Employment and SGK issues in Turkish M&A transactions rarely sit in the spotlight at the start of a deal. They should. The official Invest in Türkiye guide on establishing a business confirms that foreign investors operate under the same rights and liabilities as local investors, which means buyers inherit the same labour, payroll, and registry discipline once they enter the file. If you need the wider transaction picture first, Corpenza's Turkey M&A guide, real-estate M&A note, and post-acquisition integration guide are the right companions.
The practical point is simple. A clean cap table does not protect a buyer from weak employee files, SGK reporting gaps, or payroll practices that were tolerated before signing. Those issues surface after closing, when the new owner wants to integrate management, reset authorities, or rationalize headcount. By then, price protection is harder.
What do employment and SGK issues actually mean in a Turkish M&A transaction?
They mean the deal team has to test more than corporate approvals. The buyer needs to understand whether employee contracts move, whether old payroll and SGK liabilities can still bite after closing, and whether any filing or restructuring step will change the timetable. In many Turkish deals, that work shapes the SPA as much as tax or corporate diligence does.
On smaller acquisitions, the weak spot is often not the law itself. It is missing process. The seller may have paid staff on time but kept scattered personnel files, inconsistent job titles, or unresolved SGK reconciliations. A buyer who only checks salary totals can miss the real exposure.
How does the answer change between a share deal and a workplace transfer?
The distinction matters because Article 6 of the official Labour Law No. 4857 text published by the Ministry of Labour regulates what happens when a workplace or part of a workplace is transferred through a legal transaction. The law says existing employment contracts transfer to the transferee with their rights and obligations, and it keeps service dates tied to the employee's original start date with the transferor.
That is why buyers should separate two questions early. First, is the legal employer staying the same company after a share purchase? Second, is the business itself, or a business unit, being transferred in a way that triggers Article 6? If the team mixes those two ideas, the labour analysis becomes noisy fast.
The same Article 6 also says the transferor and transferee are jointly liable for debts that arose before the transfer and were payable on the transfer date, with that shared liability running for two years. So the buyer is not only asking whether staff move. The buyer is asking which historical liabilities stay alive long enough to matter commercially.
Can the seller or buyer dismiss employees simply because the deal happened?
No. The official Labour Law text states that neither the transferor nor the transferee may terminate employment contracts solely because of the workplace transfer, and the transfer itself does not create a justified termination reason for the employee. That is one of the clearest labour rules in the Turkish deal file.
In practice, that does not mean post-close restructuring is impossible. It means the buyer needs a separate labour rationale and a separate timing plan if roles, reporting lines, or headcount will change. The discipline here is operational: map the reorganization before signing, not after the new owners arrive.
What should be reviewed in SGK and payroll files before signing?
Review the SGK file as if it were a closing condition, not an admin footnote. The official SGK guidance on workplace, employer, and workplace notification says that an employer taking over a workplace with insured employees must submit the workplace declaration electronically within the periods stated in Article 11 of Law No. 5510. That makes workplace-registration hygiene part of execution risk.
A practical buyer checklist usually includes payroll registers, employee headcount by site, open leave balances, severance accrual logic, subcontractor use, pending labour claims, and SGK reconciliation status. Add signatory powers and branch structure too. A plant, warehouse, or multi-site operation can carry more than one operational payroll story.
| Control point | Why it matters in the deal |
|---|---|
| Personnel files | Confirms title, start date, compensation basis, and whether the workforce map matches management's story. |
| SGK registration trail | Shows whether workplace and insured-employee reporting is clean enough for closing and transition. |
| Payroll and accruals | Tests whether unpaid items, leave balances, or under-provisioned labour costs should affect price or indemnities. |
| Subcontractor structure | Helps identify hidden labour exposure sitting outside the direct employee list. |
How should employment and SGK issues shape the SPA and closing plan?
They should shape reps, indemnities, closing deliverables, and transition timing. A buyer that already sees payroll clean-up, SGK filing work, or site-by-site employee reconciliation ahead should write that reality into the document set instead of hoping the issues disappear during handover.
On Turkish deals, this usually means asking for a sharper employee schedule, a defined responsibility split for pre-close filings, and a practical integration calendar for HR, payroll, and authority changes. The Competition Authority's 11 February 2026 M&A update is a useful reminder that transaction timing can already move because of regulatory thresholds, so labour and SGK steps should be planned on the same calendar.
If the file is messy, the clean answer is to price the mess. Holdbacks, specific indemnities, or a longer transition period can be cheaper than pretending a weak labour file is a minor post-close task. If you need execution support, Corpenza's payroll team and transaction support team can work from the same checklist.
FAQ
Does every Turkish share deal trigger an employee transfer?
No. The first legal question is whether the employer entity stays in place or whether a workplace or part of a workplace is being transferred in a way that brings Article 6 into play.
Can old SGK issues survive closing?
Yes. That is exactly why buyers review SGK registration and payroll evidence before signing rather than treating it as back-office cleanup.
Is a workplace transfer enough reason to dismiss staff?
No. The official Labour Law text says the transfer itself is not, by itself, a valid dismissal reason.
What is the most common diligence mistake here?
Looking only at salary totals. The risk usually sits in service dates, accrued rights, filing hygiene, subcontractor structure, and who actually works at each site.
Is this legal or tax advice?
No. This is general information. Turkish labour, payroll, and SGK analysis depends on the deal structure and the target's real operating file.
This is general information, not legal or tax advice. Employment, payroll, and social-security exposure in Turkish M&A transactions depends on the structure and the facts of the target business.
