A foreign buyer looking at Turkey usually starts from the market: who has bought, from where, at what value. The questions that decide the price and the date of completion come later. Will the owner sell at all? Which approvals does the transaction need? What do the accounts say once inflation is taken out? How does an agreement priced in euros or dollars work for a business that earns in lira? This guide takes them in the order a buyer meets them.
Most good companies are not for sale
The companies foreign buyers want most in Turkey are often owned by their founders or by a family, profitable and in no hurry to sell. They are rarely in a sale process. A buyer who wants one of them has to create the transaction: find the company, give the owner a reason to talk, and keep the conversation going until there is something to negotiate.
That changes how the price is set. Without an auction, the owner compares your offer with keeping the company, not with a rival’s bid. So the reason you give weighs as much as the multiple: what you would do with the company that its owner cannot do alone, and what happens to its name and its people.
It also changes the timetable, because the owner decides when to begin. Foreign buyers do close: since January 2023 our register records 321 transactions in Turkish companies with a buyer from abroad, from 52 countries, and in 179 of them the buyer took control.
Competition clearance: the thresholds since February 2026
Turkish merger control applies to a transaction that brings a lasting change of control, through shares, assets or a contract, when the parties’ turnover passes set thresholds. A minority stake is caught only if it brings control, alone or jointly, for example through rights that give decisive influence over who sits on the board or what it decides. On 11 February 2026 the Competition Authority set the current thresholds, in Communiqué No. 2026/2 amending Communiqué No. 2010/4. A transaction now needs the Competition Board’s approval if it meets either test below.
| Test | Thresholds | Note |
|---|---|---|
| A | Combined Turkish turnover of the parties above TRY 3bn, and at least two parties each above TRY 1bn in Turkey | Mergers and acquisitions |
| B | Turkish turnover of the business being acquired above TRY 1bn, and worldwide turnover of at least one other party above TRY 9bn | In a merger, the TRY 1bn applies to any one of the parties |
| Technology | The TRY 1bn thresholds in A and B apply as TRY 250m to the target | A target based in Turkey in digital platforms, software or games, financial technology, biotechnology, pharmacology, agricultural chemicals or health technology |
Communiqué No. 2010/4, Article 7, as amended by Communiqué No. 2026/2 (Official Gazette No. 33165, 11 February 2026). The buyer’s turnover counts its whole group; the target’s counts the target and the companies it controls.
Three points matter for planning.
- Approval is a condition of validity. Until the Board clears the transaction, expressly or by letting the review period pass, it has no legal effect. A buyer that completes without approval faces a fine of 0.1% of its annual gross revenue, and the Board can order the transaction unwound if it would significantly reduce competition (Law No. 4054, Articles 10, 11 and 16).
- The clock starts when the filing is complete. If the Board neither approves nor opens a final examination, the transaction takes legal effect 30 days after notification, and a notification counts from the day its information is complete. A final examination takes longer, and the transaction stays suspended until it ends (Law No. 4054, Article 10; Communiqué No. 2010/4, Articles 11 and 13).
- Small technology targets count. A Turkish software, games or fintech company with modest revenue can bring a large buyer’s acquisition into review from TRY 250m of turnover.
The Authority also publishes every notified transaction on its website, with the parties and their fields of activity (Communiqué No. 2010/4, Article 12). For a quiet transaction, the filing is the moment the market learns of it.
Foreign investment: national treatment, sector licences
The starting point is national treatment. The Foreign Direct Investment Law (No. 4875) provides that, unless an international agreement or a special law says otherwise, foreign investors are free to invest in Turkey and are treated equally with local investors. The law describes its own aim as replacing permits and approvals with an information system: foreign investors report statistical information on their investment. Net profit, dividends and the proceeds of a sale or liquidation may be transferred abroad freely through banks.
