Buying a Turkish Company as a Foreign Investor: Which Approvals Do You Need? 2026 — Competition Board (Communiqué 2026/2 Thresholds), BDDK, SEDDK, SPK, EPDK, RTÜK, BTK, SHGM, Mining, Land Registry Law Art. 36 and Law No. 4875 Filings: An Approval Map for Share Acquisitions

Türkçe sürüm: Türk Şirketi Satın Alan Yabancı Yatırımcının İzin Haritası

Buying shares in a Turkish company is, as a rule, open to foreign investors: the Foreign Direct Investment Law No. 4875 makes foreign investment free and guarantees equal treatment with Turkish investors (Art. 3(a)). That freedom does not mean that no approval is needed. Depending on the size of the target, the sector it operates in and the real estate it owns, an acquisition can be reviewed on three separate levels: merger control by the Competition Board (Law No. 4054, Art. 7, and Communiqué No. 2010/4, whose thresholds were raised in 2026), approval by the sector regulator (the Banking Regulation and Supervision Agency (BDDK), the Central Bank, the Insurance and Private Pension Regulation and Supervision Agency (SEDDK), the Capital Markets Board (SPK), the Energy Market Regulatory Authority (EPDK), the Radio and Television Supreme Council (RTÜK), the Information and Communication Technologies Authority (BTK), the Directorate General of Civil Aviation (SHGM) and the General Directorate of Mining and Petroleum Affairs (MAPEG)), and, for companies that own real estate, review under Article 36 of the Land Registry Law. Post-closing filings come on top: the foreign capital filing through E-TUYS, the beneficial ownership filing, the share acquisition notice under Article 198 of the Turkish Commercial Code and trade registry formalities. This guide maps, article by article, which approvals a foreign buyer of a Turkish company needs, from whom, at which threshold, whether before or after closing, and what happens if a deal closes without them.

Approval map: selling shares to foreigners is free, but there are three levels of review

Turkish law makes no general distinction between foreign and Turkish investors when it comes to acquiring shares. Article 3 of Law No. 4875 provides that, subject to international agreements and special laws, foreign investors are free to make foreign direct investment in Turkey and are treated equally with domestic investors. In defining foreign direct investment, the Law expressly includes share acquisitions: every acquisition of shares outside the stock exchanges, and acquisitions on the stock exchanges that give at least 10% of the shares or voting rights, are foreign direct investment (Art. 2(b)). For these investments the Law provides not an approval but a duty to provide statistical information (Art. 4).

The Central Bank of the Republic of Turkey’s Capital Movements Circular repeats the same principle for exchange controls: persons resident outside Turkey may acquire stakes in Turkish companies freely within the framework of Law No. 4875, international agreements and special laws. The real question for a foreign investor is therefore not “can I buy shares as a foreigner?” but “which approvals are required for this company whoever buys it, and what does my being foreign add?”

The answer comes on three levels. The first is market structure: control acquisitions above certain sizes need Competition Board clearance, regardless of whether the buyer is Turkish or foreign. The second is the sector: in licensed sectors such as finance, energy, media, telecoms, aviation and mining, a share transfer requires the relevant regulator’s approval. The third is real estate: if the Turkish company owns property and passes under foreign control, Article 36 of the Land Registry Law comes into play. Being foreign adds extra conditions on some of these levels; for example, direct foreign capital in a broadcaster may not exceed 50% (Law No. 6112, Art. 19(1)(f)), and in a commercial air transport undertaking the majority of the shares, board seats and voting rights, and control, must be held by Turkish citizen shareholders (SHY-6A, Art. 9).

The approvals in the table do not replace each other. For example, the acquisition of a Turkish electricity generation company by a wholly foreign-owned group may at the same time require Competition Board clearance, EPDK approval and, for the plant site, a review under Article 36 of the Land Registry Law. Each approval should therefore be written into the share purchase agreement as a separate condition precedent, together with a long-stop date after which the agreement terminates if the approvals are not obtained.

