Legal and source review date: 27 September 2026. General information only; transaction structure, diligence scope, approvals, tax treatment and closing steps depend on the target, sector, parties and law current for the deal.
1. Define exactly what the buyer is acquiring
A share purchase changes the ownership of the target company while the company itself continues to own its assets, employ its staff and remain party to its contracts and liabilities. An asset purchase instead moves an agreed perimeter of assets, rights and, where legally transferable, obligations. A transfer of an entire commercial enterprise has its own written agreement and trade-registry framework. The first drafting decision should therefore be the transaction perimeter, not the purchase price.
The heads of terms should identify the shares or assets being bought, excluded assets and liabilities, treatment of cash and debt, any working-capital mechanism, and whether signing and closing will be simultaneous or separated. If the parties use “business purchase”, “share transfer” and “asset transfer” interchangeably, the data request and closing list can be built around the wrong legal route.
Legal due diligence examines title, corporate authority, contractual obligations, permits, disputes and enforceability. It does not replace financial, accounting, valuation or tax review. A sound process allocates those workstreams to the relevant specialists and then reconciles their findings: for example, the finance team may identify a balance, while counsel traces the agreement, security and approval that created it.
No diligence exercise proves that a target has no undisclosed liability. It reduces defined information gaps and supports contractual allocation of known and residual risk; it cannot guarantee regulatory approval, valuation, tax treatment, recovery against a seller, closing or a timetable.
2. Establish the corporate record and ownership chain
Foreign investors are generally free to invest in Türkiye and receive equal treatment under Law No. 4875, subject to treaties and sector-specific legislation. Acquiring shares in an existing Turkish company can fall within the statutory definition of foreign direct investment. That general permission does not displace the Turkish Commercial Code, competition rules, sector licences, land rules or the target’s constitutional documents.
Start with the current trade-registry file and the complete Turkish Trade Registry Gazette chain. Reconstruct incorporation, amendments to the articles or company agreement, capital changes, directors or managers, representation powers, mergers, demergers and registered pledges. The Ministry explains that registry records and filed instruments are public and that certified copies may be requested for the prescribed cost.
Registry publicity is a starting point, not a complete picture. MERSIS and published filings do not prove every shareholder agreement, beneficial owner, off-register restriction, debt, lawsuit, licence or commercial contract. Reconcile the registry chain with corporate books, seller disclosure, financial statements and records obtained from the authority that actually maintains each asset or security register.
The seller’s title should be tested through the issued-capital structure, payment status, share certificates, share ledger, bearer-share or Central Registry Agency records where relevant, and any pledge, attachment, usufruct or option. The same review should confirm that both seller and buyer have valid organ resolutions, authorised signatories and any financing approvals needed to enter into and complete the transaction.
3. Transfer mechanics for a Turkish joint-stock company
For a Turkish joint-stock company, authority begins with the board and signatory chain. Check the articles, current registry record and internal signature circulars against Articles 365 to 371 of the Turkish Commercial Code. A signature that appears commercially agreed may still be ineffective if the required joint-signature pattern, organ approval or conflict procedure was not followed.
The transfer method depends on the form of the shares. A registered share certificate is ordinarily transferred by endorsement and delivery of possession, subject to statutory restrictions, the articles and the separate rules for dematerialised capital-market shares. Bearer share certificates have effect against the company and third parties only after possession is transferred and the acquirer makes the required notification to the Central Registry Agency; attached rights cannot be exercised until that notification.
Registered shares may also be subject to statutory or articles-based approval restrictions. Unpaid shares and non-listed shares require a separate analysis under Articles 491 to 494. For uncertificated shares and registered certificates, the company’s share ledger remains central in company relations: subject to dematerialised-share rules, the company treats the qualifying person recorded there as shareholder.
A closing checklist should state who will deliver each original certificate, which endorsements are required, when any approval is obtained, how the ledger entry is evidenced and who completes the Central Registry Agency step. It should not assume that payment alone completes every form of AŞ share transfer.
