Buying a Company in Türkiye: Share Purchase, Due Diligence and Closing (2026)
Tercan Legal — Turkish corporate lawyers for foreign investors, Istanbul, since 2011
Author: Av. Mithat Tercan · Istanbul Bar Association No. 1, Reg. No. 45421 · Verify at the official Bar roster: istanbulbarosu.org.tr/levha
Buying an existing Turkish company gets you licences, staff, customers and revenue from day one. It also gets you the company’s entire past — unpaid tax, social security (SGK) debts, lawsuits, hidden guarantees — because in a share deal the legal entity does not change, only its owner does. Everything on this page exists to make sure you buy the business, not its skeletons. Tercan Legal has run these files for foreign buyers since 2011.
The Deal, Step by Step
- NDA + Letter of Intent. Fix the price logic, exclusivity period and who pays for what before anyone spends money.
- Due diligence. 2–4 weeks for a typical SME. We review everything in the checklist below and give you a written red-flag report with a clear recommendation: proceed, renegotiate, or walk.
- Share Purchase Agreement (SPA). Price and adjustment mechanism, seller warranties, indemnities for pre-closing liabilities, and — non-negotiable with unfamiliar sellers — an escrow or holdback so the warranties have money behind them.
- Clearances. Competition Board approval where turnover thresholds are met (filing fee: 0.04% of transaction value). Sector regulators where relevant: banking (BDDK), energy, insurance, media. Closing before clearance can unwind the deal and trigger fines.
- Closing. Ltd. Şti.: notarised transfer deed + entry in the share ledger + trade registry filing. A.Ş.: share certificate endorsement + board approval where required. Payment moves against these formalities, not against promises.
- Day one after closing. New signature circulars, bank mandate changes, management appointments, notification of key counterparties. We hand you a company you actually control.
Due Diligence — What We Actually Check
| Area | What we look for |
|---|---|
| Corporate | Trade registry records, articles, share ledger — does the seller actually own what they are selling, free of pledges? |
| Tax | Last 3–5 years of returns, ongoing audits, restructured debts. Tax debts survive closing and become yours. |
| SGK / employment | Registered vs actual headcount, unpaid premiums, severance exposure, pending labour claims |
| Litigation & enforcement | Court files and enforcement (icra) searches — including cases the seller ‘forgot’ |
| Licences & permits | Are the licences valid, transferable, and actually held by this entity? |
| Real estate & assets | Title deeds, mortgages, liens; machinery pledge registry search |
| Contracts | Top customer/supplier/bank agreements — change-of-control clauses that let counterparties walk when ownership changes |
| IP | Trademarks and domains registered to the company, not to the founder personally (surprisingly common) |
📋 What we ask the seller to produce
☐ Tax returns and tax office debt statement (borcu yoktur)
☐ SGK debt statement and employee list
☐ Litigation and enforcement file list
☐ Licence and permit inventory
☐ Title deeds, lease agreements, asset list
☐ Top-10 customer, supplier and bank contracts
☐ Financial statements, last 3 years
Red Flags That Change the Price — or Kill the Deal
- Seller resists escrow or time-limited warranties — they know something.
- Tax or SGK debt statements ‘take time to obtain’ — they take one day.
- Key licences held personally by the founder, not the company.
- Revenue concentrated in one customer whose contract dies on change of control.
- Share ledger missing or unsigned — for an Ltd. Şti. this can poison the chain of title itself.
Asset Deal — the Alternative Worth Asking About
Sometimes the answer is not to buy the shares at all, but to buy the assets — machinery, inventory, brand, customer contracts — into a clean new company you establish. You leave the old entity’s debts behind (with important exceptions for business-transfer liability that we structure around). More paperwork, less inherited risk. We model both routes and show you the tax difference before you choose.
Frequently Asked Questions
Can a foreigner buy 100% of a Turkish company?
Yes — same rules as establishing one. Sector approvals apply only in regulated fields like banking, energy, insurance and media.
How long does buying a company in Turkey take?
A clean SME deal: 6–10 weeks from LOI to closing, driven mostly by due diligence and, where required, Competition Board clearance.
Do the company’s debts pass to me?
In a share deal, yes — all of them, known and unknown. That is what due diligence, warranties, indemnities and escrow are for.
Do I need to be in Türkiye for the closing?
No. With a power of attorney we sign at the notary, update the registry and complete the bank changes for you.
Is the 0.04% Competition Board fee always payable?
Only for deals above the notification thresholds. We confirm whether your deal must be filed as part of due diligence — missing a required filing is far more expensive than the fee.
Related Guides (Internal Links)
- Investing in Türkiye: Steps, Documents and Costs — Main Guide
- Company Establishment in Türkiye: LLC vs Joint Stock
- Joint Ventures in Türkiye: Structuring with a Local Partner
- Türkiye Tax Guide for Foreign Investors
One POA. One Team. Done.
Send us the target’s name and a one-paragraph description of the deal. Within 48 hours you get our due diligence scope, the timeline and a fixed fee — in writing.
📩 info@tercanlegal.com · 🌐 www.tercanlegal.com · 📍 Istanbul, Türkiye
Legal Disclaimer: This guide is provided for general information purposes only and does not constitute legal advice. Turkish legislation, thresholds and official fees change frequently; figures cited reflect the position at the date of publication and should be verified for your specific transaction. No attorney–client relationship is created by reading this material. For advice on your particular situation, please contact Tercan Legal directly. © 2026 Tercan Legal. All rights reserved.