Competition Board clearance: the higher 2026 thresholds and the consequences of closing without it

Article 7 of Law No. 4054 on the Protection of Competition prohibits mergers and acquisitions by one or more undertakings that would significantly impede effective competition in any market for goods or services in the whole or part of the country, in particular by creating or strengthening a dominant position, and provides that the Board will announce by communiqués which transactions must be notified for approval. That communiqué is the “Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (No. 2010/4)”. Under the Communiqué, an acquisition subject to approval is one that leads to a lasting change of control; minority acquisitions that do not change control are, as a rule, not notifiable. A foreign investor acquiring more than 50% of the shares, or acquiring a lower stake together with the right to determine the majority of the board or veto rights over strategic decisions, may be regarded as acquiring control.

The turnover thresholds were amended by Communiqué No. 2026/2, published in Official Gazette No. 33165 of 11 February 2026 and in force on the same day. Under the new thresholds, a transaction requires approval if either of the two tests below is met. The general thresholds do not depend on the nationality of the parties or on whether they are resident in Turkey; only the technology undertaking rule described below requires the target to be resident in Turkey. So even if both buyer and seller are foreign and the deal is signed abroad, only the turnover figures count.

The Communiqué’s definition of technology undertaking covers digital platforms, software or gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies, and related assets. Since the 2026 amendment, this special rule applies only to acquisitions of technology undertakings resident in Turkey and to mergers in which such an undertaking is a party: for that party, the TRY 1 billion thresholds are applied as TRY 250 million. A foreign investor that wants to buy a Turkish software or fintech company should calculate this special threshold separately even if the target’s turnover is below the general threshold.

The notification is made before the transaction closes. Under Article 10 of the Law, the Board either clears the transaction or takes it into final examination (Phase II) within fifteen days of receiving the notification; if the Board takes no action within thirty days of the notification, the transaction acquires legal validity. Transactions taken into final examination follow the investigation procedure in Articles 40 to 59 of the Law, and the timetable becomes longer. With the 2026 amendment, Article 11 of the Communiqué is headed “Date of notification”: a notification is deemed made on the date it reaches the Board’s records, and where by law an opinion must be obtained from a public authority (for example, BDDK), the time limits start on the day after that opinion reaches the Board’s records.

Closing without approval has two separate consequences. The first is invalidity: a notifiable transaction does not acquire legal validity until it is approved. The second is a fine: under Article 16 of the Law, an undertaking that carries out a notifiable merger or acquisition without approval is fined one per mille (0.1%) of its annual gross revenue, with a minimum of TRY 302,484.86 for 2026. In an acquisition, the fine is imposed on the acquirer. The Board examines the transaction on its own initiative (Art. 11); if it significantly impedes competition under Article 7, the Board can order the transaction to be terminated and the previous situation to be restored, and impose a fine of up to 10% of annual gross revenue. The most common mistake by foreign investors is therefore to assume that a deal “signed abroad” is outside Turkish law; if the Turkish turnover thresholds are met, the notification obligation arises.

For the general framework of merger control, the concept of control and the notification form, see our guide Birleşme ve Devralmalarda Rekabet Kurulu İzni and, for joint ventures, Ortak Girişim (Joint Venture) (in Turkish).

Buying a bank, a financial institution, a payment institution or an insurer

In the financial sector, a share transfer requires regulatory approval before it is completed under company law. In these areas the approval requirement covers not only control but every acquisition above certain percentages, and the consequence of an unapproved transfer is severe: the transfer cannot be entered in the share register, and any entry made is void.

1. Banking Law No. 5411, Article 18: The direct or indirect acquisition by a person of shares representing 10% or more of a bank’s capital, acquisitions that cause a shareholder’s holding to exceed 10, 20, 33 or 50% of the capital, and transfers that cause the holding to fall below those levels, require the approval of the Banking Regulation and Supervision Board (BDDK). The transfer of shares carrying the privilege to nominate members of the board of directors or the audit committee requires approval regardless of the percentage. The acquirers must meet the conditions required of bank founders under Article 8 of the Law. Transfers made without approval cannot be entered in the share register and any entry is void; the same rule applies to acquisitions of voting rights and usufruct, and in that case all shareholder rights other than dividends are exercised by the Savings Deposit Insurance Fund (TMSF). A direct or indirect change in ownership, at the same percentage thresholds, of the shares of a corporate shareholder holding 10% or more of a bank’s capital also requires BDDK approval; an acquisition carried out at holding level abroad may therefore need BDDK approval as an indirect acquisition in the Turkish bank. For the general framework of bank establishment and operating licences, see our guide Banka Kuruluş ve Faaliyet İzni (5411) (in Turkish).