4. Transfer mechanics for a Turkish limited company
A limited-company share transfer and the agreement that creates the transfer obligation must be in writing, with the parties’ signatures notarised. Unless the company agreement provides otherwise, the general assembly must approve the transfer and the transfer becomes valid with that approval. If the general assembly does not reject the application within three months, approval is deemed given under the statutory rule.
The company agreement may contain transfer restrictions, pre-emption arrangements, additional-payment duties, non-compete obligations or approval conditions. A separate shareholders’ agreement may add contractual call, put, consent or exit rights. Both documents need to be read together, while recognising that a contractual restriction and a restriction effective at company-law level do not always operate in the same way.
Managers apply to register the transfer. If no application is made within thirty days, Article 598(2) gives the outgoing shareholder a statutory application route. The closing file should preserve the notarised transfer document, application, general-assembly evidence, updated shareholder information and registry result rather than treating the notary appointment as the final step.
5. Corporate books, beneficial ownership and foreign-investment reporting
Minutes, resolutions, the share ledger and other mandatory corporate books should be reviewed for proper maintenance and consistency with registry filings, accounts and the proposed transfer. The Ministry states that specified companies were required to move relevant non-accounting books to the Electronic Commercial Books System and that companies formed after 1 January 2026 use that system. The target’s actual ETDS status and migration evidence should be checked rather than inferred from its age or form.
Beneficial-owner compliance needs its own ownership chart. For a Turkish corporate taxpayer, Communique No. 529 begins by looking for natural persons who hold more than twenty-five percent and then applies a control and senior-management waterfall when that test does not identify the beneficial owner. Changes must be notified within one month. The transaction documents should assign responsibility for collecting and filing the post-closing information.
For a foreign-capital company, the E-TUYS guide includes partner-list updates for share transfers as well as activity and capital-payment workflows. The live duty, form and deadline should be confirmed for the actual closing; the guide should not be converted into an invented universal filing date. The legal closing list should identify the responsible party and documentary evidence for any E-TUYS update.
6. Financial, tax and security workstreams
Legal counsel should review audited and management accounts, statutory books, cash and debt schedules, guarantees, related-party balances and off-balance-sheet commitments in coordination with financial advisers. The legal task is to find and assess the agreements, approvals and security behind those figures. It is not an audit opinion and should not be described as one.
Tax returns, assessments, ongoing audits, disputes, incentives, withholding positions, transfer-pricing files and payment evidence belong in a dedicated tax workstream. In a share deal, the target remains the same taxpayer and its historical position does not disappear. Any estimate of tax exposure, available relief or transaction tax needs transaction-specific advice rather than a general legal article.
Search the Movable Pledge Registry for registered movable pledges and use the distinct registries that govern land, vehicles, ships, aircraft, mining rights and securities. The Ministry expressly notes that several of those security types fall outside the movable-pledge statute. A clean result in one database is therefore not a global no-encumbrance certificate.
Debt payoff, guarantee releases and security discharges should be tied to closing mechanics. If funds are applied directly to a lender, the parties should agree the payoff evidence, release form, delivery sequence and consequences if a registry discharge follows after closing.
7. Litigation, employment, licences and regulatory status
A target-authorised search of the UYAP Institution Portal can show court and enforcement files in which the company is a party. It is not a public name-only litigation clearance. Complete review also requires the target’s counsel list, demand letters, administrative investigations, arbitration files, contractual notices, management disclosure and a search strategy proportionate to the target’s history.
Employment diligence should cover headcount, employment terms, accrued entitlements, collective arrangements, workplace registrations, key-person dependencies, restrictive covenants, disputes and occupational-safety records. In a share deal, the employer company ordinarily remains unchanged. In an asset transaction that legally transfers a workplace or part of it, Article 6 of the Labour Law provides for transfer of existing employment contracts with their rights and obligations; it also sets a general two-year limit on the transferor’s liability for pre-transfer obligations, and the transfer alone is not just cause for termination.
Build a licence matrix for every regulated activity and location. For each licence or permit, record the holder, issuing authority, term, conditions, compliance history and whether a share acquisition, change of control or asset transfer requires consent, notice, replacement or a new application. A licence cannot safely be treated as transferable merely because the relevant equipment or contract is included in the deal.
