Buying a Business in Turkey (Türkiye): Share Deal or Asset Deal
When you buy a business in Turkey you choose between two structures. In a share deal you buy the company itself, and its entire history travels with it: tax exposure, employment record, pending litigation, guarantees signed years ago by someone you have never met. In an asset deal you buy selected assets or a business line, and most — though not all — of that history stays behind. Which structure is safe depends almost entirely on what due diligence finds. The company type matters too. Transferring shares in a limited şirket is a notarised, approval-driven process, while shares in an anonim şirket can move with far less ceremony, and that difference alone often sets the shape and timetable of the deal. Acquiring a Turkish company as a foreign buyer runs down one of those two routes. This guide walks you through both: what transfers automatically, what needs consent, when competition clearance is required, and how the whole thing is handled by power of attorney without you flying to Istanbul.
Share deal or asset deal: what are you actually buying?
A share deal means you acquire the shares in the Turkish company. The legal entity does not change — only its owners do. Its tax number, contracts, licences, employees, bank accounts, court files and debts stay exactly where they are. You step into a moving vehicle without stopping it.
An asset deal means you acquire defined things: machinery, stock, a lease, a brand, customer lists, sometimes an entire business line. The seller's company survives, and in principle its history stays behind with it.
That is broadly true in Türkiye, but two rules soften the clean edge of the asset route. Under the Turkish Code of Obligations (TBKTBKTurkish Code of Obligations No. 6098The statute behind almost every private agreement in Türkiye — contracts, liability for harm, lease, employment, agency and unjust enrichment.Glossary → 6098), a buyer who takes over a business or a body of assets together with its liabilities becomes liable for the debts attached to it once creditors are notified or the transfer is announced — for a commercial enterprise, in the Trade Registry Gazette — and the seller stays jointly liable alongside the buyer for a period afterwards. Under the Labour Law (4857), employees do not stay behind: they move with the workplace.
Which of these is your situation?
How do you actually execute each structure under TTK 6102?
The Turkish Commercial Code (TTKTTKTurkish Commercial Code No. 6102The statute that governs merchants, companies, commercial paper, insurance and carriage — the framework a foreign business actually operates inside.Glossary → 6102) treats the two main company forms very differently, and for a foreign acquirer that is usually the biggest driver of timetable.
Limited şirket (LTD). A share transfer needs a written transfer agreement with the signatures certified before a Turkish notary. It then needs approval of the general assembly of shareholders, unless the articles of association provide otherwise — and, again unless the articles provide otherwise, approval can be refused. If the general assembly does not reject the request within the statutory window, approval is treated as given. The transfer is then entered in the share ledger and notified for registration with the trade registry. Three separate gates, each of which can slip.
Anonim şirket (A.Ş.). Transfer is markedly lighter. Where registered (nama yazılı) share certificates have been printed, transfer is by endorsement and delivery of the certificate; entry in the share ledger is what lets the new holder exercise shareholder rights against the company. Bearer (hamiline yazılı) shares transfer by delivery of possession, but the transfer takes effect against the company and third parties only once the acquirer has also notified the Central Registry Agency (MKK); until that notification the holder cannot exercise the rights attached to the shares. Where no certificates have been issued, the shares move under general assignment rules. The articles can still impose transfer restrictions, so read them before anything is signed.
The asset route. TTK 6102 allows a commercial enterprise to be transferred as a whole under a written agreement registered with the trade registry, which spares you moving every item one by one. Even so, anything sitting in its own register — real estate, vehicles, trade marks, patents — still has to be transferred through that register, with its own forms, fees and timing. Cross-check the structure against our guide to establishing a business in Türkiye, because sometimes the cleanest answer is to incorporate a fresh vehicle and buy the assets into it.