2. Law No. 6361 on Financial Leasing, Factoring, Financing and Savings Financing Companies, Article 11: In these companies, the direct or indirect acquisition of shares representing 10% or more of the capital, transfers that change control of the company, transfers of shares carrying the privilege to nominate board members, and a change of control in a corporate shareholder holding 10% or more require BDDK approval. The acquirers must meet the founder conditions; transfers made without approval cannot be entered in the share register and any entry is void. Unlike the Banking Law, Article 11 does not list separate 20, 33 and 50% steps. For the establishment and licensing of factoring companies, see our guide Faktoring Şirketi (6361) (in Turkish).

3. Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions: In payment institutions and electronic money institutions, persons holding 10% or more of the shares and persons holding control must meet the qualifications required of bank founders under the Banking Law (Law No. 6493, Art. 14). Licensing and supervisory powers over these institutions passed from BDDK to the Central Bank of the Republic of Turkey under Law No. 7192; qualifying holdings and changes of control require Central Bank approval under its 2021 Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers. Because a notification rather than an approval may be enough for certain changes in intra-group reorganisations, the regime that applies to a given transaction should be checked separately under the Central Bank’s rules. The general framework is in our guide Ödeme ve Elektronik Para Kuruluşları: TCMB Faaliyet İzni (in Turkish).

4. Insurance Law No. 5684, Article 9: In insurance, reinsurance and pension companies, acquisitions that result in a person directly or indirectly holding shares representing 10, 20, 33 or 50% or more of the capital, and transfers that result in falling below those levels, require approval. Transfers of shares giving the right to appoint board members require approval regardless of the percentage, and acquisitions of usufruct and voting rights are subject to the same rules. The text of the Law still names the former Undersecretariat of Treasury as the approving authority; today, regulatory and supervisory powers in this field are exercised by the Insurance and Private Pension Regulation and Supervision Agency (SEDDK). Unapproved transfers cannot be entered in the share register (Art. 9(3)). In addition, where shareholders holding 10% or more do not meet, or later lose, the founder qualifications, their rights other than dividends are exercised by a trustee (Art. 9(5)).

Listed companies, brokerage firms, portfolio management companies and crypto platforms

Taking control of a listed company: A person who acquires shares or voting rights giving management control of a company whose shares are traded on Borsa Istanbul must make a tender offer for the shares of the other shareholders (Capital Markets Law No. 6362, Art. 26). Management control means holding, alone or together with persons acting in concert, directly or indirectly, more than 50% of the voting rights, or holding privileged shares giving the right to elect or nominate the majority of the board. Acquiring management control through side agreements also triggers the obligation. If the offer is not made within the period set by the Capital Markets Board, the voting rights of the obligor and its concert parties are frozen automatically, and those shares are not counted for the general meeting quorum (Art. 26(6)). The detailed procedure is set out in the Tender Offer Communiqué (II-26.1); a request for exemption must be filed within six business days of the obligation arising. A foreign investor targeting control of a listed company should therefore include in its financing plan, in addition to the purchase price, the possibility of buying out all minority shares. For the practical rules on acquisitions that do not target control, see our guide Can Foreign Investors Buy Shares on Borsa Istanbul?

Buying a brokerage firm or a portfolio management company: The Communiqué on Principles Regarding the Establishment and Activities of Investment Firms (III-39.1) makes changes in the shareholding of brokerage firms subject to approval or notification (Art. 34) and defines shareholders holding 10% or more of the capital or voting rights, or holding shares that carry the privilege to nominate board members even below that percentage, as “shareholders with significant influence” (Art. 4(1)(i)). The Communiqué on Principles Regarding Portfolio Management Companies and Their Activities (III-55.1) regulates shareholding changes and share transfers in Article 24. In both areas the new shareholder is expected to meet the conditions required of founding shareholders, so the SPK process should be planned before the transfer agreement is signed.

