Buying a Company in Turkey: Legal Steps for Foreign Investors

Buying a Company in Turkey: Legal Steps for Foreign Investors

19.09.2026

Buying a Company in Turkey: Acquisition Structure and Legal Framework

Buying a company in Turkey can take different legal forms, depending on the business, its ownership structure and the transaction objectives. For a foreign investor, an important initial distinction is between acquiring shares in an existing company and acquiring selected business assets.

A share acquisition involves purchasing an ownership interest in the existing Turkish company. The company itself remains the same legal entity, while ownership of the transferred shares passes to the purchaser.

An asset acquisition has a different legal effect. Rather than acquiring the company itself, the purchaser acquires specified assets, rights or parts of the business. The legal and contractual position of each transferred asset should therefore be examined separately.

Where an investor acquires shares in an established Turkish company, the existing company continues with its rights and obligations. The transaction should therefore be assessed by reference to the company's wider legal and commercial position, not only its visible assets.

Turkish capital companies are principally governed by the Turkish Commercial Code. The Ministry of Trade identifies joint stock companies and limited liability companies among the principal capital company forms within the Turkish commercial framework.

The target company's legal form is therefore an important starting point. The rules governing a share transfer in a limited liability company are not identical to those applicable to a joint stock company. Retaining an experienced corporate and commercial lawyer in Turkey ensures that the statutory transfer requirements and corporate restrictions applicable to each company type are properly identified from the outset.

The company's articles of association should also be reviewed before the transaction is structured. Depending on the company type and relevant provisions, its constitutional documents may affect how the proposed acquisition is implemented.

MERSİS and the Trade Registry form important parts of the Turkish corporate registration framework. MERSİS supports company registration and changes, while matters requiring registration and announcement are handled within the Trade Registry system.

The acquisition structure should therefore be established before the transaction documents are finalised. This allows the due diligence, contractual protections and completion process to reflect the legal form of the target company. Working alongside the dedicated team at Gokalp Legal allows foreign investors to align their commercial strategy with Turkish corporate compliance seamlessly.

Legal Due Diligence Before Buying a Turkish Company

Legal due diligence is an important stage before acquiring an existing Turkish company. Its purpose is to establish the company's legal position and identify matters that may affect the proposed transaction or its position after completion.

The scope of the review should reflect the target company's legal form, activities and particular circumstances. A regulated business may require closer examination of its licences and approvals, while a company with significant contractual or intellectual property interests may require broader review.

The company's corporate records should form part of the initial review. This includes its articles of association, shareholder structure, management arrangements and relevant Trade Registry records. Information should be checked for consistency with documents supplied by the seller.

The purchaser should establish that the seller is entitled to transfer the shares being acquired. The ownership position should be verified against the company's corporate records and relevant registered information, with inconsistencies investigated before completion.

The company's corporate history may also be relevant. Previous changes to shareholders, management, capital structure or registered information can identify matters requiring further investigation before the acquisition proceeds.

Material contracts should then be reviewed according to their importance to the business. These may include leases, financing arrangements, supply agreements, distribution agreements, licences and other contracts on which operations materially depend.

Particular attention should be given to provisions concerning termination, consent requirements, transfer restrictions, security interests or changes affecting the contracting parties. Whether a provision affects the acquisition should be determined from the relevant contract and transaction circumstances.

Existing and potential disputes should also be considered. The review may include litigation, enforcement proceedings and other material claims where these could create liabilities or affect the continued operation of the business.

The company's regulatory position should be assessed in light of its activities. Where operations depend on licences, permits or other approvals, their status should be established and any ownership-related issues identified.

Employment matters may form part of the review where the workforce or employment obligations are material. Relevant agreements, outstanding obligations and known disputes should be considered where they may create liabilities for the company.

Intellectual property should also be reviewed where it forms an important part of the business. The purchaser should establish whether relevant trademarks, software, domain names and other rights are owned or used by the company and properly documented.

The findings should ultimately be considered alongside the proposed acquisition agreement. Material risks may affect the transaction structure, contractual protections, conditions to completion or the decision to proceed.

For a foreign investor, this process also provides an opportunity to verify information supplied by the seller against corporate records. MERSİS supports company registration and changes, while Trade Registry records provide the registered corporate information relevant to the company.

Due diligence should therefore be completed before the transaction is treated as ready for completion. The objective is not simply to collect documents, but to understand the target company's legal position and identify matters requiring protection or further investigation.

Share Transfer and Turkish Trade Registry Requirements

Once the acquisition structure and due diligence have been addressed, the share transfer must be carried out according to the rules applicable to the target company's legal form. The procedure is not identical for joint stock and limited liability companies.

