In this article
MisakLex • Corporate law • Updated: 13 September 2026
Acquiring a company with employees, customers, and recurring revenue may seem more attractive than starting a business from scratch. Yet, depending on the transaction structure, the buyer acquires not only the visible business but also risks carried over from the past. A tax audit arising after signing, the termination of a key customer contract, or a trademark registered in the seller’s name can alter the investment’s economic value.
An acquisition therefore involves more than price negotiations and notarial or registry formalities. The parties must identify what is being acquired, conduct legal and financial due diligence, allocate risks in the contract, and perform closing steps in the right order. The basic approach is the same for a domestic investor acquiring a Turkish family business and a corporate buyer from Russia or Central Asia: examine not only the accuracy of the seller’s information but also the available remedy if a risk materializes.
1. Buying shares is different from acquiring a business
In a share transfer, the company’s shareholders change while its legal personality continues. Its contracts, debts, standing as a party to litigation, and status as employer generally remain with the same legal entity. This may ensure business continuity, but it also means the company’s past is not erased. The new shareholder’s personal liability must be determined separately under the rules governing the company type and any special liability provisions. 1, 21,2
Different rules apply to the acquisition of a business or particular assets. The transfer of a commercial enterprise as a whole differs from the sale of a few machines. Articles 11 of the Turkish Commercial Code (TTK) and 202 of the Turkish Code of Obligations (TBK) may raise issues concerning the form of transfer, notice or announcement, and liability for business debts. A clause stating that “the seller bears the old debts” does not displace every statutory consequence as against creditors. 1, 31,3
For example, when the shares of a factory company are acquired, the employing company remains the same. If the factory business is transferred to another company, employment rules on a transfer of workplace must also be considered. Employees’ rights should not be assumed to disappear merely by agreement between buyer and seller. Tax outcomes, transferability of licences, and real estate procedures may also vary with the chosen structure. 44
The transaction structure should not be settled before due diligence is complete. A share transfer may sometimes facilitate the continuation of commercial relationships; at other times, buying selected assets better serves the business objective. The costs, liabilities, required approvals, and risk of business interruption should be compared for both options. Broad assumptions such as “buying assets is enough to avoid debts” or “a share transfer is always cheaper” are unreliable.
2. Verify what the seller can actually sell
The first stage examines current registry records, the articles of association, ownership documents, the share ledger, and capital transactions. It should establish whether the seller validly acquired the shares, whether they are pledged or subject to another right, and whether transfer restrictions apply. Registry information alone does not replace a full ownership review, particularly for shares of a joint-stock company. 11
The company’s asset list should also be compared with title documents. The warehouse it uses may be leased, its machines subject to finance leases, or its trademark registered in the founder’s name. A key item the buyer believes it is “buying with the company” may not belong to the company at all. A separate transfer, licence to use, or arrangement for contractual continuity may then be needed.
If a foreign company is seller or buyer, the authority of its signatory under the law of its home country must also be checked. Current company records, corporate resolutions, the chain of representation, and the scope of any power of attorney matter. Certification, apostille, and translation requirements depend on the country and document. Incorrect or incomplete authority documents can prevent completion even when commercial terms have been agreed. 55
3. Legal due diligence is more than a list of lawsuits
Legal due diligence is a systematic review of documents affecting the company’s ability to operate and preserve value. Corporate resolutions, material contracts, permits, employee relations, intellectual property, financing documents, and existing disputes are assessed together. Its scope should reflect the size and sector of the business; applying the same lengthy checklist to every company is insufficient.
In a software company, ownership of source code and contracts with developers may be decisive. In manufacturing, operating permits, environmental obligations, machine ownership, and supply contracts may be more prominent. For a property-heavy company, title records, encumbrances, zoning, and permitted use gain importance. Due diligence should be connected to the buyer’s purpose in acquiring the company.
The consistency of documents with actual operations should also be investigated. A relationship may continue despite the expiry of its written contract, or the company may work at a location other than its registered address. Neither situation necessarily prevents the deal, but pricing without understanding its consequences is risky. Findings should distinguish deficiencies that can be remedied, risks requiring contractual protection, and problems that could change the acquisition decision.
4. Why is a no-debt certificate insufficient on its own?
A tax or social security debt status certificate issued on a particular date provides information about records as of that date. It does not conclusively establish the absence of an unassessed liability, an ongoing audit, or an employee claim that may be brought later. Its date, the debt types covered, and the company’s earlier transactions must therefore be assessed together.
