Selling a business in Turkey: what international owners should know

An international group selling a business in Turkey, or a fund exiting a Turkish investment, usually starts from the buyers it already knows: its competitors and the funds that call on it. In Turkey, that list can leave out the likeliest buyer. And the questions that decide the price are local: the accounts restated for inflation, what the group still provides to the business, the approvals the buyer needs and the timetable they set. This guide takes them in the order a seller meets them.

Who buys a Turkish business

Turkish buyers do most of the buying. In the first nine months of 2026, the buyer was Turkish in 198 of the 255 transactions with a Turkish target in our register, and came from abroad in 51. The pattern holds over a longer period: since January 2023, 1,154 of 1,542 transactions had a Turkish buyer, and among the transactions recorded as acquisitions, 437 had a Turkish buyer and 158 a buyer from abroad.

Buyers from abroad are fewer and more scattered: 321 transactions since January 2023, from 52 countries, 175 of them from Europe, 70 from North America, 29 from the Gulf and 29 from Asia. In our view the strongest result rarely comes from choosing between Turkish and international buyers. It comes from putting both in the same process, so that each prices against the other.

When international owners sell, the buyer is often Turkish

In two of the five, the buyer was the seller’s Turkish partner in a joint venture; in the other three, the buyers were Turkish groups. Two lessons follow. If the business is a joint venture, read the shareholders’ agreement before anything else: your joint-venture partner is the natural first buyer, and its rights may decide who else can bid. If it is wholly owned, the Turkish groups in and around its industry belong on the first page of the buyer list, next to the international names.

Reaching the Turkish buyers

In our experience, most Turkish buyers are not waiting for a call from a global sale process. Many are family-controlled groups, where the decision sits with the family or the chair rather than with a corporate development team, and Turkish funds that invest mainly at home. They respond best to an approach in Turkish from someone they know, made before the teaser arrives, and they want to meet the people who will run the business.

Three things make them full-value bidders: documents in Turkish as well as English where the buyer’s board reads Turkish; financial information in lira and in the price currency, reconciled; and a timetable that leaves time for a family board to meet. None of this slows the international buyers. It lets the Turkish ones bid in the same round, at full value.

The accounts a buyer will read

A Turkish subsidiary often has three sets of numbers, and a buyer will read all three.

• The statutory accounts, restated for inflation. 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, under TMS 29, Financial Reporting in Hyperinflationary Economies, and the matching section of BOBİ FRS. The Public Oversight Authority (KGK) set the rule; a sector regulator may set its own date. Amounts are stated in the measuring unit current at the end of the reporting period, and income and expenses are restated from the month they occurred, so growth in these accounts is growth after inflation.
• The tax books. The tax balance sheet was adjusted for inflation at 31 December 2023 and again for the 2024 period. For the 2025, 2026 and 2027 accounting periods the adjustment is suspended, and the President may extend that by up to three more periods (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.
• The group reporting package, prepared for headquarters under the group’s accounting policies and in its currency. It is often the set the business is managed on, and the one the seller knows best.

Reconcile the three before the first buyer asks, and add monthly figures in lira and in the price currency at a stated rate. Then show what the group provides and charges today: shared services, IT, brands and licences, management fees, intercompany loans and guarantees. A buyer will price the business as it will stand on its own, so the cost of replacing each of these belongs in the information memorandum, not in diligence.

Tax diligence will reach back five years: 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). Expect the buyer to ask for tax protection of that length, and decide early how the group will give it.

Carve-outs and transitional services

Few businesses a group sells stand fully on their own. Two questions come first: what exactly is being sold, and what the group will keep providing after completion.

Putting the business in a company of its own

If the business sits inside a larger Turkish company, a partial demerger can move it into a company of its own before the sale. The Commercial Code lets one or more parts of a company’s assets pass to another company, with the shares going to the demerging company or to its shareholders (Turkish Commercial Code No. 6102, Article 159). Employment contracts pass with the business unless the employee objects (Article 178), and the demerger takes effect on registration (Article 179).

For tax, the transfer of a production or service business at book value, with all the assets and liabilities it needs to keep running, counts as a partial demerger when it meets the law’s conditions, and its gains are not taxed. The receiving company becomes jointly liable for the demerging company’s taxes accrued to the demerger date, to the extent of the market value of what it received (Corporate Tax Law No. 5520, Articles 19 and 20), which a buyer will want covered in the agreement.

Selling assets instead of shares

An asset sale keeps the seller exposed for longer than many 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; the seller and the buyer are jointly liable for debts that arose before the transfer and were due on that date, the seller for two years (Labour Law No. 4857, Article 6). For severance pay built up before the transfer, both are liable, the seller only for the years it employed the worker and at the wage paid at the transfer (Law No. 1475, Article 14).

Transitional services

Where the business relies on the group for IT systems, finance, purchasing or brands, a transitional services agreement keeps it running after completion while the buyer replaces them. In our experience it works best agreed before signing, priced service by service, limited in time with a plan for exit, and written so that local management can run it. A buyer will value the business on its standalone costs, so a clear agreement protects the price as well as the handover.