For a joint stock company, Turkish company law generally does not impose the same Trade Registry registration and announcement requirements for share transfers that apply to limited liability companies. The precise transfer formalities depend on the type of shares and the circumstances of the transaction.

The relevant share records and transfer documentation should therefore be reviewed together. Any restrictions or exceptional circumstances affecting the transfer should be identified before completion.

A limited liability company is subject to a more formal transfer process. Ministry of Trade guidance identifies the share-transfer agreement, its notarisation and, unless otherwise provided in the company agreement, approval of the transfer by the general assembly. Registration and announcement of the transfer are also included in the prescribed process.

The company's articles of association should therefore be reviewed before the transfer documents are prepared. Their provisions may be relevant when determining whether additional approval or other steps are required.

The parties should also establish who has authority to sign the relevant transaction and corporate documents. That authority should be verified from the company's current corporate records before completion.

MERSİS provides the electronic infrastructure supporting company registration and changes. The Ministry of Trade states that company registration, amendment and deregistration procedures are conducted through MERSİS, with information requiring registration and announcement maintained within the Trade Registry framework.

The completion process should consequently identify which matters require registration and which are implemented through the relevant transfer documentation. This distinction is particularly important when preparing the completion documents for a foreign investor.

Where the acquisition also involves changes to directors, managers or authorised representatives, those changes should be assessed separately. A share acquisition does not automatically mean that the company's management structure changes.

The acquisition agreement should reflect the applicable transfer requirements and identify the documents and corporate actions required for completion. Any conditions precedent should be satisfied before the parties treat the transaction as complete.

Post-Acquisition Corporate Compliance in Turkey

Completion of a company acquisition does not remove the need to maintain accurate corporate records and registered information. After the transfer, the new shareholder should review the company's position and identify any corporate changes arising from the transaction.

The company's internal records should accurately reflect the new ownership position. Relevant shareholder records and corporate documents should correspond with the completed share transfer and the ownership interests acquired.

Any changes to management or authorised representation should be considered separately. Where such changes are made, the appropriate corporate decision and registration process should be followed according to the company's legal form and the nature of the change.

MERSİS supports the electronic processing of company registration and changes. The Ministry of Trade confirms that matters requiring registration and announcement are maintained through the Trade Registry framework.

The Trade Registry position should therefore be reviewed after completion. Where the acquisition is accompanied by a registrable corporate change, the relevant filing and announcement requirements should be addressed through the applicable procedure.

The company's articles of association should also be reviewed following completion. Changes to the shareholder structure, management arrangements or other corporate particulars may require corresponding corporate action where the applicable requirements are engaged.

Existing licences, permits and regulatory authorisations should be reviewed where they are material to the company's activities. Whether an ownership or management change affects a particular authorisation depends on the applicable sectoral rules.

Material contractual obligations should also continue to be monitored after completion. Agreements identified during due diligence may contain continuing obligations, notification requirements or other provisions that remain relevant after the change in ownership.

Corporate records should continue to be maintained accurately. Decisions of the competent corporate bodies, registered changes and relevant transaction documents should be retained in accordance with the requirements applicable to the company.

For a foreign investor, responsibility for continuing corporate administration should also be established after completion. This may involve the company's management, authorised representatives, advisers or other persons responsible for maintaining its corporate position.

Post-acquisition compliance is therefore not limited to recording the change in ownership. It also requires the company to maintain consistency between its internal records, registered information and actual corporate structure.

FAQ

Can a foreign investor buy an existing company in Turkey?

Yes. Foreign investors may acquire interests in Turkish companies, subject to the applicable company-specific transfer rules and any relevant regulatory requirements. The transaction should be structured according to the target company's legal form.

What should I check before buying a Turkish company?

The review should cover corporate records, ownership, material contracts, liabilities, disputes, regulatory matters and other issues relevant to the target's activities. The findings should then inform the acquisition documents and completion arrangements.

Does buying a Turkish company require Trade Registry registration?

It depends on the transaction and the company's legal form. Limited liability company share transfers are subject to specific Trade Registry procedures, while joint stock company share transfers generally follow a different regime. Separate corporate changes should also be assessed individually.

Summary

Buying a company in Turkey requires consideration of the acquisition structure, the target company's existing legal position and the transfer formalities applicable to its legal form. Due diligence should identify corporate, contractual, regulatory and other legal matters before completion. The share transfer and any resulting corporate changes should then be properly implemented and recorded. Continuing corporate compliance remains relevant after the foreign investor becomes the shareholder.

For professional legal assistance with your property, company or residence process in Turkey, contact Gokalp Legal.

This article provides general information and does not constitute legal advice.