The approvals that matter come from the sector. Where the target holds a licence, or owns land in a sensitive area, the authority’s consent to the new owner can be the longest item on the timetable.
| Sector | Authority | What applies | Law |
|---|---|---|---|
| Banking | BDDK, the banking regulator | Approval to acquire 10% or more, or for a direct or indirect holding to cross 10%, 20%, 33% or 50% up or down; shares with board-nomination privileges need approval at any level | No. 5411, Art. 18 |
| Payment and e-money institutions | Central Bank of the Republic of Turkey | Approval at the same steps; an unapproved transfer cannot be entered in the share register | No. 6493, Art. 25 |
| Electricity | EPDK, the energy regulator | For a licence holder with a regulated tariff, approval for any change of control and any change of 10% or more of the capital (5% if listed); for any market participant, approval for a change in a plant’s ownership or right of use | No. 6446, Art. 5 |
| Broadcasting | RTÜK, the broadcasting regulator | Direct foreign capital in a broadcaster capped at 50%; one foreign shareholder may hold directly in at most two broadcasters | No. 6112, Art. 19 |
| Property in military or security zones | General Staff, or the provincial governor | Once foreign investors hold 50% or more of a company that owns property, it may hold property only for the activities in its articles, and property in these zones needs permission | No. 2644, Art. 36 |
Laws as published on mevzuat.gov.tr, read on 11 October 2026. Other regulated sectors have rules of their own; check them with counsel.
The sale of Paynet, a licensed payment company, to iyzico shows how long the approvals can run. The share purchase agreement was signed on 6 May 2024, subject to approval by the Competition Board and the central bank. The Board approved on 9 January 2025 and the central bank on 30 January 2025, nearly nine months after signing. A transaction that needs only the Competition Board can move faster: Aareon’s purchase of Apsiyon, a property-management software company, was announced on 19 November 2025, and its clearance by the Competition Board was reported on 5 January 2026. Our note on payment companies sets out the licence rules in that sector.
The accounts: restated for inflation since 2023
Companies that report under Turkish Financial Reporting Standards (TFRS), or under the standard for large and medium-sized companies (BOBİ FRS), restate their financial statements for inflation for every annual period ending on or after 31 December 2023. The Public Oversight Authority (KGK), which sets these standards, made this the rule, under TMS 29, Financial Reporting in Hyperinflationary Economies, and the matching section of BOBİ FRS; a sector regulator may set its own date for the companies it supervises.
What it does to the numbers: every figure is stated in the purchasing power of the lira at the reporting date, using the consumer price index published by TÜİK. Income and expenses are restated from the month they occurred, so growth in the restated accounts is growth after inflation. Plant and inventory carried at cost, and equity, are restated; cash, receivables and debt are not, and the gain or loss from holding them through the year appears on its own line in the income statement, the net monetary position. Comparative years are restated too, so last year’s published figures will not match this year’s comparatives.
Two consequences for a buyer. First, the tax books tell a different story. The tax law required an inflation adjustment of the tax balance sheet at 31 December 2023 and again for 2024, then suspends it for the 2025, 2026 and 2027 accounting periods, which the President may extend by up to three more (Tax Procedure Law No. 213, provisional articles 33 and 37). For most companies, the tax accounts carry no adjustment after 31 December 2024 while the TFRS accounts go on being restated. Second, the owner may run the business on management accounts that are neither. Ask early for all three sets, with a reconciliation between them, and for monthly figures converted into your currency at a stated rate. Our valuation guide sets out how Turkish companies are valued, including the currency of the projections.
Deal structure as it is practised
Shares rather than assets
An asset purchase does not leave the past behind as cleanly as buyers sometimes expect. A buyer that takes over a business with its assets and liabilities answers for its debts from the date it notifies the creditors or announces the transfer, and the seller remains jointly liable for two years (Code of Obligations No. 6098, Article 202). Employees move with the business, with their rights and their years of service, and the old and the new employer are jointly liable for debts that arose before the transfer and were due on that date, the old one for two years (Labour Law No. 4857, Article 6). This is one reason buyers usually acquire shares and write their protection into the agreement.
How shares change hands depends on the company’s form. In a joint stock company (anonim şirket), registered shares pass by endorsement and delivery of the share certificate; the articles may make a transfer subject to the company’s approval, and the buyer is a shareholder towards the company once entered in the share register (Turkish Commercial Code No. 6102, Articles 490, 492 and 499). In a limited company (limited şirket), the transfer must be in writing with notarised signatures and, unless the articles say otherwise, needs the approval of the shareholders’ general assembly (Article 595). Read the articles before the term sheet: a transfer restriction is easier to settle at the start than at signing.
Locked box or completion accounts
Both are used. A locked box fixes the price on a past balance sheet and protects the buyer by barring value from leaving the company in between; it suits a business with predictable cash and working capital. Completion accounts adjust the price to the balance sheet at closing. The Paynet sale used a simple form of the second: USD 87m for the business, plus its adjusted net cash on the transfer date.