Management and the general manager

The general manager is often the person a buyer most wants to keep, and the person with most at stake in the sale. Bring the general manager in early, with clear answers to three questions: what happens to the role, what the group will pay for staying through completion, and what may be discussed with buyers about the future. Those answers belong to headquarters; settling them before the first management meeting keeps the process in one voice.

Local management should do the work only it can do: the numbers behind the information memorandum, the management presentation and the answers in diligence. Everything else, from the buyer list to the negotiation, stays off its desk, so that the business keeps its pace while it is being sold. In a sale of shares the company remains the employer and contracts continue unchanged; in an asset sale or a demerger, contracts pass to the new employer as described above.

Keeping it confidential

Inside the company: a code name and a small circle, usually the general manager, the finance director and the people at headquarters who decide. Others join when the process needs them, and the group decides when employees learn of it.

Outside: the first document a buyer sees is a short teaser that does not name the company. The name and the information memorandum go only to buyers who sign a confidentiality agreement, which should also bar them from approaching employees, customers and suppliers. The data room opens in stages, with the most sensitive commercial information kept for the last round.

One moment is public by rule. If the transaction needs merger clearance, the Competition Authority announces each notified transaction on its website, with the parties and their fields of activity (Communiqué No. 2010/4, Article 12). Plan what employees, customers and the market hear around the filing date. Where the Turkish company is listed, expect the agreement to be public on the day it is signed: Alarko Carrier disclosed Carrier’s agreement to sell its stake on the Public Disclosure Platform on 7 August 2026, the day it was signed.

Approvals the buyer must obtain

The approvals are the buyer’s to obtain, but the seller’s timetable depends on them. For merger control, any party may notify, and the party that does must inform the other (Communiqué No. 2010/4, Article 10). A sale needs the Competition Board’s approval if it meets either test below.

• No clearance, no transfer. Until the Board clears the transaction, expressly or by letting the review period pass, it has no legal effect (Communiqué No. 2010/4, Article 10). In an acquisition the fine for completing without approval falls on the buyer alone, but if the Board finds that the transaction significantly lessens competition, it can order it unwound and the shares returned, where possible, to their former owners, which reaches the seller too (Law No. 4054, Articles 7, 11 and 16). Make clearance a condition to completion.
• Thirty days from a complete filing. If the Board neither approves the transaction nor opens a final examination, it takes legal effect 30 days after notification, and a notification counts from the day its information is complete (Law No. 4054, Article 10; Communiqué No. 2010/4, Article 11). A final examination takes longer, and the transaction waits until it ends.

For a bank or a payment institution, the approval covers the seller’s side too: a transfer that takes a shareholder below 10%, 20%, 33% or 50% needs it, and the share register will not record a transfer made without it (Law No. 5411, Article 18; Law No. 6493, Article 25).

A buyer from abroad needs no permission to invest as such. 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 (Foreign Direct Investment Law No. 4875, Article 3).

Price, currency and payment

In our experience, a business sold by an international group is priced in euros or US dollars, while it earns and spends in lira. The headline price is rarely the difficulty; what needs care is everything measured in lira between the balance sheet date and completion.

• Locked box or completion accounts. In a locked box the price is fixed on a past balance sheet, so agree what the seller is paid for the months to completion, and in which currency. In completion accounts, a working capital target set in lira will be overtaken by inflation unless it is set in the price currency or indexed.
• Exchange rates. For every amount that crosses between lira and the price currency, name the rate source and the date in the agreement: the price, each adjustment, any earn-out and any escrow.
• Deferred payments. Secure them. When Alamos Gold agreed to sell Doğu Biga Madencilik to Tümad for USD 470m in 2025, USD 160m was payable at closing, USD 160m a year later and USD 150m after two years, and each later instalment was secured by a bank guarantee.
• Taking the proceeds home. Net profit, dividends and the proceeds of a sale or liquidation may be transferred abroad freely through banks (Foreign Direct Investment Law, Article 3).

How the gain is taxed depends on who sells and how the business is held. Take tax advice before the structure is fixed.

The timetable

Typically six to twelve months from the start of preparation to signing; completion follows the approvals. A carve-out or a sector regulator can add months, and preparation is the part that shortens it most.

Two things a seller controls shorten it: a carve-out settled before the buyers arrive, and an agreement with the buyer, at signing, on who files with the Competition Board and when.

How we run it

We act for international groups and funds selling businesses in Turkey. We run one process from Istanbul: Turkish and international buyers in the same round, the documents in English and, where buyers need them, in Turkish, and reporting to headquarters on a fixed rhythm. Local management works with us in Turkish, corporate development hears from us in English, and both hear the same story.

Where the group has a global adviser, we work alongside it: it covers the international buyers, we bring the Turkish ones and handle what is local. Where the likeliest buyer is abroad and the group has no adviser there, the Globalscope member firm in that market works with us. Orion is the Turkish member of Globalscope Partners.

Read how we work on sales in Turkey, or request a confidential conversation.