Buying or Selling a Company in Türkiye: A Practical Legal Guide to M&A Transactions

Buying or selling a company can look deceptively simple from the outside.

Two parties agree on a price, lawyers prepare the documents, money changes hands, and the buyer takes control. In reality, a Turkish merger or acquisition can involve months of preparation, negotiations, document reviews, regulatory checks and difficult decisions about who should carry which risks.

The purchase price is only one part of the story.

A buyer may want to know whether the company really owns its assets, whether important contracts can survive a change of ownership, whether there are undisclosed tax liabilities, whether employees have outstanding claims, or whether a regulatory approval is required before the transaction can close.

A seller, meanwhile, may be concerned about receiving the purchase price, limiting post-closing liability, protecting confidential information and making sure the buyer does not later challenge matters that were properly disclosed.

This is where careful M&A legal advice in Türkiye can make a meaningful difference.

Türkiye's M&A market includes transactions involving family-owned businesses, international investors, private equity funds, strategic buyers, entrepreneurs and publicly traded companies. The legal framework can involve the Turkish Commercial Code, competition legislation, capital-markets rules, tax legislation, employment law, data-protection regulations and sector-specific requirements.

The important thing is not simply knowing that these laws exist.

It is understanding which ones actually matter to the transaction in front of you.

What Does an M&A Transaction Really Mean?

“M&A” stands for mergers and acquisitions, but that short expression covers many different types of transactions.

A deal might involve:

• buying all or part of a Turkish company's shares;

• acquiring selected business assets;

• purchasing a business division;

• merging two companies;

• establishing a joint venture;

• acquiring control through a combination of shares and contractual rights;

• restructuring a corporate group before an acquisition;

• or acquiring a Turkish subsidiary as part of a larger international transaction.

These structures are not interchangeable.

The legal consequences can be very different depending on whether the buyer acquires the company itself or only selected assets.

The Ministry of Trade of the Republic of Türkiye provides access to information concerning commercial companies, trade and relevant Turkish legislation, while the Turkish Commercial Code framework provides the principal statutory foundation for Turkish companies and many corporate transactions.

For foreign investors, the Invest in Türkiye platform is also a useful official source for information about investing and establishing businesses in Türkiye.

Share Purchase or Asset Purchase?

This is often one of the first major decisions in an acquisition.

Buying shares

In a share purchase, the buyer acquires an ownership interest in the target company.

The company itself generally remains in existence. Its employees, contracts, assets, licenses and liabilities therefore remain with the company, subject to the particular legal and contractual circumstances.

That continuity can be very useful.

For example, a buyer may want to preserve:

• existing customer contracts;

• regulatory licenses;

• established supplier relationships;

• intellectual property;

• employees;

• business history;

• permits and operational infrastructure.

But there is a trade-off.

The buyer is also stepping into a company with a history.

That history may contain tax issues, employment disputes, contractual problems, regulatory concerns or liabilities that are not immediately visible from the financial statements.

This is one of the main reasons why legal due diligence matters so much in a share acquisition.

Buying assets

An asset transaction takes a different approach.

Instead of buying the company, the buyer purchases specified assets, rights or business operations.

This can sometimes give the buyer greater control over what it is actually acquiring.

But asset deals can create their own legal work.

Contracts may need to be assigned. Employees may need to be dealt with under applicable employment rules. Intellectual property rights must be transferred correctly. Certain licenses or permits may not simply move with the underlying business.

So the question is not:

“Is a share purchase better than an asset purchase?”

The better question is:

“Which structure makes sense for this particular business, its liabilities and the buyer's objectives?”

Legal Due Diligence: Finding the Problems Before You Buy Them

Due diligence is often described as an investigation.

In practical terms, it is more like checking what you are actually buying before you become responsible for it.

A buyer's lawyers may review hundreds or thousands of documents, but the goal should not be to create paperwork for its own sake.

The real objective is to identify matters that could affect:

• the purchase price;

• the transaction structure;

• the ability to close;

• future operations;

• regulatory compliance;

• or the buyer's potential liability.

Corporate due diligence

The review may begin with the company's legal identity and ownership.

This can include:

• articles of association;

• shareholder records;

• share transfers;

• board resolutions;

• general assembly resolutions;

• signing authorities;

• powers of attorney;

• corporate restructuring;

• pledges or restrictions over shares.

It is important to establish that the person selling the shares actually has the authority and legal ability to sell them.

Commercial contracts

A profitable company can depend heavily on a relatively small number of contracts.

A legal review may therefore focus on:

• major customer agreements;

• supplier contracts;

• distribution arrangements;

• franchise agreements;

• financing documents;

• leases;

• technology agreements;

• licensing arrangements;

• long-term supply contracts.

Particular attention should be paid to change-of-control provisions.