With lira inflation, two details carry more weight than elsewhere. In a locked box: the months between the balance sheet date and completion, and what the seller is paid for them. In completion accounts: a working capital target set in lira, which inflation will overtake unless it is set in your currency or indexed.
The currency of the price
The price is usually agreed in US dollars or euros, while the business earns and spends in lira. Write into the agreement the exchange rate source and the conversion date for every amount that crosses between the two: the price, each adjustment, the earn-out and any escrow. Paynet’s price was set in dollars and paid in lira, at an exchange rate determined under the agreement.
Warranty and indemnity insurance
W&I insurance can be placed on Turkish targets. It covers breaches that nobody knew of at signing, not matters disclosed or found in due diligence, so the quality of the diligence report decides what the policy will cover. Without it, the specific risks that diligence finds are usually covered by an escrow or a holdback, and tax cover is sized to the period in which the tax office can still assess: five years from the start of the year after the tax arose (Tax Procedure Law, Article 114).
Earn-outs
An earn-out bridges the owner’s view of the future and yours. Three choices decide whether it works in Turkey: the currency its targets are measured in; the accounts they are measured on, since restated TFRS figures and tax figures differ; and what the owner may still decide while it runs. One tax rule affects the seller, and so the price. A Turkish company selling shares it has held for two full years can exempt half of the gain from corporate tax (50% for sales since 27 November 2024, Presidential Decision No. 9160), but only on the part of the price it collects by the end of the second calendar year after the sale (Corporate Tax Law No. 5520, Article 5(1)(e)). A longer earn-out can cost a corporate seller part of that exemption, and it may price that in.
A liability the balance sheet may not show
Model the severance liability. It is owed when the employer dismisses other than for just cause, when the employee resigns for just cause, leaves for military service or to draw a pension, or dies, and in a few other cases the law lists: 30 days’ pay for each full year of service, up to a ceiling set by law, and the employer may not insure the liability (Law No. 1475, Article 14). In a long-established company with a stable workforce, it can be a material item between enterprise value and the price of the shares.
Taxes, as far as the statutes go
Structure the tax with your own advisers. Four points from the statutes are worth knowing before the first offer:
- Corporate tax is 25% of corporate income; banks, other financial institutions and a few other categories pay 30% (Corporate Tax Law, Article 32).
- The look-back. Tax not assessed and notified within five years from the start of the year after it arose is time-barred (Tax Procedure Law, Article 114). Tax diligence and tax cover reach that far back.
- Inflation in the tax books was adjusted at 31 December 2023 and for 2024, and is suspended for 2025 to 2027 (Tax Procedure Law, provisional articles 33 and 37).
- The seller’s exemption on shares held for two full years depends on collecting the price by the end of the second calendar year after the sale (Corporate Tax Law, Article 5(1)(e)).
The timetable
For a negotiated acquisition, six to twelve months from the first approach to signing is typical, and the approach itself can take longer, because the owner decides when to begin. Completion follows the approvals.
- 1ApproachThe ownerA reason to talk, first meetings, a confidentiality agreement.
- 2OfferYou and the ownerA non-binding offer on the restated numbers, in your currency, with the structure set out.
- 3Due diligenceYour advisersFinancial, tax, legal, labour and data protection; the three sets of accounts reconciled.
- 4SigningBoth sidesThe share purchase agreement, its price mechanism, escrow or W&I, and the conditions to completion.
- CompletionThe authoritiesThe Competition Board, and any sector regulator, before the shares change hands.
Two things a buyer controls shorten it: a merger filing drafted while the agreement is negotiated, ready to go in on the day of signing, and an early view from your counsel on what any sector regulator will ask for.
How we work with a foreign buyer
We act for strategic buyers and investment funds acquiring in Turkey. We start from the transactions already done in your sector, build the long list from companies that are not on the market, and open the conversation with their owners in Turkish, through people who know them. From there we run the transaction with you: a valuation on restated numbers in your currency, the offer, diligence with your lawyers and auditors, and a timetable built around the Competition Board and any sector regulator.
Orion is the Turkish member of Globalscope Partners. If your adviser at home is a member firm, we work with it as one team, so that one process runs in both countries.
Read how we work on acquisitions in Turkey, or request a confidential conversation.