Debts to shareholders, advances, accounts with group companies, bank loans, and security given are especially important in financial due diligence. A guarantee for another company’s debt may not be readily apparent from the balance sheet. Besides litigation and enforcement proceedings, written claims and notices that have not yet become lawsuits should be reviewed. A seller’s statement that “the company has no lawsuits” does not prove there are no disputes.
Public debts are particularly important to someone acquiring an interest in a limited liability company. Article 35 of Law No. 6183 provides, subject to statutory conditions, for liability in proportion to the shareholding for public receivables that cannot be, or are found unlikely to be, collected from the company. The transferor and transferee may be jointly liable for receivables relating to the period before transfer. Without examining the relevant period and nature of the debt, one cannot say “debts from before my time do not concern me.” 2, 62,6
The seller’s undertaking to bear old debts may give the buyer a claim against the seller, but it does not itself extinguish the public authority’s statutory powers. Payment security, rather than just a contractual sentence, should therefore be considered for a risky debt. If the seller becomes unable to pay after receiving the price, even an extensive indemnity undertaking may have limited economic value.
5. The form of a share transfer depends on the company type
For a limited liability company share transfer, the statutory written form and notarization of signatures are important. Unless the articles of association provide otherwise, general meeting approval is required; contractual restrictions and statutory exceptions must also be examined. Signing the transfer agreement should not be assumed to complete ownership in every case. Approval, the share ledger, and registry steps belong in the same closing plan. 1, 71,7
For a joint-stock company, the relevant factors include whether share certificates have been issued, whether the shares are registered or bearer shares, and restrictions in the articles of association. The notarial form required for a limited liability company does not apply to every joint-stock company share transfer. Certificate delivery, endorsement, company consent, or notification to the Central Securities Depository may, however, be required. The statutory notification system for bearer share certificates must not be overlooked. 11
Release of any pledge over the shares, corporate approvals, and payment of the price should, as far as possible, be designed as interdependent steps. If the seller cannot provide an essential document after the buyer has paid the full price, an avoidable closing risk arises. Equally, the seller should not transfer the shares while the price remains unsecured.
6. Competition Board clearance and sector approvals
Not every company acquisition requires Competition Board clearance. Clearance may, however, be required for transactions that change control and meet the relevant conditions. The assessment is not confined to the sale price or the target’s standalone turnover; the turnover of the relevant economic groups and the transaction structure matter. Foreign status of the parties does not, by itself, exclude a Turkish clearance review. 88
Merger and acquisition rules were amended in February 2026, including updates to turnover thresholds and provisions concerning technology undertakings. An outdated checklist is therefore insufficient. The specific transaction should be assessed under the regulation in force and the updated guidelines. Where clearance is required, closing must be conditional on it and transfer of de facto control before clearance should be avoided. 8, 98,9
Share transfers or changes of control in banking, insurance, energy, or other regulated sectors may require additional authority approval. Holding a licence does not mean a company’s shares are freely transferable in all circumstances. The documents and uncertain timing of approval should be reflected in the contractual long-stop date.
7. Will important contracts continue after the transfer?
Even if the company remains the same after a share transfer, some contracts attach specific consequences to a change of control. A bank loan, distribution, franchise, licence, or major customer agreement may give the counterparty a consent or termination right. If much of the business’s revenue depends on one customer, such a clause becomes as important as price.
Buyers should therefore examine not only the expiry date but also early termination, exclusivity, non-compete, assignment, and change-of-control provisions. They should specify who will obtain necessary consents and when. An oral assurance that “the customer will stay” may not satisfy a contractual written-consent requirement. 33
For employees, salary, bonuses, unused leave, non-compete, and intellectual property arrangements also matter. The departure of a key manager may affect business value, but the risk cannot be solved by having employees sign documents that remove their statutory rights. Post-acquisition roles and incentives should be planned through lawful contracts. 44
8. How should price and indemnity protections be structured?
The parties must be clear about what their agreed figure represents. A single amount set without considering company debt, cash, working capital, and receivables from shareholders may lead to a closing dispute. If a price adjustment will apply, the accounts used, calculation date, and dispute resolution method must be set in advance.
The seller’s representations and warranties describe the conditions of the company that the seller guarantees. They may address share ownership, undisclosed debts, material contracts, and tax risks. Instead of relying on general contractual wording, however, the parties should adopt provisions tailored to risks identified in due diligence. A specific indemnity for a known tax dispute may be more useful than a general statement that “the company complies with the law.” 33
Claim notification periods, liability caps, exceptions, and the buyer’s duty to mitigate loss should be assessed as a whole. The effect of matters disclosed by the seller on the warranties must also be specified. An overly broad disclosure list could neutralize all protections; accepting no exceptions could make the deal commercially impossible. Balance should reflect the nature of the information and which party can manage the risk.
