A buyer taking over a Turkish business does not get to choose which employees come with it. Article 6 of the Labour Act No. 4857 transfers every employment contract in existence on the transfer date to the transferee, with all rights and obligations attached, and requires the transferee to treat seniority as running from the day the employee first started with the seller. The seller does not disappear either: it stays jointly liable for two years, but only for a narrow class of debts that were both born before the transfer and already payable on the day it happened.
That last qualification is where most transaction documents go wrong. The two-year rule is read as a general two-year backstop for the buyer, when the statute is much narrower — and, in the one place where the exposure is largest, severance pay, a different statute applies with no two-year cut-off at all. What follows separates the heads of liability that behave differently, and sets out where Article 6 stops applying entirely.
What Article 6 actually moves
The trigger is a transfer of a workplace, or part of a workplace, “on the basis of a legal transaction.” That wording is deliberately broad: it captures an asset sale, a business transfer under Article 11/3 of the Turkish Commercial Code No. 6102, and a change in the contractor operating a service, without requiring a share transfer or any corporate step. Where the transaction is structured as a purchase of the business rather than the company, the employment consequences arrive automatically and sit alongside the debt-transfer rules examined in our note on which liabilities travel with a Turkish asset deal.
Two effects follow immediately. First, the contracts pass to the transferee with all their rights and obligations — the terms, the contractual benefits, the workplace practices, and any pending disputes about them. Second, Article 6/2 obliges the transferee to process seniority-based entitlements from the date the employee started with the transferor. Annual leave brackets, notice periods and severance calculations therefore all run from the original start date, not from closing.
For employment relationships outside the scope of Law No. 4857 — the exclusions in its Article 4 — Article 428 of the Turkish Code of Obligations No. 6098 repeats the same rule in nearly identical language. Article 429 of the same Code covers the different case of assigning a single contract to another employer, and there the position reverses: an individual contract may be permanently transferred to another employer only with the employee’s written consent. Confusing the two is a common drafting error, because a workplace transfer needs no consent while a contract assignment cannot happen without it.
The two-year liability, read with its second sentence
Article 6/3 provides that where a transfer occurs, the transferor and transferee are jointly liable for debts that arose before the transfer and are payable on the transfer date. The sentence that follows narrows it: the transferor’s liability arising from those obligations is limited to two years from the date of transfer.
Both cumulative conditions matter. A debt must have come into existence before the transfer, and it must have been due on the transfer date. Unpaid wages for the preceding month, overtime already worked and invoiced, an accrued bonus whose payment date has passed — these sit inside the rule, and the seller answers for them for two years. A claim that only comes into existence when the employment relationship later ends is outside it, because on the transfer date it was neither born nor due.
Severance pay and notice indemnity part company
This is where the analysis usually breaks down. Severance pay in Türkiye is still governed by Article 14 of the repealed Labour Act No. 1475, which Article 120 and Provisional Article 6 of Law No. 4857 keep in force pending a severance fund that has never been legislated. Article 14/2 addresses transfers directly: where a workplace is transferred or otherwise changes hands, seniority is calculated over the total of the service periods, and both employers are liable for accrued severance. The following sentence caps the transferor: its liability is limited to the periods for which it employed the worker and to the wage level the worker was receiving at the time of the transfer.
The practical consequence follows from these provisions. Because Article 6(2) requires the transferee to treat the employee’s service as starting on the date the employee joined the transferor, severance is calculated on total service and the final wage and is claimed from the transferee as the employer at termination. The transferor’s liability is limited under Article 14 of Law No. 1475 to its own period of employment and the wage level at transfer, and no statutory provision separately governs how the two employers share the burden between themselves. Crucially, Article 14 contains no time limit comparable to the two-year limit in Article 6.
Notice indemnity behaves in the opposite way. It arises on termination under Article 17 of Law No. 4857, whose statutory notice periods run from two weeks for under six months of service to eight weeks for more than three years, and which the parties may extend but not shorten. Because notice indemnity is created by the termination, it is not among the debts that arose before the transfer and were payable on the transfer date under Article 6(3), so the transferor’s joint liability does not extend to it. The same reasoning applies to payment for unused annual leave.
| Head of claim | Who pays the employee | Transferor's exposure | Time limit on transferor |
|---|---|---|---|
| Wages, overtime, bonuses due at transfer | Either employer (joint liability) | Full amount, jointly | 2 years from transfer (Art. 6/3) |
| Severance pay on a later dismissal | Transferee, on final wage and total service | Its own service period, at the wage level at transfer | None (Law No. 1475, Art. 14) |
| Notice indemnity | The employer who terminates | None | Not applicable |
| Unused annual leave pay | The employer who terminates | None | Not applicable |
| Unpaid SSI premiums and their accessories | Either employer (joint liability) | Full amount, jointly | None (Law No. 5510, Art. 89) |
The balance rule: transfer is not a reason to dismiss, and not a reason to resign
Article 6/5 is symmetrical, and both halves are binding. Neither the transferor nor the transferee may terminate an employment contract merely because of the transfer of the workplace or a part of it; and the transfer does not constitute just cause for termination from the employee’s side. An employee who resigns pointing only to the change of ownership has not established a just-cause resignation, and cannot claim severance on that basis alone.
The second sentence of the same paragraph then reserves what remains available. The termination rights of the transferor or transferee arising from economic and technological reasons or from a change required in work organisation are preserved, as are the immediate just-cause termination rights of both employees and employers. A post-acquisition restructuring is therefore not prohibited — it simply has to stand on its own business reason, and in a workplace with thirty or more employees where the employee has at least six months of service, that reason must satisfy the valid-cause test in Article 18 of Law No. 4857.
