Date
02.08.2025
Acquiring a company in Türkiye can be an efficient way to enter the market, gain access to licenses, contracts, or real estate, and benefit from an existing operational structure. However, such transactions often involve legal and financial risks that are not immediately visible. Hidden liabilities—such as unpaid taxes, undisclosed debts, or pending litigation—can seriously affect the value of the investment and lead to unexpected financial exposure for the buyer after closing.
One of the most common risks for buyers relates to public debts. In Türkiye, unpaid tax obligations, social security premiums, and certain administrative fines can attach to the company itself, regardless of any change in ownership. This means that even if the buyer was unaware of these liabilities, they may still become responsible after the acquisition. In some cases, these debts may not appear in standard financial reports, making them harder to detect without a comprehensive due diligence process.
Legal due diligence plays a central role in identifying these risks. It typically includes a review of the company’s corporate structure, shareholder records, commercial contracts, labor law compliance, litigation history, and regulatory filings. A well-executed due diligence process allows the buyer to assess not just the financial position of the target company, but also any legal issues that may affect future operations, such as invalid permits, employee lawsuits, or breach-prone contracts. If necessary, red flags identified during due diligence can also be used as leverage in price negotiations or to structure post-closing safeguards.
The structure of the transaction also determines the buyer’s level of risk. In share purchases, the legal entity remains intact and all liabilities—whether disclosed or hidden—remain with the company. This makes it essential to draft a clear and well-balanced share purchase agreement (SPA) that includes appropriate representations, warranties, indemnities, and escrow mechanisms. In asset purchases, the buyer acquires selected assets while leaving liabilities behind. However, certain obligations—such as employee rights or tax claims tied to transferred assets—may still follow the transaction depending on the structure, and must be evaluated on a case-by-case basis. Beyond the agreement itself, practical implementation is just as important. Steps such as properly registering the share transfer, updating signature authorities, and notifying trade registries, tax offices, and banks are essential to secure control and avoid administrative delays. These formalities also provide proof of legal continuity and protect the buyer in future disputes. In transactions involving foreign investors, additional attention should be given to currency controls, cross-border payments, and applicable regulatory approvals, if any.
At SKA Law, we provide comprehensive legal support for clients involved in company acquisitions in Türkiye. We begin by conducting detailed legal due diligence to identify potential risks and hidden liabilities, including tax exposure, employment issues, and unresolved disputes. Based on our findings, we advise on the most appropriate deal structure—whether through a share or asset transaction—and draft the necessary agreements with carefully tailored protections such as representations, warranties, indemnities, and conditions precedent. We also handle post-closing formalities, including registry updates, corporate authorizations, and regulatory filings. Our aim is to ensure that our clients can complete the acquisition process with full legal clarity and confidence, avoiding unnecessary risks and securing a stable transition into ownership.
One of the most common risks for buyers relates to public debts. In Türkiye, unpaid tax obligations, social security premiums, and certain administrative fines can attach to the company itself, regardless of any change in ownership. This means that even if the buyer was unaware of these liabilities, they may still become responsible after the acquisition. In some cases, these debts may not appear in standard financial reports, making them harder to detect without a comprehensive due diligence process.
Legal due diligence plays a central role in identifying these risks. It typically includes a review of the company’s corporate structure, shareholder records, commercial contracts, labor law compliance, litigation history, and regulatory filings. A well-executed due diligence process allows the buyer to assess not just the financial position of the target company, but also any legal issues that may affect future operations, such as invalid permits, employee lawsuits, or breach-prone contracts. If necessary, red flags identified during due diligence can also be used as leverage in price negotiations or to structure post-closing safeguards.
The structure of the transaction also determines the buyer’s level of risk. In share purchases, the legal entity remains intact and all liabilities—whether disclosed or hidden—remain with the company. This makes it essential to draft a clear and well-balanced share purchase agreement (SPA) that includes appropriate representations, warranties, indemnities, and escrow mechanisms. In asset purchases, the buyer acquires selected assets while leaving liabilities behind. However, certain obligations—such as employee rights or tax claims tied to transferred assets—may still follow the transaction depending on the structure, and must be evaluated on a case-by-case basis. Beyond the agreement itself, practical implementation is just as important. Steps such as properly registering the share transfer, updating signature authorities, and notifying trade registries, tax offices, and banks are essential to secure control and avoid administrative delays. These formalities also provide proof of legal continuity and protect the buyer in future disputes. In transactions involving foreign investors, additional attention should be given to currency controls, cross-border payments, and applicable regulatory approvals, if any.
At SKA Law, we provide comprehensive legal support for clients involved in company acquisitions in Türkiye. We begin by conducting detailed legal due diligence to identify potential risks and hidden liabilities, including tax exposure, employment issues, and unresolved disputes. Based on our findings, we advise on the most appropriate deal structure—whether through a share or asset transaction—and draft the necessary agreements with carefully tailored protections such as representations, warranties, indemnities, and conditions precedent. We also handle post-closing formalities, including registry updates, corporate authorizations, and regulatory filings. Our aim is to ensure that our clients can complete the acquisition process with full legal clarity and confidence, avoiding unnecessary risks and securing a stable transition into ownership.