Buying a crypto-asset service provider: The provisions added to the Capital Markets Law by Law No. 7518 and the Communiqué on Principles Regarding the Establishment and Activities of Crypto-Asset Service Providers (III-35/B.1) make shareholding changes in these platforms subject to SPK approval or notification (Communiqué Art. 26) and regulate their registration and announcement (Art. 27). A foreign crypto platform entering the Turkish market by acquiring a Turkish platform therefore needs SPK approval. For establishment and shareholder conditions, see our guide Kripto Borsası Kurma Şartları (in Turkish).

Buying an energy company: EPDK approval and the transfer ban during the pre-licence period

Buying shares in a company holding an electricity market licence requires the approval of the Energy Market Regulatory Board (EPDK). Under Article 57(2) of the Electricity Market Licensing Regulation, the direct or indirect acquisition of shares representing 10% (5% for listed companies) or more of the capital of a licence holder, or share transfers resulting in a change of control, require prior Board approval. For licence holders whose tariffs are regulated, a pledge over the shares also requires approval.

The rule is stricter for projects still in the pre-licence (önlisans) period. A pre-licence holder may not change its direct or indirect shareholding structure or transfer its shares until it obtains the licence, and this prohibition must also be written into the articles of association (Regulation Arts. 12 and 57). The Regulation lists exceptions such as inheritance or bankruptcy, listed shares, international agreements, privatisation, transfers between spouses and first-degree relatives, TMSF transactions and YEKA (Renewable Energy Resource Area) projects; acquisitions by foreign legal entities with foreign-sourced financing are also among the exceptions. Under the amendment of 10 October 2024, planned direct share changes under the exceptions other than items (a), (b), (ç), (d), (f), (j) and (k), and indirect shareholding changes of 10% or more, are subject to Board approval each time (Art. 57(1)). A breach of the prohibition may lead to cancellation of the pre-licence. For a foreign investor, acquiring a solar or wind project that has not yet obtained its licence by buying the project company may therefore often not be legally possible; the transaction structure should be decided at the outset according to the licensing stage.

In the natural gas market, share transfers in licence holders likewise require Board approval under the Natural Gas Market Licensing Regulation (Art. 42), a regime reworked by the amendment of 24 December 2025. For licence types and permitting of solar projects, see our guides Elektrik Piyasasında Lisans Türleri and GES Kurulum İzinleri (in Turkish).

Media, telecoms and aviation: foreign ownership limits and prior approval

Broadcasters (RTÜK): Law No. 6112 on the Establishment and Broadcasting Services of Radio and Television is one of the few laws that sets a limit tied directly to foreign ownership. Total direct foreign capital in a media service provider may not exceed 50% of its paid-in capital, and a foreign natural or legal person may be a direct shareholder in at most two media service providers (Art. 19(1)(f)). In providers in which foreigners hold shares indirectly, the chair and deputy chair of the board, the majority of board members and the general manager must be Turkish citizens, and the majority of votes at the general meeting must rest with Turkish citizen shareholders; this must be stated in the articles of association. Shares must be registered and no privileged shares may be issued (Art. 19(1)(c) and (g)). Share transfers in licensed providers must be notified to the Radio and Television Supreme Council (RTÜK) within thirty days; transfers of the company and mergers require RTÜK’s prior permission (Art. 20). If the shareholding structure becomes non-compliant and is not brought into line within the period set by RTÜK, which may be at most ninety days, the licence is cancelled. For the general framework of broadcasting licences, see our guide RTÜK Yayın Lisansı (in Turkish).

Electronic communications (BTK): Under Article 19 of the Regulation on Authorisation in the Electronic Communications Sector, as amended on 1 May 2021, transfers of shares representing 10% or more of the capital of an authorised operator, and transfers resulting in a change of control, require the prior approval of the Information and Communication Technologies Authority (BTK); transfers below 10% must be notified to the Authority within one month at the latest (Art. 19(1)(c)). In operators holding a duty or concession agreement, every share transfer must be notified within one month and transfers resulting in a change of control require the Authority’s written approval; for these operators, transfers on the stock exchange fall outside this provision (Provisional Art. 4(1)(c)). How the rule applies to the target’s type of authorisation should be confirmed under BTK rules before the transaction. For the general framework, see our guide BTK Yetkilendirmesi (in Turkish).

