Buying a business in Turkey in 2025 presents unique opportunities for both local and international investors. Our English-speaking lawyers will show you how to acquire a business successfully and avoid common pitfalls. Whether you’re considering an established company or a new investment, this post will help you make informed decisions and navigate the Turkish market’s legal landscape.
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Why Buy a Business in Turkey?
Turkey offers a strategic location bridging Europe and Asia, a dynamic market, and a pro-investment legal environment. Purchasing an existing business allows you to bypass the challenges of starting from scratch, benefit from immediate cash flow, and leverage established networks—all while enjoying access to Turkey’s growing economy.
Defining Your Acquisition Strategy
Before embarking on the acquisition journey, a clear strategy is paramount. This involves identifying your target industry, desired business size, and specific acquisition goals. Are you looking for market entry, expansion, or diversification?
Understanding these objectives will shape your search and due diligence process. Consider factors like market share, competitive landscape, and potential synergies with your existing operations.
Step-by-Step Guide: How to Buy a Business in Turkey
1. Define Your Acquisition Strategy
Decide whether you want to invest via share purchase, asset purchase, or merger. Each method has distinct legal and tax implications. Most foreign buyers prefer share purchases since it provides ownership of the business and its assets, but asset purchases can sometimes reduce liabilities.
2. Conduct Thorough Due Diligence
Due diligence is essential before any acquisition. This includes reviewing:
- Financial statements and tax records
- Legal compliance
- Employment contracts and outstanding obligations
- Licenses, permits, and intellectual property
- Existing litigation and debts
Due diligence is the bedrock of any successful acquisition. It’s a thorough investigation into the target company’s financial, legal, operational, and commercial aspects. In Turkey, this process is particularly crucial due to specific local regulations and practices. Our team at Akkas & Associates Law Firm conducts exhaustive due diligence, covering:
- Financial Due Diligence: Reviewing financial statements, tax records, asset valuations, liabilities, and cash flow projections. This aims to verify the company’s financial health and identify any hidden financial risks.
- Legal Due Diligence: Examining corporate documents, contracts, intellectual property, litigation history, permits, and compliance with Turkish laws. This includes scrutinizing employment contracts, ensuring proper licenses are in place, and identifying any pending legal disputes. For more detailed information on corporate legal aspects, you may find our article on Turkish Company Details: Establish Your Company in Turkey helpful.
- Operational Due Diligence: Assessing the efficiency of business processes, supply chain, human resources, and IT infrastructure.
- Commercial Due Diligence: Analyzing market position, customer base, competitive landscape, and growth prospects.
Thorough due diligence mitigates risks and provides a realistic valuation of the target business. Neglecting this phase can lead to significant post-acquisition challenges.
Consulting an expert Turkish business lawyer is vital during this process to identify hidden risks and safeguard your investment. You can read more about due diligence in the acquisition process in Turkey.
3. Get Essential Documents in Order
Foreign buyers typically need:
- Translated and notarized copies of passports
- Passport photos
- Turkish tax identification number
- Power of Attorney for their legal representative
Additional documents may be required based on the business structure.
4. Negotiate the Transaction
Negotiate terms directly or through brokers. Key documents include:
- Letter of Intent
- Share Purchase Agreement (SPA)
- Asset Transfer Agreement (where applicable)
- Board and general assembly resolutions for approval
This phase involves intensive negotiations between the buyer and seller, often with the assistance of legal counsel. The Letter of Intent evolves into a definitive Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA). These agreements are complex legal documents that meticulously detail:
- The parties involved and the assets/shares being transferred.
- Purchase price, payment terms, and conditions precedent.
- Representations and warranties of both parties.
- Indemnities for specific liabilities.
- Closing conditions and post-closing obligations.
Our expertise in Turkish corporate law ensures that these agreements are robust, legally sound, and protect our clients’ interests.
5. Regulatory Approvals and Notary Procedures
Acquisitions in Turkey may require various regulatory approvals. Depending on the size and nature of the transaction, this could include approval from the Turkish Competition Authority (Rekabet Kurumu), especially if certain turnover thresholds are met. Sector-specific approvals might also be necessary for regulated industries like banking or energy. Ensuring compliance with these regulations is vital to prevent delays or penalties.
