Mergers and Acquisitions (M&A) in Turkey

Türeli & Ceylan Law Firm – Corporate Transactions & Legal Strategy

Mergers and acquisitions (M&A), one of the primary strategies for corporate growth, restructuring, and market consolidation, involve not only commercial decision-making but also highly technical and strategic legal processes under Turkish law. As of 2025, M&A transactions in Turkey are shaped by the Turkish Commercial Code (TCC), Competition Authority regulations, and current tax legislation. In this article, we outline the core legal aspects of M&A transactions in light of the latest regulatory framework.

What Are Mergers and Acquisitions?

A merger occurs when two or more companies combine under a single legal entity. This may take the form of one company absorbing another or establishing an entirely new company. In either case, the absorbed company ceases to exist as a legal entity, and its assets and liabilities are transferred to the surviving or newly formed entity.

An acquisition, on the other hand, refers to the full or partial purchase of a company’s shares or assets by another company. In acquisitions, the target and acquiring companies remain separate legal entities, but ownership and control are transferred.

Legal Framework and Process

1. Turkish Commercial Code (TCC)
   Articles 136 to 141 of the Turkish Commercial Code No. 6102 govern mergers and acquisitions. Key elements include:

• Drafting of a merger agreement;
• Approval by the management bodies;
• Disclosure to and approval by shareholders;
• Protection of creditors’ rights;
• Registration and announcement in the trade registry.

If the last approved financial statements are older than six months, interim balance sheets must be prepared. 

2. Notification to the Turkish Competition Authority
   If the transaction exceeds certain turnover thresholds, prior notification to the Competition Authority is mandatory. Transactions completed without such approval may be deemed legally invalid and subject to administrative fines.
3. Tax Law Implications
   Pursuant to Articles 18–20 of the Corporate Tax Law, certain mergers and acquisitions may benefit from tax exemptions and VAT relief, provided the transaction complies with legal requirements and is properly documented.

Protection of Creditors & Registration Process

Companies undergoing a merger must notify creditors via an announcement in the trade registry. Creditors may object to the transaction or request guarantees to secure their claims. After the statutory objection period has passed, the merger is finalized with registration at the trade registry, gaining legal effect.

Practical Considerations in M&A Transactions

Türeli & Ceylan Law Firm emphasizes the following best practices for a successful and legally sound M&A process:

• Conduct comprehensive legal and financial due diligence;
• Prepare shareholders’ agreements with special attention to minority rights, pre-emption rights, and profit distribution policies;
• Review and comply with Competition Authority thresholds and seek legal counsel before the transaction;
• Plan tax implications carefully, particularly regarding corporate tax and VAT incentives;
• Assess the impact of the transaction on employee transfer, ongoing commercial contracts, and pending litigation.

Mergers and acquisitions are not only financial or managerial decisions but also involve significant legal planning. As of 2025, Turkish law offers a detailed regulatory structure for M&A activities, yet each transaction must be tailored to the specifics of the parties involved.

Türeli & Ceylan Law Firm provides full legal support in all stages of M&A transactions — from due diligence and structuring to negotiations, approvals, regulatory compliance, and post-closing matters.

For tailored legal assistance in your corporate transactions, contact our expert M&A team.