Mergers and acquisitions in Turkey move well when the buyer treats the deal as a legal and operational file, not only a price discussion. In 2026, the usual delays are competition filing, property checks, tax modeling, and the target’s hidden liabilities. Foreign buyers who map those points early usually keep the timetable under control.
What should a foreign buyer check first?
The first step is a clean map of what you are buying, who owns it, and which approvals sit outside the SPA. I want the cap table, corporate organs, licenses, litigation, tax position, employee picture, and any real estate on one page before anyone talks about signing. If the buyer is using a new Turkish vehicle, start with company formation and accounting support as well.
That sounds basic, but it stops avoidable mistakes. A share transfer can look simple and still hide a board approval, a sector rule, or a missing consent that pushes closing back by weeks.
Share deal or asset deal?
Share deals usually move faster because you buy the company itself, with contracts and history attached. Asset deals are cleaner if you want selected assets only, but they demand more transfers and more consents. Foreign buyers should choose the structure based on risk, not habit.
| Deal type | What you buy | Why it matters |
|---|---|---|
| Share deal | The shares of the target company | Usually faster, but historical liabilities stay inside the company |
| Asset deal | Selected assets, contracts, or business lines | Cleaner target scope, but more transfer work and more third-party consents |
| Hybrid structure | A mix of shares and carved-out assets | Useful when one asset block needs a different risk or tax treatment |
In practice, the right answer depends on the target’s contracts, permits, and employee base. If the business needs to keep running on day one, a share deal is often easier. If the buyer only wants one plant, one brand, or one product line, an asset deal can be cleaner.
When does competition law matter?
Competition law matters when the deal falls under the Turkish Competition Authority’s notification rules or when the structure could significantly lessen effective competition. The Authority’s 11 February 2026 update raised the standard thresholds to TL 1 billion, TL 3 billion, and TL 9 billion, with a TL 250 million test for technology undertakings based in Türkiye. If you are near any of those numbers, check before signing.
The legal basis is Article 7 of Act No. 4054, which treats mergers and acquisitions that significantly lessen competition as prohibited. Read it together with the Authority’s update page, not with old market chatter.
Official sources: Rekabet Kurumu, Mergers and Acquisitions Legislation Updated! and Rekabet Kurumu, Act No. 4054.
What if the target owns land or a factory?
If the target owns land, warehouses, or a factory site, treat the property layer as a separate workstream. Türkiye’s Investment Office says foreign natural persons can acquire real estate up to 30 hectares, while foreign legal persons are limited to trading companies with legal personality. Companies in Türkiye with foreign capital may also need permissions in restricted zones.
That matters because the property file can slow the deal more than the company file. If foreign investors hold 50% or more of the shares, or can appoint and dismiss the majority of the board, the company is treated as foreign-owned for this rule. In a sensitive location, governor’s office or General Staff permission may be needed.
Official source: Invest in Türkiye, Acquiring Property and Citizenship.
What changes after closing?
Closing is not the end. After signing, you still need tax review, HR follow-through, banking, accounting setup, and sometimes compliance cleanup. The Investment Office’s Tax Guide organizes the tax side under income tax, corporate tax, and VAT. That is why buyers often bring in tax optimization and audit and compliance before day one.
If key managers will relocate, add residence permit support to the plan. A deal can be signed in a week and still stall if the people who need to run it cannot stay in the country cleanly.
FAQ
Do foreign buyers need a local partner?
Not by default. The real question is whether the target sits in a regulated sector or owns assets that trigger separate approvals.
Is a share deal always safer?
No. A share deal keeps the company intact, but that also means you inherit the company’s history. The safer structure is the one that fits the risk you are willing to carry.
Can a Turkish acquisition be blocked for competition reasons?
Yes. If the transaction falls under the notification rules and the threshold or competition test is not satisfied, the deal cannot be treated as a simple closing exercise.
Should I buy through a new Turkish company?
Sometimes. It depends on tax, financing, and the target’s liability profile. If the acquisition vehicle matters, build that structure early.
This is general information, not legal or tax advice. Rules change and the facts of your file matter.
If you want a direct file review, talk to Corpenza.
