📌 What to Know First
Foreign entities can generally acquire Turkish companies freely, without a government permit, though some regulated sectors and larger deals add approvals. Most private deals are share purchases, which usually need fewer steps than asset sales. The key checkpoints are due diligence, the share purchase agreement, formal transfer, merger control and E-TUYS reporting.
1. Share Deal or Asset Deal?
In a share deal you buy the company with its history: contracts, licences, employees, but also hidden liabilities. In an asset deal you pick the assets and liabilities you want, but each contract, licence and employee usually has to be transferred separately. In Turkey the share sale is the common structure and is often simpler procedurally and tax-wise, so the real work moves into due diligence and contract protection.
2. Due Diligence: What to Check
- Corporate structure, ownership and the share ledger
- Contracts, leases, licences and permits
- Financial records, tax position and open audits
- Employment and social security compliance
- Intellectual property and data protection (including personal data compliance, in Turkish)
- Litigation, liens and guarantees over shares or assets
A price is only meaningful after valuation. Our valuation guide explains the main methods, and the Turkish due diligence article goes deeper.
3. The Share Purchase Agreement
The SPA sets the price and payment mechanics, representations and warranties, indemnities and closing conditions. Findings from due diligence should turn into price adjustments, specific indemnities or conditions precedent rather than sit in a report.
4. Completing the Transfer (Limited Company)
For a limited company, the transfer is valid only when the agreement is in writing and notarised, the general assembly approves it (unless the articles provide otherwise) and the transfer is recorded in the share ledger. The parties then apply to the trade registry with the notarised agreement, the notarised general assembly resolution and the share ledger page, and the change is published in the Trade Registry Gazette. Joint stock company shares follow different formalities, so check the articles of association and the share type.
5. Competition Authority Approval
Turkey's merger control rules changed on February 11, 2026 (Communiqué No. 2026/2, Official Gazette No. 33165). A transaction needs Competition Board approval when either of these tests is met:
| Test | Threshold |
|---|---|
| Combined Turkish turnover of the parties, and each of at least two parties | Above TRY 3 billion combined, and above TRY 1 billion for each of two parties |
| One party's Turkish turnover, and another party's worldwide turnover | Above TRY 1 billion Turkish turnover and above TRY 9 billion worldwide turnover |
| Technology undertakings in Turkey (software, digital platforms, fintech, biotech, health technologies and similar) | The TRY 1 billion Turkish turnover threshold is lowered to TRY 250 million |
Small targets are often below the thresholds, but technology targets can be caught with a much lower turnover. Closing before approval when it is required is a breach, so check this at the start.
6. After Closing
- Report the share acquisition (at least 10% ownership or voting rights) through E-TUYS within one month (obligations checklist).
- Update work permits and management appointments.
- Share transfers are exempt from VAT. The income or corporate tax treatment of the seller's gain depends on the seller's status, holding period and any tax treaty, so tax planning belongs before signing.
7. Frequently Asked Questions
Can a foreigner buy a company in Turkey?
Generally yes. Foreign investors can acquire interests in Turkish companies freely, with some sector-specific licences and approvals.
Is a share purchase better than an asset purchase in Turkey?
A share purchase is the most common structure and usually needs fewer procedural steps, but you inherit the company's liabilities, so due diligence and contract protections matter more.
When is Competition Authority approval needed?
Since February 11, 2026, when the parties' combined Turkish turnover exceeds TRY 3 billion and at least two parties each exceed TRY 1 billion, or when one party exceeds TRY 1 billion in Turkey and another exceeds TRY 9 billion worldwide. For technology undertakings in Turkey the TRY 1 billion threshold is TRY 250 million.
How is a limited company share transfer completed?
A written, notarised agreement, general assembly approval unless the articles say otherwise, an entry in the share ledger, then a trade registry application and publication in the Gazette.
What must a foreign buyer report after acquiring shares?
Acquisitions that give at least 10% ownership or voting rights are reported through E-TUYS within one month.
Conclusion
A Turkish acquisition succeeds or fails before signing: valuation, due diligence, the SPA protections and a check on merger control. The formalities afterwards are routine if the structure was planned.
Koray Akdağ / Sistem Global Danışmanlık can support the valuation, due diligence coordination and post-closing compliance for your acquisition. Get in touch.
General information as of October 2026, not legal or tax advice. Confirm current rules with the relevant authority before acting.