Sector rules may impose approval thresholds separate from competition law. For example, Banking Law Article 18 requires Banking Regulation and Supervision Board permission for bank share acquisitions reaching ten percent or more, crossings of the ten, twenty, thirty-three or fifty percent bands, falls below those bands, and specified privileges to appoint board or audit-committee members. Other regulated targets require their own current-law analysis.
8. Contracts, intellectual property, real estate and data
Review each material contract for term, price adjustment, termination, default, exclusivity, change of control, assignment, consent, security and dispute provisions. In a share deal the contracting legal person remains the same, but a change-of-control clause can still create consent or termination risk. In an asset deal, assignment of a receivable, assumption of a debt and transfer of a contract are distinct concepts; the statutory contract-transfer arrangement requires the remaining party’s advance permission or later consent.
For brands, patents, designs and other registered rights, compare the target’s schedule with the TÜRKPATENT record and the underlying assignment, licence and security documents. Article 148 of the Industrial Property Code governs transactions concerning industrial-property rights. Also identify unregistered copyright, software ownership, domain names, trade secrets and employee or contractor creation terms that a register search cannot answer.
If the target owns real estate, obtain current title records and supporting instruments, then reconcile them with financing, lease, zoning, environmental and physical-use evidence. Where foreign investors acquire at least fifty percent of a Turkish property-owning company or gain the statutory power to appoint or remove the majority of managers, Article 36 of the Land Registry Law can trigger the foreign-capital-company property regime. The rule can also matter through indirect ownership chains and later threshold-crossing transfers.
A data room containing personal data needs a lawful processing basis and must follow the principles of lawfulness, accuracy, purpose limitation, data minimisation and appropriate retention. If reviewers will view or store data outside Türkiye, the transfer must also be tested against the current mechanisms in Article 9 of the Personal Data Protection Law and the applicable processing rules in Articles 5 and 6. Redaction, access groups, download controls and retention dates should reflect the actual diligence purpose.
9. Turn diligence findings into contractual protection
The diligence report should separate matters that prevent the proposed structure, conditions that must be satisfied before closing, risks accepted through price or insurance, and matters allocated through representations, covenants or indemnities. A long issue list without ownership, consequence and proposed treatment does not give the transaction team a usable closing plan.
Representations and warranties allocate contractual risk and support disclosure. They do not establish title, compliance, collectability or value without underlying evidence. The agreement should define the disclosure standard, knowledge qualifiers, materiality, repetition at closing and the relationship between disclosed matters and the buyer’s remedies.
An indemnity should identify the covered matter, recoverable loss, causation standard, exclusions, caps, thresholds, time limits, conduct of third-party claims and interaction with other remedies. A tax covenant, leakage undertaking, specific litigation indemnity or environmental allocation may need different procedures. Generic wording cannot be assumed to fit every identified exposure.
Conditions precedent should list the precise competition and sector approvals, corporate resolutions, third-party consents, security releases and documentary deliveries needed before closing. Long-stop dates, cooperation duties, responsibility for filings and the consequences of refusal or delay should be stated without promising that an authority will approve the deal by a particular date.
10. Merger control thresholds and sector approvals in 2026
Turkish merger control applies to transactions that create a lasting change of control, including qualifying acquisitions of all or part of an undertaking. Voting percentages are relevant, but they are not the only test: contractual rights, vetoes and the ability to exercise decisive influence can determine whether control changes. The transaction team should identify the control theory before calculating turnover.
As of 27 September 2026, the normal notification thresholds are met where the parties’ aggregate Turkish turnover exceeds TRY 3 billion and at least two transaction parties each exceed TRY 1 billion in Türkiye. The alternative limb is met where the Turkish turnover of the target asset or activity in an acquisition, or of at least one party in a merger, exceeds TRY 1 billion and at least one other transaction party has worldwide turnover exceeding TRY 9 billion.
The current 2026 materials retain a special technology-undertaking rule. It is limited to qualifying technology undertakings established in Türkiye and uses a TRY 250 million test for the relevant target activities. Whether the definition and special calculation apply must be checked under the current Communique and turnover guide; a target being described commercially as “technology” is not enough.
