Buying a Marina Business in Turkey: Legal Considerations for Foreign Investors

Buying a Marina Business in Turkey: Legal Considerations for Foreign Investors

19.09.2026

Buying a Marina Business in Turkey: Legal Structure and Acquisition Options

Foreign investors can generally invest in Turkish companies and acquire shares, subject to the applicable Turkish legal and regulatory framework. For a marina transaction, however, the first question is not simply whether the investor can acquire the company. It is what legal rights and assets support the business.

A marina business may involve a Turkish company, real estate, leases, usage rights, coastal-facility rights, equipment, commercial contracts and operating permissions. These elements may have different legal owners and may be governed by different transfer procedures. Consulting an experienced yacht and maritime lawyer in Turkey is crucial at this preliminary stage to assess how each of these composite rights should be structured.

A share acquisition and an asset acquisition should therefore be distinguished from the beginning. In a share acquisition, the investor acquires shares in the existing Turkish company. The company itself remains the legal holder of its assets, contracts and rights.

An asset acquisition operates differently. The parties identify the assets and rights to be transferred, and each transfer must comply with the applicable legal requirements. Certain rights may also require consent, registration or a separate regulatory procedure.

This distinction is particularly important for a marina because the operating company may not own the underlying coastal area. Its legal position may instead derive from a lease, usage permission, easement, title, operating-right transfer, temporary or definitive transfer, or preliminary permission.

The Turkish coastal-facility regulation defines the relevant right-holder status by reference to documents establishing possession and use of the facility. It expressly includes yacht marinas within the commercial coastal facilities covered by the regime.

Accordingly, the transaction should establish the precise legal basis on which the marina operates before the acquisition structure is finalised. The buyer should not assume that ownership of the operating company and ownership or control of the underlying facility are legally identical. Working with multidisciplinary legal advisors at Gokalp Legal ensures that both corporate and coastal-facility aspects are thoroughly reconciled.

Legal Due Diligence for a Marina or Yachting Business

Legal due diligence should begin with the target company's corporate position. The review should cover its articles of association, shareholders, management structure, trade registry records, shareholding history, registered activities and material corporate decisions.

MERSİS is the Ministry of Trade's central system for company and commercial enterprise registration, changes and related trade registry processes. The company's MERSİS and Trade Registry records should therefore be reconciled with the documents supplied by the seller.

The review should also identify existing liabilities. These may include contractual obligations, litigation, employment claims, tax matters, social security liabilities and security interests over company assets.

This is particularly relevant to a share acquisition. The company remains the same legal entity after its shares are transferred, so the buyer should assess historical liabilities rather than treating the transaction as a purchase of an entirely new business.

Property due diligence requires a separate analysis. Where the target owns real estate, the relevant Land Registry records should be reviewed for ownership, mortgages, liens, annotations and other restrictions affecting the property.

Under Turkish law, ownership of real estate is acquired through registration at the Land Registry. Preliminary agreements do not themselves transfer ownership of the property.

Where the marina operates from leased property, the lease should be reviewed for its duration, renewal rights, permitted use, assignment restrictions, termination provisions and any requirement for the landlord's consent.

A Turkish company with foreign capital may acquire real estate and limited rights in rem for activities stated in its articles of association, subject to the applicable procedure. Current official guidance states that companies fall within the relevant foreign-capital category where foreign investors hold at least 50% of the shares or have the right to appoint or dismiss the majority of the board.

This rule should not, however, be treated as giving a foreign-capital company unrestricted rights over every type of marina-related property. Coastal areas and facilities may involve separate public-law rights and regulatory arrangements.

Commercial contracts should also form part of the due diligence. A marina or yacht business may depend on berth agreements, maintenance arrangements, supplier contracts, insurance policies, financing arrangements, management agreements and other continuing relationships.

The buyer should identify provisions dealing with assignment, change of control, termination and third-party consent. Contracts that are essential to continued operation deserve particular attention before completion.

Employment matters should also be reviewed under the applicable Turkish employment framework. Existing employees, accrued obligations, disputes and potential liabilities should be identified as part of the acquisition review.

Maritime, Property and Regulatory Compliance

A marina is not simply a commercial property. It is a coastal facility subject to a specific operating-permit regime. The Kıyı Tesisi İşletme İzni ve Kıyı Tesisi İşletmecileri Hakkında Yönetmelik expressly includes yacht marinas among the commercial coastal facilities within its scope.

The operating permit concerns the suitability of the coastal facility for activities including the berthing and departure of vessels and other marine vehicles, their accommodation and other specified operations, with regard to navigation, life, property and environmental safety.

For a marina investment Turkey transaction, the buyer should therefore establish who holds the relevant right to the facility, which activities are covered and whether the existing operating permission remains appropriate for the intended business.

The operating permit should be reviewed together with the document establishing the underlying right to the facility. The regulation expressly recognises different legal bases, including usage permissions, easements, leases, title, operating-right transfers and other forms of transfer or preliminary permission.

