How to buy an existing Turkish company
Share transfers, merger control, inherited liabilities and tax for a foreign buyer.
A foreign company can buy a Turkish company without any general foreign investment approval. Shares in a limited liability company pass by a notarised agreement, general assembly approval and trade registry filing. Shares in a joint stock company pass by endorsement or written assignment and an entry in the share ledger. The company keeps its past liabilities, so due diligence on tax and social security debts is the core of the deal. A typical transaction takes 3 to 6 months.
How do share transfers work?
Pending lawyer review| Limited liability company | Joint stock company | |
|---|---|---|
| Form | Written agreement with notarised signatures | Endorsement and delivery of share certificates, or written assignment if none were issued |
| Company approval | General assembly approval, unless the articles waive it | Only if the articles require it for registered shares |
| Registration | Trade registry filing within 30 days, published in the Gazette | Entry in the share ledger. No notary or registry step |
| Bearer shares | Not applicable | Buyer notifies the Central Registry Agency, required since April 2021 |
When is merger control clearance needed?
Pending lawyer reviewThe Competition Board must clear a deal before closing if either test is met. The thresholds were raised on 11 February 2026 by Communiqué No. 2026/2.
| Test | Threshold |
|---|---|
| Combined Turkish turnover of the parties | Above TRY 3 billion, and at least two parties each above TRY 1 billion in Turkey |
| Target and buyer | Target's Turkish turnover above TRY 1 billion, and another party's worldwide turnover above TRY 9 billion |
| Technology company established in Turkey | TRY 250 million replaces the TRY 1 billion figure |
Most acquisitions of small and medium companies fall below these thresholds. Where clearance is needed, allow about two months.
Which liabilities come with the company?
Pending lawyer reviewIn a share deal the employer and the taxpayer do not change. All contracts, employees, licences, debts and disputes stay with the company. Three points deserve attention.
- Tax and social security debts from before the sale remain the company's debts. Clearance letters from both authorities are a standard closing condition
- In a limited liability company, shareholders are personally liable for unpaid public debts in proportion to their shares, and the seller and buyer are jointly liable for such debts from before the transfer
- If you buy the business or assets instead of the shares, the seller stays jointly liable with you for two years
Which sectors need an approval?
Pending lawyer review| Sector | Rule |
|---|---|
| Banking | Regulator approval for acquisitions of 10% or more |
| Payment and e-money institutions | Central bank approval for acquisitions of 10% or more and for crossing 20%, 33% and 50% |
| Energy | Regulator approval above 10%, or any change of control |
| Broadcasting | Foreign shareholding capped at 50% of paid-in capital |
After closing, the company updates its shareholder list in the foreign investment information system.
How is the seller taxed?
Pending lawyer reviewThis shapes the price a seller will accept. A Turkish corporate seller that held the shares for at least two years is exempt on 50% of its gain, reduced from 75% in November 2024. An individual seller is exempt on joint stock company shares with certificates held for more than two years, while gains on limited liability company shares are taxable. This is why sellers often convert a limited company into a joint stock company before a sale. Stamp tax treatment of the share purchase agreement should be confirmed for your deal, because published positions differ.
What are the steps?
Scope and structure
Share deal or asset deal, which entity buys, approvals needed.Due diligence
Corporate records, tax, social security, employees, contracts, licences, litigation, real estate, intellectual property.Agreement
Price mechanism, warranties, indemnities for pre-closing debts, conditions.Approvals
Merger control and sector regulator where required.Closing
Transfer formalities, registry or ledger entry, new managers and signature circular, bank mandates.Packages
| Package | What you get | Our fixed price | Duration |
|---|---|---|---|
| Acquisition roadmap | Deal structure, approvals check, liability map, timeline and budget | EUR 2,900 | 2 weeks |
| Legal due diligence and closing | Red-flag report, share purchase agreement, approvals and closing formalities | Fixed after the roadmap | 3 to 6 months |
Starting from scratch instead? See company formation.
Common questions
Pending lawyer reviewCan a foreigner buy an existing Turkish company?
Yes. There is no general foreign investment screening or approval in Turkey. A foreign buyer acquires shares on the same terms as a local buyer, subject to merger control and to approvals in a few regulated sectors.
How are shares in a Turkish limited liability company transferred?
By a written agreement with notarised signatures, approval of the general assembly unless the articles waive it, and registration with the trade registry within 30 days.
When does a deal need Competition Board clearance?
Since February 2026, when the parties' combined Turkish turnover exceeds TRY 3 billion and at least two of them each exceed TRY 1 billion in Turkey, or when the target's Turkish turnover exceeds TRY 1 billion and another party's worldwide turnover exceeds TRY 9 billion. A lower threshold of TRY 250 million applies to technology companies established in Turkey.
Does the buyer inherit the company's old debts?
In a share deal the company keeps all its past liabilities, including tax and social security debts. In a limited liability company, shareholders can also be personally liable for unpaid public debts in proportion to their shares, and the seller and buyer are jointly liable for such debts from before the transfer.
How long does it take to buy a Turkish company?
Practitioner guides put a typical deal at 3 to 6 months from due diligence to closing, longer if merger control or a sector approval is needed.
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