital has been paid
• Whether equity has been lost
• Whether the company is technically insolvent
• Whether shareholder loans exist
• Whether capital increases were properly registered
• Whether the target requires recapitalization
• Whether distributions were lawfully made

Negative equity, unpaid capital, or significant shareholder receivables may materially affect valuation.

8. Determine Whether Competition Authority Approval Is Required

A transaction resulting in a permanent change of control may require prior authorization from the Turkish Competition Board if the applicable turnover thresholds are exceeded.

Control may arise through shares, assets, contractual rights, veto rights, governance arrangements, or other mechanisms providing decisive influence. Full-function joint ventures may also fall within the merger-control regime.

Under the currently published Communiqué No. 2010/4 framework, notification may be required where the relevant Turkish and worldwide turnover thresholds are exceeded. Special rules apply to technology undertakings operating in areas including digital platforms, software, gaming, financial technologies, biotechnology, pharmacology, agricultural chemicals, and healthcare technologies.

Where notification is mandatory:

• The transaction should not be closed before authorization
• Control should not be transferred prematurely
• Integration should not begin before clearance
• Sensitive information sharing should be controlled
• Independent commercial conduct should continue

Failure to obtain required approval may result in administrative fines and legal uncertainty.

Because thresholds and enforcement practice may change, the filing analysis should be reconfirmed immediately before signing.

9. Identify Sector-Specific Regulatory Approvals

Some acquisitions require approval or notification from the relevant sector regulator.

Regulated sectors may include:

• Banking
• Insurance
• Payment services
• Electronic money
• Capital markets
• Energy
• Mining
• Telecommunications
• Broadcasting
• Aviation
• Healthcare
• Pharmaceuticals
• Private education
• Tourism
• Transportation
• Defence
• Private security

The buyer should determine whether the acquisition triggers:

• Ownership approval
• Licence amendment
• Fit-and-proper assessment
• Change-of-control notification
• Foreign ownership review
• Management approval
• Operational permit renewal

An acquisition may be commercially ineffective if the buyer obtains the company but cannot legally use its licence.

10. Review Real Estate Ownership and Restrictions

Where the target owns factories, offices, land, warehouses, energy facilities, agricultural property, or strategically located real estate, title and zoning checks are essential.

The review should cover:

• Title ownership
• Mortgages
• Attachments
• Easements
• Leases
• Zoning status
• Construction permits
• Occupancy permits
• Environmental restrictions
• Expropriation risk
• Pending title litigation
• Military or security zone restrictions

Foreign-controlled Turkish companies may be subject to specific rules when acquiring real estate in Türkiye, particularly where foreign investors hold at least 50 percent of the shares or have the power to appoint or remove a majority of the board.

11. Examine Employment Liabilities

In a share acquisition, the employer remains the same legal entity, and existing employee obligations generally remain with the target.

The review should include:

• Employment contracts
• Executive agreements
• Payroll
• Overtime
• Annual leave
• Severance exposure
• Social security payments
• Workplace accidents
• Occupational health and safety
• Collective bargaining agreements
• Union relationships
• Employee litigation
• Independent contractor arrangements
• Foreign employee work permits
• Incentive schemes
• Bonus arrangements

Key employee retention should be considered before closing.

Change-of-control bonuses, executive termination rights, and employee option plans may also create unexpected costs.

12. Verify Intellectual Property Ownership

The target may depend heavily on trademarks, software, patents, industrial designs, databases, domain names, trade secrets, or technical know-how.

The buyer should confirm:

• Registered ownership
• Validity and renewal status
• Employee and contractor assignments
• Software licences
• Open-source software use
• Third-party infringement claims
• Royalty obligations
• Co-ownership
• Territorial limitations
• Encumbrances
• Rights to use group-owned intellectual property

A company may use a valuable brand without owning it. The brand may instead belong to a shareholder, founder, affiliate, or foreign parent company.

13. Review Personal Data and Cybersecurity Compliance

Acquiring a business often involves access to employee records, customer databases, supplier contacts, health information, marketing data, financial details, and digital systems.

The review should assess compliance with Law No. 6698 on the Protection of Personal Data, including:

• Processing grounds
• Privacy notices
• Data inventory
• VERBIS obligations
• Retention periods
• Data-subject requests
• Security measures
• Data breaches
• Processor agreements
• Marketing communications
• Sensitive personal data
• Cross-border data transfers

The cross-border transfer framework was substantially revised in 2024. Where there is no adequacy decision, transfers may rely on appropriate safeguards such as standard contracts, binding corporate rules, or approved written undertakings. Standard contracts must be notified to the Personal Data Protection Authority within five business days after signature.