A contract may give the counterparty a right to terminate, renegotiate or object if ownership of the company changes.

That can materially affect the value of the acquisition.

Litigation and disputes

No buyer wants to discover a major legal dispute after closing.

Due diligence can therefore include an examination of:

• pending lawsuits;

• threatened claims;

• enforcement proceedings;

• tax disputes;

• administrative proceedings;

• regulatory investigations;

• employment disputes;

• intellectual-property claims.

The question is not simply whether litigation exists.

It is whether the dispute could create a financial or operational problem for the buyer after completion.

Competition Law: Does the Transaction Need Approval?

Competition law can become one of the most important regulatory considerations in a sizeable acquisition.

The Turkish Competition Authority administers Türkiye's merger-control regime.

Importantly, the rules are not static.

In February 2026, the Competition Authority announced significant changes to the merger and acquisition framework. Among other changes, the relevant turnover thresholds were increased: the individual threshold rose from TRY 250 million to TRY 1 billion, the Türkiye turnover threshold from TRY 750 million to TRY 3 billion, and the worldwide turnover threshold from TRY 3 billion to TRY 9 billion.

The calculation is not necessarily as simple as looking at the target company's annual revenue.

The parties, transaction structure, relevant undertakings and applicable thresholds all need to be considered under the current rules.

The Competition Authority also updated its merger and acquisition guidance in 2026. That makes it particularly important to check the current rules at the time of the transaction, rather than relying on an old M&A checklist or a previous transaction.

For businesses operating in competitive or concentrated markets, competition-law analysis can be particularly important.

Technology Acquisitions Can Raise Different Questions

Technology businesses deserve special attention.

A start-up may have relatively modest revenue while possessing technology, data, intellectual property or market potential that makes it strategically valuable.

This is one reason competition authorities have developed specific approaches toward acquisitions involving technology undertakings.

A technology acquisition may involve:

• software;

• artificial intelligence;

• fintech;

• digital platforms;

• online marketplaces;

• data-driven businesses;

• cloud services;

• technology infrastructure.

The Competition Authority's own competition-law resources are a useful starting point for understanding the regulatory framework.

For a technology transaction, it is therefore sensible to examine competition issues early rather than assuming that a relatively low turnover automatically means that competition law is irrelevant.

Can a Foreign Investor Buy a Turkish Company?

Foreign investors can invest in Türkiye, but a cross-border acquisition still needs careful legal planning.

The official Invest in Türkiye foreign investment resources provide information about establishing businesses and investing in Türkiye.

Depending on the transaction, lawyers may need to consider:

• corporate structure;

• foreign investment rules;

• competition law;

• regulated industries;

• banking and financial regulations;

• real estate;

• employment;

• intellectual property;

• data protection;

• tax;

• currency and payment arrangements.

A foreign buyer should also remember that there are usually two legal perspectives to a cross-border transaction.

There is the law governing the Turkish target and transaction.

There may also be laws in the buyer's home jurisdiction affecting the acquisition, financing, sanctions, tax treatment, reporting or the buyer's wider corporate structure.

That is why cross-border M&A is usually best handled as a coordinated legal project rather than as a simple Turkish share transfer.

Personal Data in M&A: The Issue People Often Discover Too Late

Modern due diligence depends on information.

And much of that information can be personal data.

A virtual data room might contain:

• employee information;

• customer records;

• supplier contacts;

• identification information;

• correspondence;

• payroll information;

• contracts;

• complaint records;

• other personal or sensitive information.

The fact that information is relevant to due diligence does not automatically mean it can be shared without considering data-protection requirements.

The Personal Data Protection Authority of Türkiye (KVKK) has specific rules governing the processing and transfer of personal data.

Türkiye's rules on international data transfers changed significantly in 2024. The framework now includes mechanisms such as standard contracts and binding corporate rules as appropriate safeguards in certain circumstances.

This can matter when:

• the buyer is outside Türkiye;

• foreign advisers access the data room;

• a multinational parent company receives information;

• employee information is shared with overseas group companies;

• data is stored on servers outside Türkiye;

• post-closing systems will transfer data internationally.

The KVKK standard-contract resources provide the official templates and information concerning international transfers.

The Authority also states that standard contracts used for international transfers are subject to specific requirements, including notification within five business days after signature.

For an international acquisition, data protection should therefore be considered before the virtual data room becomes full of personal information.

Employees Are Part of the Deal Too

Businesses are not just buildings, equipment and contracts.

In many acquisitions, the people working for the company are among its most valuable assets.

Employment due diligence may examine:

• employment contracts;

• senior-management arrangements;

• salaries and benefits;

• bonuses;

• leave entitlements;

• social-security obligations;

• employment disputes;

• restrictive covenants;

• termination risks;

• employee-related liabilities.

The consequences can differ depending on whether the transaction involves shares, assets, a merger or another restructuring.