Air carriers (SHGM): Under the Regulation on Commercial Air Transport Undertakings (SHY-6A), at least 51% of the shares of a commercial air transport undertaking must be registered shares, and the majority of the shares, board seats and voting rights, and control of the company, must be held by Turkish citizen shareholders (Art. 9(1)). In a company holding a preliminary approval or an operating licence, every share transfer and every increase of a shareholding requires the prior permission of the Directorate General of Civil Aviation, with no percentage threshold, and the new shareholder must submit the documents required of founding shareholders (Art. 10). In mergers and acquisitions, SHGM approval is obtained after Competition Board clearance where that clearance is required (Art. 12); changes to the board must be notified within fourteen days (Art. 13(2)). Breaches not remedied within the period given may lead to restriction, suspension or cancellation of the operating licence. Because of this structure, a foreign investor cannot hold control of a Turkish air carrier, and even a minority stake requires SHGM permission.

Mining, defence and private security companies

Companies holding a mining licence: Under Mining Law No. 3213, mining rights are granted only to Turkish citizens, companies incorporated under Turkish law and authorised public bodies (Art. 6); a company incorporated in Turkey can hold a licence even if all of its capital is foreign-owned. A transfer of the licence itself requires Ministry approval and a transfer fee equal to twice the licence fee on the transfer date (Art. 5). Where the shares of the licence-holding company are bought instead, Article 82(11) of the Mining Regulation makes share transfers above 10% that may change the shareholding structure subject to Ministry permission; for transfers made without permission, action is taken under Article 10(4) of the Law. The three routes are compared in our guide Can a Foreign Company Get a Mining License in Turkey?

Defence industry: Companies producing military equipment, weapons, ammunition and explosives operate with establishment and production permits under Law No. 5201 and the Supervision Regulation based on it. Under the Regulation, changes in the shareholding structure are assessed by the Ministry, which decides whether the establishment permit will be re-issued (Art. 8(5)); changes of founders, capital, shareholders and board must be notified within one month (Art. 18(1)(a)). A change of owner, or of the partnership relationship with a parent company, is listed among the grounds for cancelling the production permit (Art. 13(1)(ç) and (g)). For companies holding a facility security clearance under Defence Industry Security Law No. 5202, a change in the conditions of the clearance may also lead to its review or cancellation. Foreign shareholding in a defence company should therefore be planned with the Ministry of National Defence before closing.

Private security companies: Under Law No. 5188 on Private Security Services, the establishment of private security companies by foreigners and the provision of private security services in Turkey by foreign companies are subject to reciprocity. The conditions in Article 10 of the Law, including Turkish citizenship, apply to founders and managers; the company’s shares must be registered, and share transfers must be notified to the Ministry of Interior within one month (Art. 5).

Buying a company that owns real estate: Land Registry Law Article 36 and the one-month notification

A foreign investor’s acquisition of a Turkish company may start a new review process for the company’s real estate. Article 36 of Land Registry Law No. 2644 governs Turkish companies in which foreign natural persons, legal entities incorporated under foreign law and international organisations hold 50% or more of the shares or have the power to appoint or dismiss the majority of the persons entitled to manage the company, excluding persons covered by Article 28 of Turkish Citizenship Law No. 5901. These companies may acquire real estate only to carry out the business activities stated in their articles of association. The Article also applies where foreigners reach this threshold by taking over shares in a domestic company that owns real estate.

The details are set out in the “Regulation on the Acquisition of Real Estate Ownership and Limited Real Rights by Companies and Affiliates within the Scope of Article 36 of Land Registry Law No. 2644” (Official Gazette of 16.08.2012, No. 28386). Under Article 11 of the Regulation, a company that comes within its scope through a share transfer must notify the Ministry within one month of the transfer; affiliates that own real estate make the same notification. For companies whose shares are traded on the stock exchange, the foreign shareholding must remain at 50% or more for three months, and the Central Registry Agency (MKK) reports this information monthly. Because the Regulation refers to the former Ministry of Economy as “the Ministry”, the channel for the notification today should be confirmed with the Directorate General of Incentive Implementation and Foreign Capital of the Ministry of Industry and Technology, which handles foreign capital matters.

