Clear answers to the questions on your mind.

As a rule yes, but most relationships continue without interruption. In a merger, a demerger or a change of legal form, assets, rights and obligations pass to the new structure largely by universal succession under the Turkish Commercial Code (No. 6102). For employment contracts the transfer-of-workplace provisions in Article 6 of the Labour Law (No. 4857) apply: the employment relationship continues, with the employees’ rights and their accrued seniority preserved.The exposure sits in the commercial contracts. Ch…

For most steps, no. The greater part of the incorporation, tax and banking work can be done without you travelling, on a power of attorney issued at a consulate or executed abroad, apostilled under the Hague Convention and translated into Turkish. The Foreign Direct Investment Law (No. 4875) puts nothing in the way of a foreign investor incorporating remotely.There is one practical caveat, and it is a banking one rather than a legal one: some banks want the authorised signatory to attend once in person, for the ac…

Most provisions of a letter of intent are not binding, because until the final agreement the parties do not intend to be bound. But clauses such as exclusivity, confidentiality, cost-sharing and governing law and dispute resolution are deliberately drafted to bind, and breaching them can create liability under the Turkish Code of Obligations (No. 6098). Exclusivity in particular can narrow your negotiating room by stopping you talking to other buyers for a set period.There is a further point: under the principle o…

In a share transfer, employment contracts continue unchanged; the employer legal entity does not change. In an asset transfer, the rules on transfer of the workplace apply and the acquirer becomes the employer together with the existing rights. We design employee communications and the transition plan in step with the transaction timeline. In a workplace transfer, employees' rights accrued before the transfer pass to the acquirer, and the transferring employer remains jointly liable for those debts for two years.…

The review runs on a confidentiality agreement and on staged disclosure: the most sensitive material is opened only at later stages, once the transaction has shown it is real. The NDA carries binding obligations and a penalty clause under the Turkish Code of Obligations (No. 6098), and unlawful disclosure of a trade secret can also give rise to liability under the unfair competition provisions of the Turkish Commercial Code (No. 6102).Critical data — pricing, the customer list, a production method — is where neces…

The brand, technology and know-how contributed to the partnership must be clearly defined through licence agreements, and who retains ownership and what happens upon separation must be set down from the outset. Together with confidentiality and non-compete provisions, we protect your intellectual capital throughout the partnership and thereafter. Two steps make the protection concrete: register the rights formally — trademarks, patents and designs, under the Industrial Property Law (No. 6769) — so ownership is pro…

It depends on the transaction. A simple change of legal form — a limited liability company becoming a joint-stock company, say — is usually done within a few weeks. Mergers, demergers and forming a holding take a few months, because of the valuation, the interim balance sheet, the creditor-protection steps and the sequence of registrations they require.These follow the procedure in Article 134 and following of the Turkish Commercial Code (No. 6102), and the tax dimension — and where relevant the competition one —…

A promise to sell that is executed before a notary and annotated on the title deed provides the buyer with strong protection; it creates security against the property being sold to third parties. Promises that are unannotated or in ordinary written form, however, carry serious risk. We draw up the agreement correctly and secure its annotation. Its real strength is enforceability: once notarised and annotated, the promise lets you sue for compulsory registration of the transfer if the seller refuses to complete — y…

Before the first offer arrives — indeed, before you even start looking for a buyer. Pre-sale legal preparation — correcting records, closing off risks, setting up the data room — increases both the company's value and your bargaining power. In practice that means correcting the shareholding and title-deed records, completing corporate resolutions that were never taken, closing open risks and setting up an orderly data room — work that pre-empts what the buyer’s due diligence would otherwise turn up, and so reduces…

Rarely. Most of what due diligence turns up is used to reprice the transaction or to secure it, not to end it. A risk that has been identified can be managed through an adjustment to the purchase price, a condition precedent requiring it to be remedied before closing, a special indemnity aimed at that particular risk, or by holding part of the price in an escrow account under the Turkish Code of Obligations (No. 6098).The red flags that do end a transaction are usually of a different kind: a legal impediment that…

An equal-share structure does carry the risk of deadlock: when the partners cannot agree there is no majority to break the tie, and the company can stop being able to decide anything at all. But that risk is largely a drafting problem, and it can be managed.At formation we write the graduated mechanisms into the shareholders’ agreement — escalation to senior management, an independent board member or a neutral arbitrator, call and put options, and a last-resort exit route — so that each engages before the next bec…