This is why employment issues should not be left until the week before closing.

A buyer who understands the workforce early can make better decisions about the purchase price, transaction structure and post-closing integration.

Intellectual Property: Make Sure the Company Owns What You Think It Owns

For some businesses, intellectual property is the real business.

A technology company may have very few physical assets but substantial value in:

• software;

• trademarks;

• patents;

• copyrights;

• domain names;

• databases;

• trade secrets;

• technical know-how.

A buyer should therefore ask a simple but important question:

Does the target actually own these rights?

For example, software may have been developed by employees, freelancers or outside developers. The existence of software does not, by itself, answer every question about ownership.

Similarly, a brand may be commercially important but inadequately protected if trademark registrations have not been properly maintained.

The Turkish Patent and Trademark Office provides official information concerning intellectual-property registrations in Türkiye.

For technology-heavy acquisitions, IP due diligence can sometimes be as important as reviewing the company's financial statements.

Tax: The Structure Can Change the Result

Tax should be considered before the transaction structure is finalized.

The relevant questions may include:

• What taxes could arise from the transaction?

• Are there historical tax liabilities?

• Are tax audits pending?

• Is the deal structured as a share sale or asset transfer?

• How is the purchase price allocated?

• Are there withholding obligations?

• Does the transaction involve foreign payments?

• Will the buyer reorganize the business after closing?

The Turkish Revenue Administration provides access to Turkish tax legislation, administrative guidance and rulings.

The tax result can depend heavily on the exact transaction structure.

That is why legal and tax advisers should ideally work together from the early stages rather than reviewing the same transaction separately after the main commercial decisions have already been made.

What Does the M&A Agreement Actually Protect?

Once due diligence is underway, the parties normally begin negotiating the definitive transaction documents.

Depending on the deal, these might include:

• share purchase agreement;

• asset purchase agreement;

• merger documents;

• shareholders' agreement;

• disclosure letter;

• escrow agreement;

• transitional services agreement;

• intellectual-property assignment;

• employment arrangements;

• confidentiality provisions.

The purchase agreement does more than record the price.

It decides who carries the risk when something goes wrong.

Representations and warranties

The seller may make contractual statements about:

• ownership;

• accounts;

• taxes;

• litigation;

• employees;

• material contracts;

• intellectual property;

• regulatory compliance;

• assets and liabilities.

The buyer will usually want appropriate contractual remedies if a material representation turns out to be inaccurate.

Indemnities

Sometimes the parties already know about a particular risk.

Perhaps there is a tax investigation.

Perhaps there is a pending lawsuit.

Perhaps an important contract contains a dispute.

Rather than pretending that the issue does not exist, the parties can negotiate a specific contractual allocation of that risk.

This is where an indemnity can become useful.

Conditions precedent

Not every transaction can close immediately after signing.

Closing may depend on:

• regulatory approval;

• third-party consent;

• corporate approvals;

• financing;

• release of security;

• completion of restructuring;

• satisfaction of agreed pre-closing obligations.

Understanding the difference between signing and closing is essential in M&A transactions.

Public Companies Follow a Different Rulebook

An acquisition involving a publicly traded company can bring an additional layer of capital-markets regulation.

The Capital Markets Board of Türkiye (SPK) regulates important aspects of the Turkish capital-markets system.

The Merger and Demerger Communiqué II-23.2, for example, establishes procedures for mergers and demergers involving publicly held companies.

Depending on the transaction, issues can include:

• public disclosure;

• shareholder rights;

• mandatory tender offers;

• minority shareholder protection;

• merger procedures;

• corporate governance;

• related-party transactions;

• squeeze-out and sell-out rights.

The SPK legislation database is useful for checking the applicable capital-markets legislation and communiqués.

This is why an acquisition involving a public company should be analyzed differently from an ordinary private-company share sale.

Sector-Specific Regulation Can Change Everything

Competition law is not the only regulatory issue.

The nature of the business itself may determine which authorities need to be involved.

Additional regulatory considerations can arise in sectors such as:

• banking;

• insurance;

• energy;

• telecommunications;

• financial services;

• pharmaceuticals;

• capital markets;

• transportation;

• broadcasting and media;

• technology.

For example, the legal issues involved in purchasing a manufacturing company can be very different from those involved in acquiring a bank, fintech business or energy company.

A useful first question is therefore:

What exactly does the target company do?

That answer can determine much of the regulatory analysis that follows.

What Happens on Closing Day?

Closing is the moment when the carefully negotiated transaction becomes reality.

Depending on the structure, the closing process may involve:

1. payment of the purchase price;

2. transfer of shares or assets;

3. delivery of corporate records;

4. appointment or resignation of directors;

5. release of security;

6. execution of powers of attorney;

7. registration of relevant changes;

8. delivery of closing certificates;

9. completion of agreed pre-closing actions;

10. implementation of post-closing arrangements.