After the notification, the company’s properties are reviewed for national security and consistency with its business purpose. The review is carried out by a commission within the governorship; if the military authority does not give an opinion within fifteen days, the property is deemed to be outside any military prohibited or security zone. The company is asked for the documents listed in the Regulation; after an adverse finding, it has thirty days to respond, and the governorship commission may give it forty-five days to remedy the non-compliance, which may be extended once up to six months. If the review is negative, the company is notified in writing to dispose of (liquidate) the property within six months, a period that may be extended once by up to six months. Property not disposed of in time is sold off by the Ministry of Treasury and Finance under the general rules, and the proceeds, after deduction of costs, are paid to the owner (Art. 14). Where the shareholding of a company owning property in a military prohibited or security zone changes, the Ministry forwards the information to the General Staff within three business days (Art. 12).

A foreign investor buying a company that owns real estate should therefore review, before closing, the company’s land registry records, whether any property is in a military or strategic zone, and how each property relates to the business purpose in the articles of association. A property unrelated to the business purpose can become an asset carrying a forced-sale risk after closing. Whether a property should be bought in the foreigner’s own name or through a company is discussed in our guide Buying Property in Turkey as a Foreign Investor: In Your Own Name or Through a Turkish Company?, and the Article 35 rules for natural persons in our guide Yabancılar Türkiye’de Taşınmaz Alabilir mi? (in Turkish).

Post-closing filings: E-TUYS, beneficial ownership and Commercial Code Article 198

Once the approvals are obtained and the share transfer is completed, a series of filing obligations begins. None of them affects the validity of the transaction in itself, but breaching some of them freezes shareholder rights or leads to administrative fines.

1. Law No. 4875, Article 4, and Implementing Regulation, Article 5: A foreign investor’s acquisition of shares is a matter of notification, not approval. Under the Implementing Regulation, information is provided through the Electronic Incentive Implementation and Foreign Capital Information System (E-TUYS): after a share transfer, the shareholder list is updated within one month; capital information is reported within one month of payments made for a capital increase or a share transfer; and an activity information form is completed every year by the end of May. The four guarantees of the Law and the reporting regime are explained in our guide Doğrudan Yabancı Yatırımlar Kanunu (4875) (in Turkish).

2. Beneficial ownership filing: Under Tax Procedure Law General Communiqué No. 529, corporate taxpayers report their beneficial owners to the Revenue Administration and must report changes within one month after the change. The beneficial owner is a natural person holding more than 25% of the company’s shares; if there is no such person, the person with ultimate control of the company; and if there is none, the most senior manager. For acquisitions through a foreign holding chain, the natural person at the top of the chain should be identified from the outset, since banks will also ask for this in their customer due diligence.

3. Commercial Code Article 198: When an undertaking directly or indirectly reaches 5, 10, 20, 25, 33, 50 or 67% or all of the shares of a capital company, or falls below these levels, it must notify the company within ten days; the company registers and announces the notification. Until the notification is made, the rights attached to those shares are frozen. For a foreign group that makes the acquisition through a Turkish company, this rule is often overlooked in practice.

4. Single-shareholder joint stock company: If the foreign investor acquires all the shares, the board must be notified within seven days of the number of shareholders falling to one, and the board must register and announce this within seven days (Commercial Code Art. 338).

Form of the share transfer: limited company and joint stock company

Share transfer in a limited company (Commercial Code Art. 595): The transfer of a capital share, and the transaction creating the obligation to transfer it, must be made in writing, with the parties’ signatures certified by a notary. Unless the articles of association provide otherwise, the transfer requires the approval of the general meeting and takes effect upon approval. The general meeting may refuse approval without giving reasons, and the articles may prohibit transfers. If the company does not refuse the application within three months, approval is deemed given. After approval, the managers enter the transfer in the share register and apply to the trade registry for registration; if the managers do not apply within thirty days, the transferring shareholder may also apply (Art. 598). A foreign buyer needs a Turkish tax number before the notarial step, and powers of attorney and corporate documents issued abroad need an apostille or consular legalisation and a Turkish translation.