Once all conditions precedent are met and approvals obtained, the closing takes place. This involves the transfer of shares or assets, payment of the purchase price, and the formal execution of all necessary documents. The change of ownership is then registered with the relevant Turkish authorities, primarily the Trade Registry Office.
6. Transfer and Registration
For joint-stock and limited liability companies, share transfers must be registered in the share ledger and, if required by the Articles of Association, approved by the general assembly. The changes are then published in the Turkish Trade Registry Gazette.
7. Post-Acquisition Steps
After closing the deal, focus on:
- Integrating management and employees
- Renegotiating ongoing contracts
- Ensuring compliance with Turkish labor and tax laws
The acquisition doesn’t end at closing. Successful integration is crucial for realizing the full value of the transaction. This involves merging operations, integrating IT systems, aligning organizational cultures, and retaining key talent. Effective post-acquisition planning minimizes disruption and maximizes the synergies identified during the strategic phase.
Legal Structures Commonly Used
| Business Form | Minimum Capital (TRY) | Foreign Ownership Allowed | Notes |
|---|---|---|---|
| Limited Liability Company | 50,000 | Yes | Most common for foreign investors |
| Joint Stock Company | 250,000 | Yes | Suitable for large-scale investments |
| Sole Proprietorship | Not set | Yes | Unlimited liability; small-scale use |
For more on forming a company, see How to Obtain a Shelf Company in Turkey.
Pros and Cons of Buying an Existing Business
Advantages:
- Immediate access to customers, suppliers, and infrastructure
- Existing revenue and market presence
- More straightforward financing through financial history
Disadvantages:
- Large upfront investment
- Possible hidden debts or legal disputes
- Existing contracts or employee challenges that must be managed
FAQs About Buying a Business in Turkey
Q1: Can foreigners buy a business in Turkey? A1: Yes, foreign investors can generally buy businesses in Turkey. The Foreign Direct Investment Law No. 4875 treats foreign investors equally to domestic investors.
Q2: What are the most common legal structures for acquiring a business in Turkey? A2: The most common structures are acquiring shares of an existing Turkish company (Share Purchase) or acquiring specific assets of a business (Asset Purchase). Mergers are also possible under the Turkish Commercial Code.
Q3: Is due diligence mandatory when buying a business in Turkey? A3: While not strictly legally mandatory in all cases, comprehensive due diligence is highly advisable to uncover potential risks and liabilities, ensuring an informed decision.
Q4: What are the typical timelines for a business acquisition in Turkey? A4: The timeline varies significantly depending on the complexity of the transaction, the size of the business, and the number of regulatory approvals required. It can range from a few months to over a year.
Q5: What are the key taxes involved in a business acquisition in Turkey? A5: Key taxes may include corporate income tax on capital gains for the seller, stamp duty on agreements, and VAT on asset transfers. Specific tax implications should be assessed by tax advisors.
Q6: Do I need a local lawyer to buy a business in Turkey? A6: Engaging experienced local legal counsel is highly recommended. Turkish corporate and commercial law can be complex, and a local law firm like Akkas & Associates can navigate the intricacies and protect your interests. For more on how we assist with company formation, see our article on Doing Business in Turkey.
Q7: Are there any restrictions on foreign ownership in certain sectors? A7: While generally liberal, some sectors like banking, energy, and telecommunications may have specific regulatory requirements or ownership restrictions for foreign investors.
Reach us to Buy a Business in Turkey
Successfully acquiring a business in Turkey requires expert legal guidance to navigate complex regulations, ensure compliance, and protect your investment interests. The acquisition process involves multiple legal, financial, and operational considerations that demand professional expertise and local market knowledge.
At Akkas & Associates Law Firm, we have been guiding clients through successful business acquisitions in Turkey since 1992. Our experienced team understands the intricacies of Turkish business law and provides comprehensive support throughout the entire acquisition process.
Contact Akkas & Associates Law Firm today to discuss your business acquisition plans and ensure a smooth, legally compliant transaction that protects your interests and maximizes your investment potential.
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