Acquiring a Company in Turkey: 2026 Guide for Smart Investors

Turkey continues to attract foreign capital thanks to its strategic location, dynamic economy, and investor-friendly reforms. For many international entrepreneurs and corporations, acquiring a company in Turkey is a faster and more strategic route to market entry than starting a business from scratch. Rather than building operations, brand recognition, and licensing from the ground up, an acquisition allows investors to step directly into an established business with existing revenue, contracts, employees, and market presence.

However, acquiring a company in Turkey is a legally complex process that requires careful planning, thorough due diligence, and compliance with Turkish commercial, tax, and competition law.

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Why Investors Are Acquiring a Company in Turkey Instead of Starting One

Turkey’s position as a bridge between Europe, Asia, and the Middle East makes it a natural hub for regional expansion. Many foreign investors evaluate two options when entering the Turkish market: pursuing fresh company formation in Turkey or acquiring an existing local business. While company formation in Turkey remains a popular and relatively straightforward option for investors who want to build from scratch, acquiring a company in Turkey offers distinct advantages for those seeking speed and immediate market access.

An existing Turkish company typically comes with an operational history, an established customer base, trained staff, existing licenses or permits, and sometimes valuable real estate or intellectual property. For investors in sectors like manufacturing, logistics, retail, technology, and energy, acquiring a company in Turkey can shortcut years of market development that would otherwise be required through organic growth.

That said, acquisition carries its own risks. Undisclosed liabilities, pending litigation, tax irregularities, and labor disputes can all transfer to the buyer if proper due diligence is not conducted. This is precisely why engaging experienced company formation lawyers in Turkey and acquisition specialists early in the process is essential to protecting the buyer’s interests.

The Foundation: Understanding the Turkish Legal Framework

Company acquisitions in Turkey are primarily governed by the Turkish Commercial Code (TCC) No. 6102, along with various other specialized laws and regulations. These include the Law on the Protection of Competition, the Capital Markets Law (for publicly held companies), the Turkish Code of Obligations, and the Labor Law. Understanding this multi-layered framework is paramount to a successful transaction.

The TCC outlines two main types of mergers: merger by acquisition, where one company takes over another’s assets and liabilities, and merger by formation of a new company, where multiple entities combine to form a new legal entity.

While these broadly define the structure, the specific steps and requirements can vary significantly based on the type of companies involved (e.g., joint stock company, limited liability company) and the sector of operation.

Legal Structures Available When Acquiring a Company in Turkey

Foreign investors have several structural options when acquiring a company in Turkey, and the right choice depends on the investor’s objectives, risk tolerance, and tax strategy.

Share Acquisition

A share acquisition involves purchasing the shares of an existing Turkish company directly from its shareholders. The buyer effectively steps into the shoes of the previous owners, acquiring not only the company’s assets but also its liabilities, contracts, and legal obligations. This structure is common when the buyer wants continuity of the company’s trade registry history, existing contracts, and licenses, which can be particularly valuable for regulated industries.

Asset Acquisition

An asset acquisition allows the buyer to selectively purchase specific assets of a Turkish company, such as machinery, real estate, intellectual property, or customer contracts, without inheriting all corporate liabilities. This structure often appeals to investors who are wary of hidden risks associated with acquiring a company in Turkey through a full share purchase, since it allows more control over exactly what is being transferred.

Merger Structures

In certain cases, particularly among larger transactions, investors may pursue a statutory merger under the Turkish Commercial Code, combining the acquired company with an existing or newly formed Turkish entity. Mergers require Trade Registry approval, notarized documentation, and in some cases Competition Board clearance, making this the most procedurally demanding structure among the three.

Choosing between these structures requires a detailed legal and financial analysis, which is why working with qualified company formation lawyers in Turkey from the earliest stages of negotiation is strongly recommended.

Due Diligence: The Most Critical Step When Acquiring a Company in Turkey

Due diligence is the foundation of any successful acquisition. Before any binding agreement is signed, a comprehensive legal, financial, and operational review of the target company must be conducted.