This remains a critical 2026 issue for foreign buyers planning to integrate the target into global cloud, HR, accounting, customer-management, or compliance systems.

14. Check Environmental and ESG Exposure

Manufacturing, logistics, mining, energy, chemicals, waste, construction, food, and industrial businesses may carry substantial environmental liabilities.

The buyer should review:

• Environmental permits
• Environmental impact assessments
• Emissions
• Waste management
• Soil contamination
• Water usage
• Hazardous materials
• Administrative fines
• Remediation obligations
• Workplace safety
• Carbon reporting
• Supply-chain compliance

Environmental risks may remain with the target after a share acquisition, even where the conduct occurred before closing.

15. Assess Sanctions and Anti-Corruption Risks

The target, sellers, beneficial owners, customers, distributors, agents, banks, and major suppliers should be screened against applicable sanctions and restricted-party lists.

The acquisition review should consider:

• Sanctioned ownership or control
• High-risk countries
• Dual-use products
• Export restrictions
• Government customers
• Politically exposed persons
• Public procurement
• Intermediary commissions
• Unrecorded payments
• Gifts and hospitality
• Customs declarations
• Distributor relationships

A target may appear locally compliant while exposing the foreign buyer to liability under the buyer’s home-country laws.

16. Negotiate the Letter of Intent Carefully

A letter of intent should clearly distinguish between binding and non-binding provisions.

Potentially binding provisions may include:

• Confidentiality
• Exclusivity
• Access to information
• Costs
• Governing law
• Dispute resolution
• Non-solicitation
• Public announcements
• Return or destruction of information

The buyer should avoid creating an unintended obligation to complete the acquisition before due diligence and regulatory analysis are finished.

17. Prepare Strong Transaction Documents

The share purchase agreement or asset purchase agreement should address:

• Transaction structure
• Purchase price
• Price adjustment
• Locked-box or completion accounts
• Earn-out
• Conditions precedent
• Regulatory approvals
• Closing documents
• Seller warranties
• Tax covenant
• Specific indemnities
• Liability caps
• De minimis and basket thresholds
• Disclosure letter
• Escrow
• Retention
• Non-compete
• Non-solicitation
• Confidentiality
• Governing law
• Arbitration or court jurisdiction
• Post-closing obligations

Known risks should normally be addressed through specific indemnities rather than relying only on general warranties.

18. Define Closing Conditions

Closing should be conditional upon completion of all essential steps.

Typical conditions precedent include:

• Competition Authority approval
• Sector regulator approval
• Corporate resolutions
• Waiver of pre-emption rights
• Third-party contract consents
• Release of share pledges
• Removal of attachments
• Refinancing
• Licence confirmation
• Key employee arrangements
• No material adverse change
• Delivery of disclosure documents
• Completion of restructuring
• Confirmation of bank debt
• Execution of escrow documents

The agreement should state which party is responsible for satisfying each condition and what happens if it is not satisfied by the long-stop date.

19. Secure the Purchase Price

The payment mechanism should be structured to reduce closing and post-closing risk.

Possible tools include:

• Escrow account
• Holdback
• Retention
• Deferred consideration
• Bank guarantee
• Warranty and indemnity insurance
• Parent-company guarantee
• Earn-out mechanism
• Purchase-price adjustment
• Set-off rights

The buyer should not release the full price before receiving the required share-transfer documents, corporate books, approvals, resignations, certificates, and control over bank and operational systems.

20. Plan Post-Closing Integration

Legal risk does not end at closing.

The buyer should prepare a post-closing plan covering:

• New directors
• Signature authority
• Trade Registry filings
• Bank mandates
• Licence notifications
• Employment communications
• Data migration
• Cybersecurity
• Compliance policies
• Insurance
• Accounting systems
• Tax registrations
• Internal controls
• Contract renewals
• Related-party arrangements
• Brand ownership
• Supplier and customer notifications

Immediate post-closing compliance reviews are especially important where due diligence identified incomplete records or weak internal controls.

Common Risks for Foreign Buyers

Undisclosed Liabilities

The target may have unrecorded tax, employment, customs, regulatory, or contractual obligations.

Unauthorized Sellers or Signatories

The person negotiating the transaction may lack authority to transfer shares or bind the company.

Incomplete Corporate Records

Missing share ledgers, resolutions, signature documents, or capital records can delay or invalidate transaction steps.

Change-of-Control Termination

Key customers, banks, suppliers, licensors, or landlords may have the right to terminate upon acquisition.

Regulatory Approval Failure

The buyer may sign a binding agreement without realizing that competition or sector approval is required.

Tax Reassessment

Historical tax positions may be challenged after closing.