Share transfer in a joint stock company (Commercial Code Arts. 490-494): Registered shares can, as a rule, be transferred without restriction; the articles of association may, however, make the transfer subject to the company’s approval (restricted registered shares). In that case the company may refuse approval only for an important reason stated in the articles, or by offering to acquire the shares from the transferor at their real value at the time of the request, for its own account or for the account of other shareholders or third parties (Art. 493). If the company does not refuse the request within three months, approval is deemed given (Art. 494(3)). Where share certificates have been issued, the transfer is made by endorsement and delivery of possession; where they have not, it is made under the rules on assignment of receivables, and the transfer is entered in the share register. Share transfers in a joint stock company are not registered with the trade registry, but the single-shareholder and Article 198 notices are registered and announced separately. The articles of association, shareholders’ agreements and share pledges granted to financial institutions should be reviewed before closing, as they show the contractual obstacles to the transfer.

Paying the purchase price and exchange controls

Under the Central Bank’s Capital Movements Circular, persons resident outside Turkey are free to acquire stakes in Turkish companies, and the foreign currency inflows for these acquisitions are reported by the intermediary banks. When existing shares are bought, the price is paid to the seller; since it is not contributed to the company as capital, the rules on the blocked capital account do not apply to this payment. If the acquired shares carry an unpaid capital obligation, that obligation passes to the new shareholder together with the shares. The price payable to a non-resident seller, and the proceeds the foreign investor will later obtain by selling the shares, are transferred abroad through banks once it is shown that tax obligations have been met. Law No. 4875 also guarantees the free transfer abroad through banks of net profits, dividends, sale and liquidation proceeds (Art. 3(c)). For sending dividends abroad and the withholding tax rates, see our guide Dividend Repatriation from Turkey for Foreign Shareholders.

In practice, for large and cross-border payments, banks ask for documents on identification and beneficial ownership, the source of funds and the economic purpose of the transaction. Paying the price through an escrow account fits a payment structure that depends on the approvals being obtained; however, the escrow release conditions should be drafted to match the approval timetable. What to do if an outbound transfer is stopped is explained in our guide MASAK İşleminizi Askıya Aldı veya Yurt Dışı Transferinizi Durdurdu (in Turkish).

Liabilities that come with the company: tax, social security, employment and litigation

The key difference between a share deal and an asset deal is that, in a share deal, the company’s entire history stays with the company. Its tax, social security, employment and commercial debts, pending lawsuits and administrative sanction risks remain the debts of the legal entity and directly affect the value of the shares bought. Since the employer company does not change in a share transfer, employment contracts continue with the same employer, and all obligations, including severance pay and other employee claims, remain with the company.

In a limited company, the risk extends to the shareholder level. Under Article 35 of Law No. 6183 on the Collection Procedure of Public Receivables (Amme Alacakları), partners of a limited company are directly liable, in proportion to their capital shares, for public debts (tax and social security amounts owed to the state) that cannot be collected from the company; the transferring and the acquiring partner are jointly and severally liable, in proportion to the transferred share, for pre-transfer public debts that cannot be collected from the company and were unpaid on the transfer date. A foreign investor buying a limited company should therefore obtain, before closing, documents showing that the company has no tax or social security debts, and should write the seller’s representations and indemnity obligations expressly into the agreement. Legal due diligence and contractual protection against hidden liabilities are discussed in our guide Şirket Satın Almak: Hukuki Durum Tespiti ve Gizli Borçlar, and the general acquisition process in Birleşme ve Devralma (M&A) Süreçleri (in Turkish).

Step by step: the legal roadmap for buying a Turkish company

For work permit procedures for foreign managers and specialists, see our guide Yabancıların Türkiye’de Çalışma İzni (in Turkish); for the option of setting up a new company instead, Company Formation in Turkey for Foreigners; and for protection against the host state, Investment Arbitration and ICSID.

Common mistakes when a foreign investor buys a Turkish company

Frequently asked questions

Can a foreign investor buy a Turkish company?

Yes. Foreign Direct Investment Law No. 4875 makes foreign investment free and guarantees foreign investors equal treatment with domestic investors (Art. 3(a)). Every share acquisition outside the stock exchange is foreign direct investment (Art. 2(b)). Depending on the size of the deal, the sector and the company’s real estate, review by the Competition Board, the sector regulator and under Land Registry Law Article 36 may apply.