Legal Due Diligence

Legal due diligence examines the target company’s corporate structure, shareholder agreements, board resolutions, employment contracts, litigation history, intellectual property registrations, and regulatory compliance status. Legalixa’s legal team reviews trade registry gazette filings, articles of association, and any pending administrative or court proceedings that could affect the transaction.

Financial and Tax Due Diligence

Financial due diligence, typically conducted in coordination with accounting professionals, verifies the accuracy of the target company’s financial statements, tax filings, outstanding debts, and social security obligations. Given the complexity of Turkish tax law, this stage often benefits from close collaboration between legal counsel and accounting experts. Our affiliated accounting firm, Finlexia, led by certified public accountant Beyhan Akkas, regularly supports acquisition due diligence by verifying financial statements, tax compliance history, and payroll obligations of target companies.

Operational and Commercial Due Diligence

Operational due diligence looks beyond the numbers to assess the company’s market position, key customer and supplier relationships, employment structure, and any dependency risks. This stage helps buyers understand whether the value they are acquiring is sustainable after the transaction closes.

Regulatory Approvals Required When Acquiring a Company in Turkey

Depending on the size and sector of the transaction, acquiring a company in Turkey may require regulatory approval from several authorities.

Transactions that meet certain turnover thresholds require clearance from the Turkish Competition Authority before closing. Certain regulated sectors, including banking, insurance, telecommunications, media, and energy, require sector-specific regulatory approval prior to a change of control. Additionally, if the target company owns real estate, particularly agricultural land or property near military or security zones, additional permits may be required for foreign ownership.

Foreign investors should also be aware that Turkey’s Foreign Direct Investment Law generally grants foreign investors the same rights as domestic investors, but sector-specific restrictions still apply in areas such as aviation, broadcasting, and maritime transport. Identifying these restrictions early avoids costly delays later in the transaction timeline.

Structuring the Share Purchase Agreement

The share purchase agreement, or SPA, is the central legal document governing the acquisition. A well-drafted SPA protects the buyer through detailed representations and warranties, indemnification clauses, and closing conditions.

Representations and warranties typically cover the accuracy of financial statements, the absence of undisclosed liabilities, compliance with labor and tax law, and the validity of the company’s licenses and permits. Indemnification provisions allocate risk between the buyer and seller in the event that a warranty is later found to be inaccurate, protecting the buyer from unforeseen liabilities discovered after closing.

Given the stakes involved, the negotiation and drafting of the SPA should always be handled by experienced company formation lawyers in Turkey who understand both local commercial law and the expectations of international investors.

Employment Considerations When Acquiring a Company in Turkey

Under Turkish labor law, employees generally transfer automatically with the business in an asset or share acquisition, retaining their seniority, accrued severance rights, and existing employment terms. Buyers must carefully review employment contracts, collective bargaining agreements, and any pending labor disputes during due diligence, as these obligations transfer with the company.

Severance and notice pay liabilities are calculated based on an employee’s full tenure with the company, including years worked prior to the acquisition. This makes an accurate assessment of accrued employee liabilities an essential part of the financial due diligence process.

Tax Implications of Acquiring a Company in Turkey

The tax treatment of an acquisition depends heavily on whether the transaction is structured as a share purchase or an asset purchase. Share transfers are generally subject to more favorable tax treatment for the seller, while asset purchases may trigger value-added tax and other transfer-related taxes depending on the nature of the assets involved.

Foreign investors should also consider withholding tax obligations, double taxation treaty benefits, and the long-term corporate tax implications of the chosen acquisition structure. Coordinating with both legal counsel and accounting professionals, such as the team at Finlexia, ensures that the acquisition structure is optimized from a tax efficiency standpoint before the transaction is finalized.

