When a foreign group instructs me to buy or sell a business in Turkey through its Turkish subsidiary, I find that the questions that decide the timetable are not in the purchase agreement but around it: whether the subsidiary's own board can sign or its general meeting must resolve, whether the share transfer needs a notary and the other shareholders' approval, whether the deal must be notified to the Competition Board before closing, and which debts, employees and permissions travel with the assets. The Commercial Code answers each of these with a specific article, and the answers differ between a joint stock company and a limited liability company, between an asset deal and a share deal, and between a Turkish buyer and a foreign-controlled one. This page sets out the rules from the statutes, in the order a transaction meets them, and ends with the conditions precedent a company should write into the agreement so that the closing does not depend on an approval nobody asked for.
Sources, checked 11 September 2026. Turkish Commercial Code No. 6102, Articles 11, 370, 371, 375, 408, 489, 490, 595, 616 and 625; Turkish Code of Obligations No. 6098, Articles 202 and 203; Law on the Protection of Competition No. 4054, Article 7, and Communiqué No. 2026/2; Labour Law No. 4857, Article 6; Land Registry Law No. 2644, Articles 35 and 36; Notaries Law No. 1512, Article 60.
Inside the company: who must approve
The first approval is the company's own. In a joint stock company, Article 408(2)(f) of the Commercial Code reserves to the general meeting, as a power it cannot delegate, the wholesale sale of a significant amount of the company's assets; a board that sells the operating business without a general meeting resolution acts outside its powers, whatever the trade registry says about its signature authority, and Article 375 keeps the board's own non-delegable powers, including the top-level management and the appointment of managers, out of any delegation. In a limited liability company, Article 616(1)(g) reserves to the general meeting the approval of transfers of the company's own capital shares, and Article 616(2) makes other approvals non-delegable where the articles provide for them, including approval of managers' acts and decisions on pre-emption and call rights; Article 625 lists the managers' non-delegable powers in parallel with Article 375. Neither Code article names a threshold for what is significant, so the question is decided on the facts, and a buyer protects itself by asking for the resolution whenever the assets sold are a business rather than an item. The signature itself follows the rules on the signing authority page: double signature unless the articles say otherwise, acts outside the business scope binding unless the buyer knew, and internal limits ineffective against a buyer in good faith except registered joint signature and branch limits under Article 371(3). A single-shareholder company contracting with its own shareholder needs writing under Articles 371(6) and 629(2).
Asset deal: what passes and who stays liable
A transfer of a commercial enterprise as a whole is governed by Article 11(3) of the Commercial Code: the enterprise may be transferred as a whole without separate acts of disposal for each asset, the transfer contract is presumed, unless otherwise agreed, to include the fixed assets, the goodwill, the lease rights, the trade name and other intellectual property rights and the assets permanently dedicated to the enterprise, and the contract and any other contract concerning the enterprise as a whole must be in writing and registered and announced in the trade registry. Article 202 of the Code of Obligations then fixes the creditors' position: a person who takes over a business or an estate with its assets and liabilities becomes liable to the creditors for the debts from the date it notifies them or announces the transfer, in the Trade Registry Gazette for commercial enterprises, and the transferor remains jointly and severally liable for two years, running from the notice or announcement for debts already due and from maturity for later ones, with the two years not starting at all until the acquirer has given the notice or made the announcement. Article 203 applies the same rules to mergers of enterprises. Under Article 6 of the Labour Law the employment contracts existing at the workplace or the part transferred pass to the acquirer with all rights and obligations, seniority is counted from the start with the transferor, transferor and acquirer are jointly liable for debts due at the transfer with the transferor's liability limited to two years, and neither may terminate solely because of the transfer. Real estate passes only at the land registry, where Article 36 of the Land Registry Law applies to a Turkish company in which foreign persons hold fifty per cent or more of the shares or the power to appoint or remove the majority of managers: such a company may acquire real estate to carry out the activities stated in its articles, acquisitions in military zones and special security zones need the permission of the General Staff or the governor, and the same regime applies where foreign ownership of a real estate-owning company reaches fifty per cent through a share transfer. Under Article 60 of the Notaries Law a notary may also conclude a real estate sale and annotate it at the registry.