Employment Claims

Unpaid overtime, severance, social security, workplace safety, or misclassification issues may remain within the target.

Licence Dependence

The target’s business may rely on a licence that cannot be transferred or may be revoked following the ownership change.

Data-Transfer Violations

Global integration may unlawfully transfer Turkish employee or customer data abroad.

Sanctions Exposure

The target’s customers, suppliers, banks, products, or shipping routes may create sanctions or export-control risk.

Real Estate Defects

Factories or operating sites may have title, zoning, construction, environmental, or occupancy problems.

Seller Fraud or Misrepresentation

Financial statements, customer numbers, inventory, ownership, licences, or revenue projections may be inaccurate.

2026 Acquisition Checklist

Before signing or closing, the foreign buyer should confirm that:

1. The correct acquisition structure has been selected.
2. The seller legally owns the shares or assets.
3. Corporate authority has been verified.
4. Legal, tax, financial, and operational due diligence is complete.
5. Competition filing requirements have been assessed.
6. Sector-specific approvals have been identified.
7. Material contracts and change-of-control clauses have been reviewed.
8. Tax, employment, customs, and social security exposure has been assessed.
9. Intellectual property ownership has been confirmed.
10. Data-protection and cross-border transfer compliance has been reviewed.
11. Real estate and environmental risks have been investigated.
12. Sanctions and beneficial ownership checks are complete.
13. Warranties and specific indemnities cover identified risks.
14. The purchase price is protected through appropriate security.
15. Closing conditions and deliverables are clearly defined.
16. Post-closing filings and integration steps are planned.

Frequently Asked Questions

1. Can a foreign company acquire 100 percent of a Turkish company?

Generally, yes. Foreign investors may acquire all shares in many Turkish companies under the principle of equal treatment. However, sector-specific restrictions, licence rules, competition approval, real estate rules, or national-security considerations may apply.

2. Is government approval required for every foreign acquisition?

No. General foreign investment approval is not required for every transaction. However, Competition Board authorization or sector-specific regulatory approval may be necessary.

3. Is a share purchase safer than an asset purchase?

Not necessarily. A share purchase offers continuity but generally leaves historical liabilities inside the target. An asset purchase may isolate certain risks but can require more transfer formalities, consents, and tax analysis.

4. How long does acquisition due diligence take?

The process commonly takes several weeks, depending on the target’s size, sector, record quality, regulatory status, number of subsidiaries, and transaction complexity.

5. Can the buyer inherit the target’s old debts?

In a share acquisition, the target remains responsible for its existing obligations, and the buyer indirectly acquires the economic exposure associated with them. Some liabilities may also transfer in an asset deal depending on their nature and the applicable law.

6. When is Competition Authority approval required?

Approval may be required where the transaction causes a permanent change of control and the applicable turnover thresholds are exceeded. Technology-sector acquisitions are subject to special threshold rules.

7. What are the most important acquisition documents?

The main documents may include a confidentiality agreement, letter of intent, due-diligence request list, share or asset purchase agreement, disclosure letter, escrow agreement, corporate approvals, regulatory filings, and closing documents.

8. Should the buyer use escrow?

Escrow may be highly advisable where part of the purchase price must secure warranty, tax, indemnity, or closing obligations.

9. Can a foreign buyer manage due diligence remotely?

Much of the review can be completed through a virtual data room. However, physical inspections, management interviews, inventory checks, real estate visits, and regulatory verification may still be necessary.

10. Why should foreign investors use a Turkish acquisition lawyer?

A Turkish lawyer can coordinate due diligence, verify ownership and authority, assess regulatory approvals, negotiate transaction documents, identify local-law risks, manage closing, and protect the buyer against undisclosed liabilities.

Legal Support for Foreign Business Acquisitions in Turkey

Acquiring a Turkish business without properly structured due diligence and transaction protection may expose a foreign investor to undisclosed debts, tax assessments, employment claims, regulatory penalties, licence problems, contractual disputes, and post-closing litigation.

Fırat Fesih Kaya Law Office advises foreign investors, multinational corporations, private equity funds, family offices, strategic buyers, and international businesses throughout Turkish mergers and acquisitions.

Our legal services include target-company verification, legal due diligence, transaction structuring, competition and regulatory analysis, share purchase and asset purchase agreements, negotiation, closing coordination, compliance review, and post-acquisition legal support.

Obtaining a transaction-specific legal assessment before signing protects investment value and strengthens the buyer’s negotiating position. Managing the acquisition with an experienced Turkish lawyer helps prevent avoidable losses and ensures that ownership, approvals, liabilities, payment security, and closing requirements are addressed correctly.

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