Mergers & Company Acquisitions in Türkiye

1. Share purchase

   • Joint-stock company (anonim şirket, A.Ş.): unless the law or the articles of association provide otherwise, registered shares can be transferred without restriction (TCC Art. 490(1)), and the transfer can be made by handing over possession of the endorsed registered share certificate (Art. 490(2)). The articles may require the company’s approval for a transfer of registered shares (Art. 492(1)). The buyer cannot be entered in the share ledger until a proper transfer is proven, and in dealings with the company only the person recorded in the share ledger counts as shareholder (Art. 499(2) and (4)).
   • Limited company (limited şirket): the transfer of a capital share, and the transaction that creates the obligation to transfer it, must be in writing with the parties’ signatures certified by a notary (TCC Art. 595(1)). Unless the company agreement provides otherwise, the transfer needs the approval of the general assembly of partners and takes effect with that approval (Art. 595(2)); if the general assembly does not refuse within three months of the application, approval is deemed given (Art. 595(7)).
   • Foreign buyers: under Article 3(a) of the Foreign Direct Investment Law No. 4875, unless international agreements or special laws provide otherwise, foreign investors may make direct investments in Türkiye freely and are treated equally with domestic investors. Sector regimes can still require a regulator’s approval before control changes hands (see Sector-specific rules below).

2. Asset or business purchase

   • Under Article 202 of the Turkish Code of Obligations No. 6098 (TCO), a buyer that takes over a business together with its assets and liabilities becomes liable to the creditors for the business’s debts from the date it notifies them or, for a commercial enterprise, announces the takeover in the Trade Registry Gazette.
   • The seller nevertheless remains jointly and severally liable with the buyer for two years. For debts already due, the period runs from the notification or announcement; for debts that fall due later, from their due date; and it does not start at all until the buyer has made the notification or announcement.

3. Statutory merger

   • The TCC allows a merger by acquisition, in which one company takes over another, or a merger by formation of a new company (Art. 136(1)). The acquiring company takes over the transferring company’s assets as a whole, and the transferring company ceases to exist and is struck off the trade register (Art. 136(4)).
   • Creditors of the merging companies who make a demand within three months of the merger becoming legally effective must have their claims secured by the acquiring company (Art. 157(1)). The merging companies announce creditors’ rights three times, at seven-day intervals, in the Turkish Trade Registry Gazette and on their websites (Art. 157(2)).
   • Article 158(4) applies Article 178 to the employment relationships: the employment contracts pass to the acquiring company with all their rights and obligations unless the employee objects, and if the employee objects the contract ends at the end of the statutory notice period (Art. 178(1) and (2)).

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 (Merger Communiqué No. 2010/4, Art. 5). Identifying who ends up with control also determines whether the deal is a notifiable “concentration” for competition purposes.

Deal structure also has consequences outside company law, which is why we coordinate it with the corporate law work on the target, its tax position, workforce structuring and employment integration and a personal data protection (KVKK) review of the data that moves with the business.

• 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. The containment is also narrower than it looks, because several statutes attach debts to the business itself rather than to the contract; see our note on the debt that transfers with the business in an asset deal.
• Statutory merger. The companies legally combine under the TCC, with the transferring company dissolving into the survivor. On registration all of the transferring company’s assets and liabilities pass automatically to the acquiring company (TCC Art. 153(1)), so nothing is left behind, including liabilities.

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.

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, a merger is a significant transaction under Article 23 of Capital Markets Law No. 6362, and the Capital Markets Board sets the procedures that must be followed; the merger documents are also made available at the places the Board designates (TCC Art. 149(1)).

This is a threshold question that must be checked early. If clearance is required and the parties close without it, the transaction does not acquire legal validity (Law No. 4054, Art. 7). An administrative fine of one per thousand of annual gross revenue is imposed, on each party in a merger and only on the acquirer in an acquisition (Art. 16); and if the Competition Board finds that the deal significantly impedes effective competition, it orders, together with the fine, the transaction to be terminated and its effects reversed (Art. 11). 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 lead to a fine and, where the deal harms competition, to the whole transaction being unwound.

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.

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 during the 30 days before the general assembly resolution of each company involved (TCC Art. 149(1)); small and medium-sized companies may waive this review if all shareholders approve (Art. 149(5)). The general assemblies must then approve the merger (Art. 151).

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 (TCC Art. 153(1)). For capital companies, the TCC allows a facilitated merger where, for example, the acquiring company holds all voting shares of the transferring company: the merger report, the review right and general assembly approval can then be dispensed with (Arts. 155-156), which suits intra-group reorganisations.

• Creditors who make a demand within three months of the merger becoming legally effective must have their claims secured by the acquiring company (TCC Art. 157(1)).
• Employees: where a workplace is transferred, the employment contracts pass to the transferee with all rights and obligations (Article 6 of Labour Law No. 4857). In a statutory merger, TCC Art. 158(4) applies Art. 178: the contracts pass unless the employee objects, and if the employee objects the contract ends at the end of the statutory notice period.
• Shareholders who were liable for the transferred company’s debts before the merger remain liable afterwards for debts that arose, or whose cause arose, before the merger resolution was announced; these claims become time-barred three years after that announcement, or, for claims falling due later, three years after their due date (TCC Art. 158(1) and (2)).

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.

• Corporate Law in Türkiye: Corporate governance, board liability, and compliance under TCC No. 6102.
• Tax Law in Türkiye: Corporate income tax, VAT, withholding on cross-border payments, and tax disputes.
• Personal Data Protection (KVKK): Data privacy due diligence, VERBİS compliance, and employee data integration.
• Corporate Shareholder Disputes & Joint Ventures: Minority protections (TCC 411), General Assembly annulment (TCC 445), and board liability (TCC 553).
• Company & Business Formation: Setting up Turkish Joint Stock (A.Ş.) and Limited (Ltd. Şti.) companies for foreign investors.
• Legal Matters in Istanbul for Foreign Clients and Companies: Bilingual corporate governance, MERSİS compliance, and commercial court representation.