No. The cooperation can be run through a joint company (an equity JV) or set up purely through a contractual structure. The choice is made according to the project's duration, the size of the investment, the allocation of liability and the tax implications. We lay out both models before you, with their pros and cons. The decisive practical difference is liability and exit. In a purely contractual structure — an ordinary partnership under the Turkish Code of Obligations (No. 6098) — the partners can bear unlimited,…

There is no minimum capital requirement aimed at foreign investors as such: the Foreign Direct Investment Law (No. 4875) puts a foreign investor on the same footing as a domestic one. The only floor is the statutory minimum every company has to meet under the Turkish Commercial Code (No. 6102) — TRY 50,000 for a limited liability company (Ltd. Şti.), TRY 250,000 for a joint-stock company (A.Ş.), and TRY 500,000 initial capital where a non-public joint-stock company opts into the registered-capital system (as of Ju…

Buy nothing without both a legal and a technical examination. On the title deed record, check that the property genuinely belongs to the seller, and look for every restriction sitting on it — mortgages, attachments, annotations, easements, and an annotation that the property is a family residence.From the municipality, examine the zoning status, the construction permit and the occupancy permit, and establish whether there is any risk of unpermitted building, or building that departs from the permit. Ask whether co…

A holding structure separates different businesses into different legal entities, which buys risk isolation, flexibility in how the group grows, and an easier route to bringing in new shareholders or investors.On the tax side, where the conditions are met, the participation exemption in Article 5 of the Corporate Tax Law (No. 5520) can make moving profit within the group more efficient — that is the specific advantage, rather than a general one. Against it sits the cost: extra accounting, audit and management over…

A well-drafted shareholders’ agreement deals with a partner’s default before it happens, and provides graduated consequences rather than one blunt instrument.The usual mechanisms are a period in which to cure the breach; a penalty clause under the Turkish Code of Obligations (No. 6098); temporary restriction of voting and management rights; set-off against dividends; a call option letting the other partner take over the defaulting partner’s shares; and, as a last resort, provisions for exit or expulsion. Built in…

The practical difference is the reach of liability. In a consortium each party is responsible only for the part of the work it has taken on, and each undertakes its own portion separately. In a joint venture the partners are responsible for the whole of the work together, and in most cases jointly and severally.That distinction matters most in public tenders. The Public Procurement Law (No. 4734) treats joint ventures and consortia as separate things, with different consequences for security, for liability and for…

Understating the price on the title deed looks like a saving on fees and is nothing of the kind. It is a tax problem first: the title deed fee is charged on the real price, so an understated figure means the fee is short, and that brings a tax penalty, late-payment interest and liability under the Tax Procedure Law.It is also an evidential problem, because a transaction recorded at an unreal price can be treated as simulated, which makes anything you later need to prove harder to prove. And it quietly removes the…

It is the seller having its own company reviewed before buyers arrive. Risks are identified and closed off in advance; the data room is set up ready and the process speeds up. The report can usually be put in front of several buyers at once, which is what makes a competitive sale process workable. Where more than one offer is expected, or the sale is time-sensitive, doing the review in advance is what protects against losing value and losing control of the process; the scope is set by the size of the transaction.…

The rent-increase mechanism, the term and renewal, eviction conditions, fit-out and reinstatement obligations, and the right of assignment are the critical provisions of a commercial lease. In long-term leases, an unbalanced clause generates cost for years. We optimise the agreement according to your position. One protection tenants often overlook: under the Turkish Code of Obligations (No. 6098) a roofed-workplace tenant has real security — the landlord can evict only on limited statutory grounds, and annual incr…

The duration varies according to the size of the transaction, the scope of the due diligence, and the approvals required. While relatively straightforward transactions can be completed within a few months, cross-border deals or large transactions subject to competition approval may take longer. At the start of the process we draw up a realistic timeline and plan the critical stages in advance.

Not every transaction is subject to approval; the need for approval depends on the parties' turnovers and on whether the thresholds under Law No. 4054 (Turkish Law on the Protection of Competition) are exceeded. For acquisitions that exceed certain turnover thresholds, notification to and approval from the Competition Board are mandatory. We carry out this assessment at the outset of the transaction and prepare the necessary applications.

Due diligence reveals the legal picture of the target company; it brings hidden debts, litigation risks, and contractual obligations to light. This review directly affects both the transaction price and the representations and indemnity provisions in the agreement. Sound due diligence minimises post-closing surprises.