Closing the Transaction and Post-Acquisition Registration

Once due diligence is complete and the SPA is finalized, the transaction moves toward closing. This typically involves signing before a notary, updating the company’s shareholder registry, filing the change of ownership with the relevant Trade Registry Office, and publishing the change in the Turkish Trade Registry Gazette.

Following closing, the buyer should promptly update the company’s tax office records, social security registrations, bank signatory authorizations, and any operational licenses that require notification of a change in ownership. Failure to complete these post-closing formalities can create administrative complications down the line.

Common Pitfalls to Avoid When Acquiring a Company in Turkey

Many foreign investors underestimate the complexity of Turkey’s regulatory environment, particularly around employment liabilities, tax exposure, and sector-specific approval requirements. Skipping thorough due diligence, relying solely on the seller’s representations, or failing to engage local legal counsel early in the process are among the most common mistakes that lead to post-acquisition disputes.

Working with a firm that combines legal and financial expertise significantly reduces these risks. Legalixa’s integrated structure with Finlexia allows clients to manage both the legal and accounting dimensions of an acquisition under one coordinated advisory team, streamlining communication and reducing the chance of overlooked liabilities.

FAQs About Acquiring a Company in Turkey

What is the difference between acquiring a company in Turkey and forming a new one?

Acquiring a company in Turkey means purchasing an existing business, including its assets, contracts, and potentially its liabilities, while company formation in Turkey involves establishing a brand-new legal entity from scratch. Acquisition offers faster market entry and immediate operational capacity, while formation offers a clean legal slate with no inherited risks.

How long does the process of acquiring a company in Turkey usually take?

The timeline varies depending on the complexity of the transaction, but a typical acquisition involving due diligence, negotiation, and regulatory approvals takes between two and six months. Transactions requiring Competition Board clearance or sector-specific regulatory approval can take longer.

Do foreign investors need special permission for acquiring a company in Turkey?

In most sectors, foreign investors are treated equally to domestic investors under Turkey’s Foreign Direct Investment Law and do not need special permission. However, regulated sectors such as banking, insurance, media, and aviation require additional regulatory approval before a change of ownership can be completed.

What liabilities transfer to the buyer when acquiring a company in Turkey through a share purchase?

In a share acquisition, the buyer generally inherits all existing liabilities of the company, including tax debts, pending litigation, and employee severance obligations. This is why comprehensive legal and financial due diligence is essential before finalizing any share purchase agreement.

Is it necessary to hire local legal counsel when acquiring a company in Turkey?

Yes. Turkish commercial, tax, and labor law contain nuances that are best navigated with the support of experienced company formation lawyers in Turkey who understand both local regulations and the expectations of foreign investors. Local counsel also manages notarization, Trade Registry filings, and regulatory approvals required to close the transaction.

Can accounting due diligence be conducted alongside legal due diligence when acquiring a company in Turkey?

Yes, and it is strongly recommended. Financial and tax due diligence conducted in parallel with legal due diligence provides a complete picture of the target company’s risk profile. Legalixa’s coordinated structure with Finlexia allows both processes to run simultaneously under unified advisory oversight.

Speak With Legalixa Law Firm About Acquiring a Company in Turkey

Acquiring a company in Turkey can be one of the most efficient ways to enter the Turkish market, but success depends entirely on the quality of legal and financial guidance behind the transaction. From initial due diligence through share purchase agreement negotiation, regulatory approvals, and post-closing registration, every stage carries risks that require experienced oversight.

Legalixa Law Firm has supported international investors and multinational clients in navigating acquisitions, mergers, and company formation in Turkey since 1992, offering multilingual legal services in English, Chinese, French, Farsi, Russian, and Turkish.

If you are considering acquiring a company in Turkey and want to ensure the transaction is structured correctly, thoroughly vetted, and legally protected, our team is ready to assist. Contact Legalixa Law Firm today to schedule a consultation with our corporate and M&A specialists, and let our integrated legal and accounting expertise guide your investment safely from due diligence to closing.