The parties may consider retaining part of the price subject to conditions, a bank guarantee, or an appropriate escrow account. The duration, release conditions, and operation during a dispute must be clear. Using the target company’s resources to fund the buyer’s purchase price requires separate assessment; the limits in Article 380 TTK on a joint-stock company financing the acquisition of its own shares must not be overlooked. 11
9. The period between signing and closing
Signing and completion may occur on different days. If the parties must await approvals, release of pledges, or consent under material contracts, they should regulate management of the company during that period. Borrowing outside the ordinary course, asset sales, or payments to shareholders may alter the value being acquired.
At the same time, protective rights given to the buyer must not amount to taking effective control of the company before required approvals. Sharing trade secrets, especially between competing businesses, also requires careful design. Limiting due diligence to what is needed and maintaining appropriate confidentiality protect the transaction and the company’s ongoing operations.
On closing day, the share-transfer documents, corporate resolutions, payment, bank authorizations, and document handover should be checked together. Notifications, management records, and contractual obligations must then be followed up. Handing over company keys and accounting passwords does not replace the legal closing file. A list of documents delivered and a written timetable to remedy omissions are needed.
10. If a minority stake rather than the entire company is acquired
Acquiring a company outright and investing for a small stake create different governance needs. A minority investor may not be able to determine every business decision alone. Alongside the percentage acquired, voting privileges, board representation, access to information, and participation in material decisions should be reviewed. The economic return on the price paid concerns not only a share of profits but also protection of the investment. 11
An investor acquiring thirty percent, for example, may accept that the remaining shareholder is the manager who signs all routine contracts. Even then, the parties should discuss controls over substantial borrowing, payments to related parties, and sales of key assets. Not every requested veto may be inserted without limit into the articles; statutory powers of corporate bodies and limits associated with the company type remain. Rights that a shareholders’ agreement creates only between its parties should also be explained separately.
Future capital increases, additional funding needs, and the investor’s eventual exit should be addressed during the transaction. If tag-along or conditional share-sale provisions are used, their conditions must be compatible with the statutory form of share transfer. Naming the mechanism in the agreement is insufficient: the parties should specify how an offer is notified, how the price is set, and how payment is secured.
The file the buyer will receive after due diligence should also be specified. The final agreement, schedules, disclosure letter, resolutions, approvals, and payment documents should be stored together. If a significant document seen during diligence becomes inaccessible after closing, proving a claim against the seller may be harder. It is useful to record the contents of the digital data room and when they were made available to the buyer.
Conclusion: Due diligence findings should be reflected in the contract
In a sound acquisition, the legal due diligence report is not a document left on a shelf. Its findings shape the price, transaction structure, closing conditions, and seller protections. For a buyer, the central question is not only whether a risk exists, but whether it can be accepted and managed. A document-based assessment helps domestic and foreign investors agree on clearer terms at the same table.
This article is for general information. No definitive conclusion on transfer formalities, approval requirements, or debt liability should be drawn without examining the company’s sector, finances, share type, and transaction documents.
Sources
Sources checked on 13 September 2026. Numbers in the text refer to the sources below.
[1] 6102 sayılı Türk Ticaret Kanunu. Relevant corporate-law provisions; legislative text with amendment notes, KS Law Mevzuat Access source
[2] 6183 sayılı Amme Alacaklarının Tahsil Usulü Hakkında Kanun, Article 35 and repeated Article 35. Legislative text with amendment and annulment notes Access source
[3] 6098 sayılı Türk Borçlar Kanunu. In particular Articles 26–27, 112, 202, and 581–603. Legislative text with amendment notes Access source
[4] 4857 sayılı İş Kanunu. In particular Articles 6–7. Legislative publication of the Ministry of Labour and Social Security Access source
[5] Presidency Investment and Finance Office. Türkiye’de İş Kurmak. Documentation and procedure framework for forming a company or branch Access source
[6] Revenue Administration. Tahsilat Genel Tebliği, Seri A Sıra No 1, pp. 28–32: limited liability company members. Only the relevant section was used; representative liability was separately checked against the Constitutional Court decision Access source
[7] Istanbul Chamber of Commerce. Limited Şirketler: kuruluş ve tescil işlemleri Access source
[8] Competition Authority. Birleşme ve Devralma Mevzuatı Güncellendi! 11 February 2026. Amendments to Communiqué No. 2010/4 by Communiqué No. 2026/2 Access source
[9] Competition Authority. Güncellenen Birleşme ve Devralma Kılavuzları Yayımlandı. 4 May 2026 Access source