Mergers & Acquisitions in Türkiye

Türkiye is an active market for mergers and acquisitions, drawing international investors through its strategic position between Europe and Asia and its large domestic economy. M&A transactions here sit at the intersection of company law, competition law, tax, and — in regulated sectors — specialist supervisory regimes. This page explains how these deals work, where the legal risks lie, and what each stage means for you as a buyer or seller.

Understanding mergers and acquisitions

A merger combines two or more companies into a single entity. An acquisition is one company buying another, usually a larger company absorbing a smaller one. The distinction matters because statutory mergers follow a prescribed Turkish Commercial Code procedure, while acquisitions are built through negotiated contracts.

The Turkish Commercial Code (TCC) recognises two forms of statutory merger:

• Merger by acquisition: one company absorbs another, which is then dissolved.
• Merger by formation of a new company: two or more companies unite into a newly created entity, and the original companies are dissolved.

Control is central to how a transaction is assessed. Control means the ability to exercise decisive influence over a company, directly or indirectly, whether through shareholdings, rights, agreements, or other means — and whether de facto or de jure. Identifying who ends up with control also determines whether the deal is a notifiable “concentration” for competition purposes.

Choosing the deal structure

Structure is the first strategic decision, and it shapes tax, liability, consents, and timing. Three routes dominate in practice:

• Share purchase. The buyer acquires the shares of the target and takes the company exactly as it is — with every asset, contract, employee, and liability, known or unknown. It is quick to document but carries the full weight of the target’s history.
• Asset purchase. The buyer selects the specific assets and liabilities it wants. This contains exposure but is more laborious: each asset, contract, licence, and permit is transferred individually, and many require third-party or counterparty consent.
• Statutory merger. The companies legally combine under the TCC, with the transferring company dissolving into the survivor. This operates by universal succession, so nothing is left behind — including liabilities.

Feature	Share deal	Asset deal	Statutory merger
What transfers	The company as a whole, via its shares	Only the selected assets and liabilities	Entire estate by universal succession
Hidden liabilities	Inherited in full	Largely left behind	Inherited in full
Third-party consents	Usually few (change-of-control clauses aside)	Needed for each contract, licence, permit	Statutory procedure replaces most consents
Execution speed	Fast to document	Slow — item-by-item transfers	Fixed TCC formalities, incl. 30-day review

The structure you pick is not an accounting detail — it decides which liabilities you inherit, which consents you must chase, and how the gain is taxed. Get it wrong and no amount of drafting later will fully fix it.

Setting up an acquisition vehicle is straightforward: the minimum capital is 250,000 TL for a joint-stock company (A.Ş.) and 50,000 TL for a limited liability company (Ltd.) since 1 January 2024. The vehicle choice interacts with how you intend to finance, hold, and eventually exit the investment.

The regulatory framework

Several regimes govern M&A activity in Türkiye. The TCC is the core statute, supplemented by:

• Turkish tax law, including corporate tax on gains arising from a transaction.
• The Law on the Protection of Competition No. 4054 and its merger-control rules.
• Capital markets legislation where a listed or public company is involved.

Under the TCC, a statutory merger requires at least two commercial companies. One company transfers all of its rights and obligations to another, and the shareholders of the dissolved company become shareholders of the surviving or new company. Where a public company is involved, the Capital Markets Board rules on merger proceedings apply, aligning the financial statements of the merging entities.

Merger control and the Turkish Competition Authority

Many M&A transactions require clearance from the Turkish Competition Authority before they can close. A concentration that produces a lasting change of control must be notified to, and approved by, the Competition Board where the parties’ turnover exceeds the thresholds set out in the Merger Communiqué issued under Law No. 4054.

This is a threshold question that must be checked early. If clearance is required and the parties close without it, the transaction can be treated as legally invalid, and the parties may face administrative fines calculated on turnover. Merger-control analysis should therefore run in parallel with deal structuring, not after signing.

Treat “do we need to file?” as a day-one question, not a closing-checklist item. Closing a notifiable deal without clearance is one of the few mistakes in Turkish M&A that can undo the whole transaction and fine you for it.

Where a filing is needed, the parties typically make the transaction conditional on clearance: they sign, submit the notification, and close only once approval lands. Building that condition into the agreement is standard practice and protects both sides.

---

Procedure and documentation

A transaction typically begins with a letter of intent, often paired with exclusivity and confidentiality undertakings, followed by due diligence — a detailed review of the target’s assets, contracts, litigation, tax position, and human resources. The findings test the buyer’s initial valuation and shape the risk allocation in the final agreement, from the price itself to the warranties, indemnities, and any price retention or escrow.

For foreign buyers, two practical points deserve early attention. First, signing and closing are usually separated by conditions precedent — competition clearance, sector approvals, third-party consents — and the agreement should say precisely who must satisfy each condition, by when, and what happens if it fails. Second, payment mechanics matter: escrow arrangements, price retentions, or deferred instalments are common tools for securing warranty claims against a seller you may not easily pursue after closing.

The parties then negotiate a definitive agreement, commonly a merger agreement, share purchase agreement, or asset purchase agreement, depending on the structure. In a statutory merger, the merger agreement, merger report, and required financial statements must be made available for review 30 days before the general assemblies of the companies involved. The general assemblies must then approve the merger.

Once approved, the merger decisions are registered with the Trade Registry and announced in the Trade Registry Gazette. The merger takes legal effect on registration. For stock companies, the TCC allows a simplified (facilitated) merger that reduces the documentation burden and streamlines shareholder formalities — useful, for example, in intra-group reorganisations where one company already wholly owns the other.

Protecting creditors, employees, and shareholders

Turkish law protects third parties affected by a merger:

• Creditors may demand security for their claims within three months of the merger taking effect, and the surviving company must provide it.
• Employees transfer automatically with the business under Article 6 of Labour Law No. 4857 and, in statutory mergers, Article 178 of the Turkish Commercial Code, retaining their existing rights and obligations, unless an employee objects.
• Shareholders who were personally liable for the transferred company’s debts before the merger remain liable afterwards, subject to a three-year limitation period running from announcement of the merger.

For a buyer, these protections are also a checklist: creditor claims, employee entitlements, and residual shareholder liability all belong in due diligence, because they translate directly into post-closing cost and risk.

Sector-specific rules

Some sectors impose additional requirements on top of the general regime. The Banking Law, for example, disapplies certain competition provisions where the combined sectoral share of the merging banks’ total assets does not exceed 20 percent. Foreign investment is generally treated the same as domestic investment, but restrictions apply in sensitive sectors such as banking and media, and regulated activities — from insurance to energy and telecommunications — often require prior approval from the relevant sector regulator before control can change hands. Where two clearances are needed, the competition filing and the sector approval should be sequenced together so neither becomes a bottleneck at closing.

Why this matters

Because a statutory merger operates by universal succession, the target’s entire estate — assets and liabilities alike — passes automatically to the acquirer. That makes disciplined due diligence, correct deal structuring, and timely competition clearance decisive. A deal that is well structured and properly cleared closes cleanly; one that is not can be unwound, taxed inefficiently, or saddled with liabilities the buyer never priced in. We advise clients before, during, and after each stage of an M&A transaction in Türkiye — on structure, due diligence, competition and sector clearances, drafting, and closing.