Harmonising terms and conditions after closing is a separate exercise again. Article 22 requires any material change in working conditions to be notified to the employee in writing, and a change not accepted by the employee in writing within six working days does not bind them. Buyers who assume that integration into group-wide pay scales happens by consequence of the transfer are usually the ones who create claims. The wider framework for employing people in Türkiye, including contract types and statutory minima, is set out in our guide to employing staff in Türkiye as a foreign employer, and the ongoing advisory side of this work sits within our employment and labour law practice. Article 6 is only one of the provisions a transaction has to clear on the employment side; the headcount thresholds, the social security filings and the work permit consequences that move with it are drawn together on our employment in M&A and restructuring page.
Where Article 6 does not apply
Two exclusions are written into the article itself, and a third case is governed elsewhere.
Article 6/4 switches off the joint-liability rules where a legal entity ceases to exist through merger, accession or a change of type. In those situations the successor takes over by universal succession, so there is no need for a separate joint-liability mechanism. Article 158 of Law No. 6102 deals with the residual question of shareholders who were personally liable for the absorbed company’s debts: their liability continues for debts arising before the merger decision was announced, or where the cause of the debt arose before that date, and claims of that kind become time-barred three years after the announcement — or, where the claim only falls due later, three years from that later due date. The same article closes with a cross-reference that is easy to miss: for employment relationships, Article 178 applies to a merger as well.
Article 6/6 excludes the case that matters most in distressed deals: the provisions do not apply where a workplace or part of it is transferred as a result of the liquidation of assets due to bankruptcy. A purchase from a bankruptcy estate therefore falls outside both automatic transfer and the joint-liability regime.
That cross-reference matters because Article 178 carries a right the Labour Act does not. Article 178 of Law No. 6102 transfers employment contracts to the transferee in a full or partial demerger with all rights and obligations up to the transfer date — but only if the employee does not object. Where the employee objects, the contract ends at the expiry of the statutory notice period and both sides must perform until then. The former employer and the transferee are jointly liable for claims already due and for claims falling due until the contract would normally have ended, and employees may demand that those claims be secured. That right of objection has no counterpart in Article 6, so the same workforce can be in a materially different position depending on whether a business is carved out by demerger or a merger, on the one hand, or sold as a going concern under Article 6, on the other — a structuring point examined further in our overview of mergers and acquisitions in the Turkish corporate sector and handled in practice through our mergers and acquisitions work.
The liabilities that ignore the two-year clock
Three further regimes attach to a workforce transfer and none of them follows Article 6’s timing.
Social security is the most immediate. Article 89 of Law No. 5510 provides that where a workplace employing insured persons is taken over with its assets and liabilities, passes by succession, or is joined to or merged with another workplace, the new employer is jointly and severally liable for the former employer’s premium debt to the Institution together with late-payment penalties, late-payment surcharges and other accessories — and states expressly that contractual provisions to the contrary are invalid as against the Institution. There is no two-year window. Separately, Article 11 of the same Law requires the workplace notice to be filed with the Institution within ten days following the date on which the new employer took over, with an administrative fine for failure; the insurance rights and obligations of the insured employees continue unaffected.
Collective agreements are governed by Article 38 of Law No. 6356. If the transferee already has a collective agreement in force at its workplaces in the same branch of activity, the rights and obligations arising from the transferred workplace’s collective agreement continue as terms of the individual employment contracts. If the transferee has no collective agreement in force, those rights and obligations continue as a collective agreement until a new one is concluded. And where a workplace with no collective agreement is acquired by an employer that is party to an enterprise-level collective agreement, the workplace comes within the scope of that agreement.
Public receivables follow yet another logic. Law No. 6183 contains no succession rule that moves a tax debt to the buyer of a business simply because the business changed hands. What it does contain is Article 30: unilateral transactions carried out by a debtor with the intention of frustrating collection of a public receivable, in whole or in part, where the debtor has no assets or insufficient assets, and all transactions concluded with persons who knew or ought to have known of that intention, are void regardless of their date. Article 31 then requires those who benefited from such a transaction to hand back what they obtained, or its assessed value if they have disposed of it. A buyer who acquires a business at an undervalue from a seller visibly failing to meet its tax obligations is therefore exposed not through succession, but through knowledge.
Practical consequences for the deal
The workforce line in an asset-deal price model has three components, and they have to be quantified separately: accrued but unpaid entitlements already due at closing, which the seller shares for two years; the severance bank, which the buyer will pay in full on final wages and can only partly recover; and the cost of any post-closing restructuring, which must be justified on its own grounds under Article 18. Contractual allocation between the parties is worth having, but it produces a recourse claim, not a redirection of the employee’s or the Institution’s claim — which is why holdbacks and security do the work that indemnity wording alone cannot.
Foreign buyers reach for the TUPE comparison, and it holds only in part. Article 6 produces the same automatic transfer of contracts that the UK regime does, and the same rule that the transfer is not in itself a reason to dismiss. What it does not contain is an information-and-consultation procedure: nothing in the Article obliges either employer to inform or consult the employees or their representatives before the transfer, so the timing and form of the announcement is a commercial and industrial-relations decision rather than a statutory one. A buyer that plans the transaction on a TUPE template will over-engineer the consultation and under-price the severance bank.
The statutes cited above are published in their consolidated form on the official gazette portal: Labour Act No. 4857, Labour Act No. 1475 (Art. 14 still in force), Turkish Code of Obligations No. 6098, Turkish Commercial Code No. 6102, Social Insurance and Universal Health Insurance Law No. 5510, Trade Unions and Collective Labour Agreements Law No. 6356 and Law No. 6183 on the Procedure for Collection of Public Receivables.