This is also where the distinction between a share acquisition and a transfer of the coastal-facility right becomes important. A share acquisition does not, by itself, transfer the company's assets to a different legal entity. The company remains the holder of its existing rights.

By contrast, where the underlying coastal-facility right itself is transferred or the entire facility is leased, the regulatory procedure applicable to the new operator must be examined. The regulation provides specific requirements concerning applications for a coastal-facility operating permit following such transactions.

The buyer should therefore establish before closing whether the proposed transaction changes the legal holder of the relevant coastal-facility right or only changes the shareholders of the existing operator. The answer may affect the regulatory steps required.

The operating permit should also not be treated as replacing other permissions. The coastal-facility framework operates alongside other applicable Turkish legislation, meaning that planning, construction, environmental, maritime safety and other requirements may need to be considered according to the facility and its activities.

The scope of the existing permission should also be compared with the buyer's intended business model. A buyer planning additional services, physical expansion or a material change in operations should establish whether further approvals or amendments are required.

For a yacht business acquisition, the same principle applies. The commercial description of a business does not by itself establish the full regulatory scope of its activities. The legal review should examine what the company actually does and which permissions support those activities.

The regulatory position is therefore a central part of any maritime business Turkey transaction. The objective is not simply to confirm that a marina currently operates, but to establish the legal basis on which it operates and whether that basis supports the intended ownership and business structure after completion.

Transaction Completion and Post-Acquisition Obligations

The acquisition agreement should reflect the results of the legal due diligence. For a share transaction, the documentation should address the shares being transferred, consideration, completion conditions, seller warranties, indemnities and the transfer of management or control.

For an asset transaction, the agreement should identify precisely which assets and rights are included. Separate procedures may be required for real estate, contractual rights, movable assets and regulatory matters.

Conditions precedent can be particularly important where completion depends on third-party consent, regulatory procedures, landlord approval or another action outside the buyer's control.

The agreement should also distinguish between matters that must be completed before closing and obligations that can continue afterwards. This is particularly important where a regulatory application or registration has a defined statutory procedure or deadline.

Where the transaction involves a transfer of the underlying coastal-facility right rather than merely a change in shareholders, the parties should specifically determine responsibility for the required operating-permit process. The applicable coastal-facility regulation should be reviewed against the precise transaction documents before signing.

The buyer should also verify the continuing validity of the underlying right to use or operate the facility. The operating permission should be considered together with the document supporting the facility's legal status rather than reviewed in isolation.

Following completion, corporate records and applicable Trade Registry matters should be updated. MERSİS provides the electronic infrastructure through which company registration and changes are processed and recorded within the Turkish Trade Registry system.

Post-acquisition compliance should then be reviewed against the actual operation of the business. The buyer should confirm that the marina continues to operate within the scope of its permissions and that relevant technical, safety and environmental requirements are being observed.

Where the Turkish company has foreign capital and intends to acquire additional real estate, the applicable rules should be assessed before the acquisition is completed. Current official guidance confirms that foreign-capital Turkish companies may acquire real estate and limited rights in rem for activities stated in their articles, subject to the prescribed procedure.

The same analysis applies if the investor intends to expand the business after completion. Existing permissions should not automatically be assumed to cover materially different activities or additional infrastructure.

A properly structured acquisition therefore requires more than transferring shares or assets. The buyer should establish the legal basis for the marina's operation, verify the relevant property and coastal-facility rights, assess existing liabilities and ensure that the intended post-acquisition activities comply with Turkish law.

For foreign investors considering a yacht business acquisition, this approach provides a practical legal framework for separating corporate ownership from the property and regulatory rights on which the business depends.

FAQ

Can a foreign investor buy and operate a marina business in Turkey?

Foreign investors can generally invest in Turkish companies and acquire shares, subject to the applicable Turkish legal framework. The marina's property, coastal-facility rights and operating permissions should be reviewed separately.

Should a foreign investor acquire the shares or the assets of a marina business?

There is no single structure suitable for every transaction. A share acquisition preserves the existing company, while an asset acquisition requires the relevant assets and rights to be transferred separately. The appropriate structure depends on the due diligence findings.

What legal due diligence is required before acquiring a yacht business in Turkey?

The review should cover corporate records, property and usage rights, coastal-facility permissions, material contracts, liabilities, employment matters and regulatory compliance. The buyer should also establish whether the intended post-acquisition activities are covered by the existing legal framework.

Summary

Buying a marina business in Turkey requires coordinated due diligence covering the target company, property or usage rights, coastal-facility status, operating permissions, contracts and liabilities. Foreign investment in Turkish companies is generally permitted, but ownership of the company does not by itself resolve every issue concerning the underlying marina facility. The acquisition should therefore establish the legal basis for continued operation and address any required regulatory procedures before and after completion.

For professional legal assistance with buying a marina or yacht business in Turkey, contact Gokalp Legal.

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