A detailed closing checklist can make a surprisingly big difference.

A transaction may have been negotiated perfectly, yet closing can still be delayed because of one missing signature, document, corporate approval or registration.

Good transaction planning means identifying those requirements before closing day.

The Deal Does Not Really End at Closing

One of the easiest mistakes is to treat closing as the finish line.

For the buyer, it is often the beginning of another phase.

After completion, the buyer may need to:

• update authorized signatories;

• change corporate governance arrangements;

• integrate employees;

• notify customers or suppliers;

• integrate IT systems;

• review data-protection arrangements;

• update licenses and registrations;

• restructure the corporate group;

• consolidate financial reporting;

• implement new compliance procedures.

This is especially important in international acquisitions.

A foreign buyer may successfully acquire a Turkish company but then face practical difficulties integrating that company into its international group.

Good M&A planning therefore asks not only:

“Can we close this deal?”

but also:

“What will the business look like six months after closing?”

Five Common M&A Mistakes

1. Leaving due diligence too late

If significant legal problems are discovered only after the purchase agreement is nearly finalized, the buyer has fewer options.

Early diligence gives the parties more room to negotiate the price, structure or contractual protections.

2. Looking at every problem in the same way

Not every legal issue deserves the same level of attention.

The real purpose of due diligence is to identify the risks that could actually affect the transaction.

3. Forgetting change-of-control provisions

A company may depend on a few critical contracts.

If those contracts can be terminated after a change of ownership, the buyer needs to know that before signing.

4. Treating data-room information as freely transferable

Personal data does not become exempt from privacy rules simply because it has been uploaded to an M&A data room.

5. Planning only for closing

A transaction can close successfully and still fail to deliver the expected commercial value if post-closing integration is poorly managed.

How Can Buyers and Sellers Make the Process Smoother?

There is no single formula for a successful acquisition.

But a practical process usually begins with a few straightforward questions.

Step 1: Be clear about the commercial objective

What is actually being purchased?

Is the buyer interested in the company, its technology, its customers, its licenses, its workforce, its intellectual property or its market position?

Step 2: Choose the structure carefully

The choice between shares, assets, merger or another structure can affect almost everything that follows.

Step 3: Identify regulatory issues early

Competition law, capital-markets regulation, sector-specific licensing and foreign investment considerations should not be left until the end.

Step 4: Focus due diligence on material risks

A good legal review is not simply a long list of documents.

It should help the buyer understand what could go wrong and how much it matters.

Step 5: Put risk allocation into the contract

Known risks should be addressed through appropriate warranties, indemnities, conditions precedent, limitations and other contractual mechanisms.

Step 6: Prepare for closing early

The closing process should be mapped out well before the scheduled completion date.

Step 7: Think beyond the transaction

A transaction is successful only if the business continues to work after ownership changes.

When Should You Involve an M&A Lawyer in Türkiye?

Ideally, before the deal becomes complicated.

A Mergers & Acquisitions Lawyer in Istanbul, Turkey can help with transaction structuring, legal due diligence, corporate documentation, regulatory analysis, negotiations and closing.

For an international buyer, involving Turkish counsel early can also reveal issues that may not be obvious from a financial model or term sheet prepared abroad.

The earlier a problem is identified, the more ways there usually are to solve it.

The Best Deal Is Not Always the Fastest Deal

A successful acquisition is not simply one where the buyer obtains the shares and the seller receives the money.

A genuinely successful transaction is one where both sides understand what they are agreeing to, important risks have been identified, regulatory requirements have been addressed, contractual protections are clear and the business can continue operating after completion.

That is why M&A law in Türkiye sits at the intersection of several areas of legal practice.

A single acquisition may involve corporate law, contracts, competition law, employment law, tax, intellectual property, personal-data protection, real estate and sector-specific regulation.

The strongest transaction documents are not necessarily the longest.

They are the ones that answer the difficult questions before those questions become expensive problems.

Official Resources for Further Research

If you are researching a proposed acquisition or merger in Türkiye, these official resources can provide useful primary information:

• Turkish Commercial Code and Turkish legislation — legislation and regulations relevant to Turkish companies and commercial transactions.

• Ministry of Trade of the Republic of Türkiye — commercial companies, trade and business-related government resources.

• Invest in Türkiye — foreign investment and establishing a business in Türkiye.

• Turkish Competition Authority — merger control, competition legislation and Competition Board decisions.

• Capital Markets Board of Türkiye — capital-markets legislation and public-company regulation.

• Personal Data Protection Authority — Turkish personal-data protection rules and international transfer requirements.

• Turkish Revenue Administration — Turkish tax legislation, rulings and administrative guidance.

• Turkish Patent and Trademark Office — trademarks, patents and other intellectual-property resources.

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