Share deal vs asset deal in Turkey: side-by-side
| Issue | Share deal | Asset deal |
|---|---|---|
| Liability | You inherit everything, including tax exposure, contingent debts and claims diligence missed | Narrower, but where the business is taken over with its liabilities the debts follow, with the seller jointly liable for a limited period |
| Formalities | LTD: notary, general assembly approval, ledger, registry. A.Ş.: endorsement and delivery, ledger entry, MKK notification for bearer shares | Transfer agreement plus registry-by-registry transfers for property, vehicles and IP |
| Employees | Stay where they are — the employer entity is unchanged | Transfer by operation of law where a workplace or part of a workplace changes hands, with accrued rights and seniority intact |
| Contracts & permits | Usually continue, subject to change-of-control clauses | Assignment normally needs counterparty consent; many licences are personal to the holder |
| Taxes & costs | Generally lighter transactional cost | Can attract transaction taxes and registry charges, particularly on real estate — see corporate tax in Türkiye; rates must be checked at the time |
| Timetable | Fast for an A.Ş.; slower for an LTD because of the approval step | Longer — consents, registries and notifications drive the clock |
| Typical use | Licensed businesses, contract-heavy operations, clean diligence | Distressed sellers, carve-outs of one product line, ugly diligence findings |
What happens to the employees?
This surprises foreign buyers more than anything else. Under Labour Law 4857, when a workplace or part of a workplace changes hands, the existing employment contracts pass to the new employer as they are. Nobody has to sign anything. Seniority is preserved, so an employee with eleven years of service arrives with eleven years behind them, not a fresh start. Working conditions carry over, and the transfer itself is not, on its own, a lawful ground to dismiss anyone.
The transferring employer remains jointly liable with the buyer for employee debts that had arisen and fallen due before the transfer, and for the seller that liability is limited to two years from the transfer date. Severance is treated differently: seniority runs continuously across the transfer, so the buyer must compute severance over the employee's whole service, while the seller's exposure is measured by the wage and the service period at the transfer date rather than by the two-year rule.
In practice unpaid overtime, annual leave balances and severance accruals are a price item, not a footnote. Quantify them during diligence, then either deduct them from the price or cover them by indemnity. If you plan restructuring after closing, read how termination actually works in Türkiye before you build the headcount model, and the employer's obligations when hiring for what you take on going forward.
Do contracts, permits and licences transfer?
In a share deal, mostly yes — the counterparty is still contracting with the same legal entity. The exception is the change-of-control clause. Distribution agreements, franchise agreements, credit facilities and leases frequently give the other side a termination or consent right when ownership changes. Every material contract has to be read for that clause, not skimmed.
In an asset deal the default is the opposite. Turkish law lets you assign your rights, but transferring your obligations to a new party needs the counterparty's agreement. Each supplier, customer, landlord and lender becomes a small negotiation — and each one learns the business is being sold, which is not always what the seller wants.
Where the target's contracts are the asset, review the drafting standards in our guide to commercial contracts in Türkiye.
An asset deal leaves the seller's debts behind.
This is a common and expensive misreading. Under the Turkish Code of Obligations (TBK 6098), a buyer who takes over a business or a body of assets together with its liabilities becomes liable for the debts attached to it once creditors are notified or the transfer is announced — for a commercial enterprise, in the Trade Registry Gazette — and the seller stays jointly liable alongside the buyer for a period afterwards. The asset route narrows exposure; it does not switch it off.
If I only buy the assets, the staff stay with the seller.
They do not. Under Labour Law 4857, when a workplace or part of a workplace changes hands, the existing employment contracts pass to the new employer as they are. Nobody has to sign anything, seniority is preserved, and the transfer itself is not, on its own, a lawful ground to dismiss anyone. Unpaid overtime, annual leave balances and severance accruals are a price item, not a footnote.
Buying shares is a private matter between buyer and seller — we sign and update the register.
That depends entirely on the company type. In an anonim şirket, transfer can be light: where registered (nama yazılı) certificates have been printed, transfer is by endorsement and delivery, with ledger entry letting the new holder exercise rights against the company; bearer (hamiline yazılı) shares transfer by delivery of possession but take effect only once the acquirer notifies the Central Registry Agency (MKK). In a limited şirket there are three separate gates — notary certification, general assembly approval, then ledger and registry — and each one can slip.