Do not rely on an older PDF merely because it remains on an authority server: one official copy of Communique 2010/4 still displays superseded amounts. The Competition Authority’s 11 February 2026 announcement and current turnover guide provide the operative 2026 figures used here.
A notifiable transaction must be treated as conditional on Competition Board clearance. The statute and Communique make permission a condition of legal validity, and closing first creates enforcement and penalty risk. This analysis sits alongside, rather than replaces, permissions imposed by banking, insurance, energy, telecoms, capital-markets or other sector legislation.
11. Signing, closing and post-closing controls
The signing agenda should include agreed execution versions, authority evidence, disclosure materials and a complete conditions schedule. Between signing and closing, covenants can regulate ordinary-course conduct, information rights, prohibited leakage, financing, regulatory cooperation and the treatment of new adverse events.
At closing, synchronise payment with executed transfer documents, endorsement and delivery of certificates, Central Registry Agency steps where applicable, share-ledger entries, organ resolutions, resignations, appointments, releases and possession of key records. State which items complete electronically, which require originals and which registry consequences follow after the parties exchange deliverables.
Post-closing tasks may include trade-registry and share-ledger updates, Central Registry Agency notification, E-TUYS partner information, beneficial-owner updates, ETDS entries, signatory changes and sector notifications. The list depends on the structure, target form, ownership thresholds and licences. Assign an owner, deadline source and evidence of completion for every item; do not import a generic filing calendar as if it were universal.
The buyer should also plan operational control: bank mandates, accounting access, data-room retention, insurance notices, licence contacts, contract consents, employee communications and preservation of privilege. A legal closing is safer when the first-day operating plan and the documentary closing record agree.
12. Buyer questions and official sources
Frequently asked questions
Yes, Law No. 4875 generally permits foreign direct investment and provides equal treatment, subject to treaties and special legislation. The particular transfer must still comply with the Turkish Commercial Code, the target’s documents, merger control and any sector or land rules.
Neither structure is inherently safer. In a share deal the target keeps its historical assets and liabilities, while an asset deal requires the parties to determine how each asset, contract, employee and obligation transfers. The correct route depends on the perimeter, consents, liabilities, tax analysis and commercial objective.
The answer depends on whether shares are registered, bearer, uncertificated or dematerialised and whether they are fully paid or restricted. Endorsement and delivery, Central Registry Agency notification, company approval and share-ledger entry may each matter in the circumstances; payment by itself is not a complete transfer method.
The transfer and the obligation to transfer must be written and signatures notarised. Unless the company agreement provides otherwise, general-assembly approval is required and the transfer becomes valid on approval; the statutory three-month deemed-approval rule and registry follow-up must also be considered.
First determine whether the deal creates a lasting change of control. Then apply the current normal thresholds of TRY 3 billion/TRY 1 billion or TRY 1 billion/TRY 9 billion, as applicable. A narrower technology-undertaking rule may apply to a qualifying technology target established in Türkiye. Turnover and group calculations require deal-specific analysis.
No. Diligence tests defined records and risk areas, but its result depends on access, scope, materiality and the accuracy of information supplied. It cannot guarantee approval, value, tax treatment, recovery, closing or timing; residual risk is addressed through structure, price, conditions, disclosure, contractual protection and specialist review.
Official sources
The corporate and investment framework used in this guide is drawn from the Turkish Commercial Code, the Trade Ministry’s trade-registry information, the Foreign Direct Investment Law, the Ministry’s E-TUYS user guide, its 2026 English investment guide, and Beneficial Owner General Communique No. 529.
Transaction and diligence issues were checked against the Turkish Code of Obligations, Labour Law, Personal Data Protection Law, Industrial Property Code, the official TÜRKPATENT trademark search, TARES information, UYAP Institution Portal, the Land Registry Law, the Banking Law, and the Ministry’s ETDS notice.
The merger-control section relies on Competition Law No. 4054, the Competition Authority’s 11 February 2026 threshold announcement, and the current turnover calculation guide. Sources were last checked on 27 September 2026; a live filing must use the law and authority materials current for that transaction.