| Question | Asset deal | Share deal |
|---|---|---|
| Approval inside a joint stock seller | General meeting for a wholesale sale of significant assets, Art. 408(2)(f) | Board, unless the articles restrict transfers |
| Approval inside a limited liability company | Managers; general meeting where the articles require it, Art. 616(2) | General meeting approval of the transfer, Art. 595(2) and 616(1)(g) |
| Form | Written contract for an enterprise as a whole, registered and announced, Art. 11(3); land registry for real estate | Written contract with notarised signatures for limited liability shares, Art. 595(1); endorsement and delivery for registered shares, Art. 490(2); Central Registry notification for bearer shares, Art. 489 |
| Creditors | Acquirer liable from notice or announcement; transferor jointly liable for two years, Code of Obligations Art. 202 | Unaffected; the company remains the debtor |
| Employees | Pass with the workplace; joint liability for two years; no termination for the transfer, Labour Law Art. 6 | Unaffected |
| Merger control | Notification before closing where Communiqué 2026/2 thresholds are met and control is acquired | Same |
| Foreign control and real estate | Land Registry Law Art. 36 regime for the acquiring company | Same regime where foreign ownership of a real estate-owning company reaches fifty per cent |
Share deal: form and approvals
In a limited liability company, Article 595 governs: the transfer of a capital share and any undertaking to transfer must be in writing with the parties' signatures notarised; the transfer contract must state any additional payment or ancillary obligations, any aggravated or extended non-compete, and any rights of first offer, pre-emption, call and put rights and penalty clauses; unless the articles provide otherwise, the transfer needs the approval of the general meeting and becomes effective only with it; the general meeting may refuse without giving reasons unless the articles say otherwise; the articles may prohibit transfers altogether, in which case the shareholder keeps the right to exit for just cause; approval may be refused where security demanded from a doubtful acquirer under additional payment obligations is not given; and approval is deemed given if the general meeting does not refuse within three months of the application. The transfer is then entered in the share ledger and the trade registry. In a joint stock company, Article 490 makes registered shares transferable without restriction unless the law or the articles provide otherwise, by endorsement of the share certificate and transfer of possession, and Article 489 makes the transfer of bearer shares effective against the company and third parties only on notification to the Central Registry Agency by the acquirer, without which the rights attached cannot be exercised. A share deal leaves the company's debts, employees, permits and contracts where they are, which is its advantage and its risk: the buyer inherits everything, including what the due diligence did not find.
Merger control
Article 7 of the Law on the Protection of Competition prohibits mergers and acquisitions of assets or shares, or of instruments conferring rights in management, that would significantly impede effective competition, in particular by creating or strengthening a dominant position, and leaves the Competition Board to set by communiqué which transactions must be notified and approved to become legally valid. Under Communiqué No. 2026/2, in force since 11 February 2026, a transaction must be notified before closing where the parties' combined Turkish turnover exceeds 3 billion Turkish lira and at least two parties each exceed 1 billion lira in Turkey, or where one party's worldwide turnover exceeds 9 billion lira and another party's Turkish turnover exceeds 1 billion lira, with a 250 million lira individual threshold for technology undertakings resident in Turkey. An asset deal is caught where it transfers control of a business, a share deal where it transfers control of the company; a transaction closed without a required clearance is not legally valid until cleared and exposes the parties to fines. The clearance belongs in the conditions precedent and in the timetable, because the Board's review runs from a complete filing.
Conditions precedent and the closing
A purchase agreement for a Turkish business should therefore condition closing on the seller's and, where relevant, the buyer's general meeting resolutions under Articles 408 or 616; on the limited liability company's approval of the share transfer under Article 595(2) or the lapse of three months; on the Competition Board's clearance where the thresholds are met; on the land registry's acceptance of the transfer and any Article 36 permission for real estate; and on the notarisation of the share transfer or the registration of the enterprise transfer under Article 11(3). At closing the buyer of assets gives the creditors' notice or Gazette announcement under Article 202 on the day, because its two-year clock does not start before; the buyer of shares files the registry entries; and both keep the resolutions and approvals, which are what a challenge to the transaction will be decided on. The structures a foreign group buys through are on the liaison office, branch and subsidiary page and the company formation page.
When the deal is challenged
A sale of significant assets without the general meeting resolution is challenged as an act outside the board's powers; a share transfer without the notarised form or without the general meeting's approval is ineffective under Article 595; a transaction closed without merger clearance is invalid until cleared; a creditor of the transferred business pursues the transferor for two years and the acquirer from the notice under Article 202; an employee dismissed for the transfer has a claim under Article 6 of the Labour Law. Tax on the transaction is set out on the corporate tax page, and the legal function these pages belong to on the outsourced legal counsel page.
Whose side we are on, and how we are paid
The seller's lawyer drafted the agreement for the seller and left the general meeting resolution out of the conditions. The broker wants the closing this month and did not ask about the Board. The buyer's regional manager signed the share transfer in the office without a notary and now holds a piece of paper. None of them is paid to tell you, before the closing, that the approval you did not obtain makes the transfer ineffective, that the debts of the business follow the assets for two years, or that the real estate in the deal needed a permission.
We take no commission or referral fee from brokers, advisers, notaries or counterparties, in any form, on any file. The fee you pay us is our only income from your matter, and it does not depend on whether the deal closes. Because our position does not move with the outcome, telling a buyer that the closing must wait for the Board, or a seller that its board cannot sign alone, costs us nothing to say.
One boundary, stated plainly. We are lawyers, not licensed investment advisers and not brokers. We do not value the business or advise whether to buy it. What we protect is the Turkish legal position: the approvals the Code requires, the form the transfer needs, the clearances and permissions that make it valid, and a file that shows they were obtained before the money moved.
Before the next acquisition or disposal
Send us the term sheet or the draft agreement, the articles of association of the companies involved, the registry extracts and the turnover figures of the parties. We will tell you which approvals, forms, clearances and filings the deal needs under Turkish law, in what order, and what must be in the conditions precedent. Our corporate work is described on the corporate law page.
What this page does not settle
Mergers, demergers and conversions under the Commercial Code, public takeovers and capital markets rules, tax structuring and the transfer taxes and duties on the transaction, sector approvals for banks, insurers, energy and telecommunications, foreign direct investment notifications, restrictions on share transfers in the articles, escrow arrangements, warranties and indemnities, and the conduct of litigation are separate subjects. The merger control thresholds are revised by communiqué and should be checked at the time of the deal.