We are a foreign buyer and the Turkish target is small, so Turkish merger control is not our problem.
Thresholds under Law 4054 bite on worldwide and Turkish turnover, so a purely foreign buyer with a modest Turkish target can still be caught. The regime is suspensory: a notifiable transaction does not acquire legal validity until the Competition Board clears it, and closing early exposes the parties to an administrative fine, imposed on the acquirer in an acquisition, and lets the Board order the deal unwound. The thresholds are revised periodically and must be checked against the version in force on your signing date.
Does the deal need competition clearance?
If the transaction meets the notification thresholds set under Law 4054 on the Protection of Competition, it must be notified to the Turkish Competition Authority (Rekabet Kurumu) and cleared by the Competition Board before closing.
This is a suspensory regime: a notifiable transaction does not acquire legal validity until the Board clears it. Implementing it beforehand — "gun jumping" — exposes the parties to an administrative fine, which in an acquisition is imposed on the acquirer, and allows the Board to order the transaction to be terminated and any unlawful factual situation unwound.
Thresholds bite on worldwide and Turkish turnover, so a purely foreign buyer with a modest Turkish target can still be caught. Build the filing into the timetable from day one. See merger control filing for foreign acquirers and our competition and antitrust practice.
Why does due diligence decide the structure?
Structure is an output, not an input. You do not choose share or asset first and investigate afterwards — you investigate, and the findings tell you which structure you can live with.
A Turkish legal and tax review typically covers corporate records and the share ledger, title to real estate and equipment, material contracts and their change-of-control clauses, employment files and accrued entitlements, tax and social security position, litigation and enforcement (icra) files, IP registrations, permits, and any security granted over the company's assets. Our due diligence guide for buyers of Turkish companies sets out the document request list, and independent property due diligence covers the title-deed layer where real estate is involved.
There are four honest responses to a bad finding: reduce the price, hold money back through escrow or a specific indemnity, carve the problem out of the deal — which usually means switching to an asset structure — or walk away. A finding that cannot be sized is more dangerous than a large one that can.
Deal protection: warranties, escrow and the dispute clause
Turkish law gives a buyer of shares fairly thin default protection. Whatever you want, you write into the share purchase agreement.
- Representations and warranties — statements about accounts, tax, employment, litigation, title and compliance, with agreed consequences if they turn out to be untrue.
- Disclosure — the seller's schedule of exceptions. What is properly disclosed generally cannot later be claimed.
- Escrow or holdback — part of the price deferred or parked with a third party, so there is real money behind your claim.
- Price adjustment — completion accounts or a locked-box mechanism.
- Non-compete and non-solicit — restraints on the seller must be limited in scope, geography and time to be enforceable.
If you are buying less than the whole company, the relationship with the remaining owners needs its own document: see shareholders' agreements in a Turkish joint venture. For a foreign buyer the governing law and dispute clause is not boilerplate either — it determines where you sue, in what language, and whether the decision can be enforced against Turkish assets. Weigh the options with governing law and jurisdiction in Turkish contracts and arbitration in Türkiye. And if you will sit on the board afterwards, understand the personal liability that comes with a Turkish directorship, including for the company's tax and social security debts.
Acquiring a Turkish company as a foreign buyer: can you do it from abroad?
You do not need to be in Turkey to buy a Turkish business. Almost the entire process can be run by power of attorney.
- Power of attorney — issued to your Turkish lawyers before a notary in your country, then apostilled and sworn-translated, or issued at a Turkish consulate. Its scope must be drafted for the specific deal, including notary signature of an LTD share transfer and trade registry filings.
- Corporate documents — if the buyer is a company, its certificate of registration, articles and board resolution generally need notarisation and apostilleApostilApostilleA certificate added to a public document in its own country so that it is accepted as genuine in Türkiye, without consular legalisation.Glossary →, plus certified Turkish translation.
- Turkish tax number — required for the buyer, corporate or individual, before registry and banking steps.
- Signature circular (imza sirküleri) — after closing the new managers or board members issue theirs before a notary; without it the company cannot sign, bank or file.
- Payment routing — plan how the price moves and how it lines up with transfer of title. Bank onboarding is slower than most buyers expect; see opening a corporate bank account.
- Post-closing — registry filings and announcements, share ledger entries, MKK notification for bearer shares, tax office and social security updates, and re-registration of IP and property.
Our corporate and M&A team handles structuring, diligence, drafting and closing. Buyers based in the United States can start at the US Desk, or tell us about the target through our contact page.
Sets how each company form actually transfers — notary, general assembly approval, ledger and registry for a limited şirket; endorsement and delivery of printed registered certificates, or delivery plus MKK notification for bearer shares, in an anonim şirket — and allows a commercial enterprise to be transferred as a whole by registered written agreement.
Makes a buyer who takes over a business together with its liabilities responsible for the attached debts once creditors are notified or the transfer is announced, with the seller jointly liable for a period afterwards.
Moves employment contracts to the new employer automatically when a workplace or part of a workplace changes hands, with seniority and accrued rights intact.
Requires notification to the Turkish Competition Authority and clearance by the Competition Board before closing where the turnover thresholds are met; until clearance a notifiable transaction has no legal validity.
What to gather before you speak to a lawyer
None of this requires a decision from you yet. It is the material that lets someone tell you which structure you can live with, and how long it will take.
Frequently asked questions
Is a share deal or an asset deal better when buying a business in Turkey?
Neither is better in the abstract. A share deal is usually faster and keeps contracts, permits and licences intact, but you inherit the company's entire history including tax and employment exposure. An asset deal narrows what you take on, but needs counterparty consents, registry-by-registry transfers and often loses licences that are personal to the holder. Due diligence findings should decide it.
Does an asset deal in Türkiye really leave the seller's debts behind?
Not entirely. Under the Turkish Code of Obligations, a buyer who takes over a business or a body of assets together with its liabilities becomes liable for the debts attached to it once creditors are notified or the transfer is announced, and the seller remains jointly liable alongside the buyer for a set period. The asset route reduces inherited liability; it does not eliminate it.
How do I transfer shares in a Turkish limited şirket?
You need a written share transfer agreement with signatures certified before a Turkish notary, then approval by the general assembly unless the articles of association provide otherwise, entry in the company's share ledger, and registration with the trade registry. Because approval can be refused where the articles allow it, the shareholder position has to be checked before signing.
Do employees transfer when I buy the business rather than the company?
Yes. Under Labour Law 4857 the employment contracts pass to the new employer automatically when a workplace or part of a workplace is transferred, with seniority and accrued rights preserved, and the transfer alone is not a lawful ground for dismissal. The transferring employer stays jointly liable for employee debts that had arisen and fallen due before the transfer, limited to two years from the transfer date. Severance is treated separately: seniority runs continuously, so the buyer computes it over the whole service period while the seller's exposure is measured by the wage and service period at the transfer date.
Does my acquisition need Turkish competition clearance?
If it meets the turnover thresholds under Law 4054, yes. It must be notified to the Turkish Competition Authority and cleared by the Competition Board, and a notifiable transaction does not acquire legal validity until clearance. Closing early exposes the parties to an administrative fine, imposed on the acquirer in an acquisition, and lets the Board order the deal unwound. The thresholds are revised periodically, so they must be checked against the rules in force at the time.
Can I buy a Turkish company without travelling to Türkiye?
In most cases yes. A notarised and apostilled power of attorney lets Turkish counsel sign, file and register on your behalf. You will also need a Turkish tax number, apostilled corporate documents with certified translation if the buyer is a company, and new signature circulars for the incoming managers or directors after closing.