Is a special approval for foreigners needed to buy a Turkish company?

There is no general foreign investment approval; foreign investors only report statistical information (Law No. 4875, Art. 4). Being foreign creates extra limits in some sectors: direct foreign capital in a broadcaster may not exceed 50% (Law No. 6112, Art. 19(1)(f)), the majority and control of a commercial air carrier must be with Turkish citizen shareholders (SHY-6A, Art. 9), and reciprocity applies to private security companies (Law No. 5188, Art. 5).

At what thresholds is Competition Board approval required?

Under Communiqué No. 2026/2, in force since 11 February 2026, a transaction changing control is notifiable if either the parties’ combined Turkish turnover exceeds TRY 3 billion and at least two parties each exceed TRY 1 billion in Turkey, or the target’s Turkish turnover exceeds TRY 1 billion and another party’s worldwide turnover exceeds TRY 9 billion. For technology undertakings resident in Turkey, the TRY 1 billion thresholds apply as TRY 250 million for the party concerned.

Is a filing required in Turkey if the deal is between two foreign companies abroad?

The general thresholds in Communiqué No. 2010/4 depend on turnover, not on the parties’ nationality or where the deal is signed. If the parties’ Turkish turnover exceeds the thresholds and the deal changes control, a deal signed abroad also requires Competition Board approval.

What happens if a deal closes without Competition Board approval?

A notifiable transaction does not acquire legal validity until it is approved. Under Article 16 of Law No. 4054, the undertaking is fined one per mille (0.1%) of its annual gross revenue, with a minimum of TRY 302,484.86 for 2026. If the deal significantly impedes competition, the Board can order the previous situation to be restored and impose a fine of up to 10% of revenue.

How long does the Competition Board take to decide?

Under Article 10 of Law No. 4054, the Board clears the transaction or takes it into final examination (Phase II) within fifteen days of the notification. If the Board takes no action within thirty days of the notification, the transaction acquires legal validity. The timetable is longer for transactions taken into final examination.

At what percentages is BDDK approval needed to buy shares in a Turkish bank?

Under Article 18 of Banking Law No. 5411, direct or indirect acquisitions of 10% or more, and transfers that cause a shareholder’s stake to exceed or fall below 10, 20, 33 or 50%, require BDDK approval. An unapproved transfer cannot be entered in the share register, any entry is void, and rights other than dividends are exercised by the TMSF.

Is approval needed to buy an insurance company?

Yes. Under Article 9 of Insurance Law No. 5684, transfers reaching or falling below the 10, 20, 33 and 50% thresholds, and transfers giving the right to appoint board members, require approval; this power is exercised today by SEDDK. Unapproved transfers cannot be entered in the share register.

Does buying a majority in a listed company trigger a mandatory tender offer?

Yes. A person who, alone or with persons acting in concert, acquires more than 50% of the voting rights or the privilege to elect the board majority must make a tender offer to the other shareholders (Capital Markets Law, Art. 26). If the offer is not made in time, the voting rights are frozen. An exemption request must be filed within six business days of the obligation arising (Communiqué II-26.1).

Is EPDK approval needed for a share transfer in an energy company?

Yes. Under Article 57 of the Electricity Market Licensing Regulation, direct or indirect acquisitions of 10% (5% for listed companies) or more in a licence holder, and changes of control, require prior Board approval. During the pre-licence period, the shareholding structure may not be changed and shares may not be transferred except under the exceptions listed in the Regulation; a breach may lead to cancellation of the pre-licence.

Can a foreign investor become a shareholder in a television channel?

Yes, but total direct foreign capital may not exceed 50% of paid-in capital, and a foreigner may be a direct shareholder in at most two media service providers (Law No. 6112, Art. 19(1)(f)). Share transfers are notified to RTÜK within thirty days; transfers of the company and mergers need prior permission (Art. 20).

Can a foreign investor become a shareholder in a Turkish airline?

As a minority shareholder, yes, but the majority of the shares, board seats and voting rights, and control, must be with Turkish citizen shareholders (SHY-6A, Art. 9). In a company holding a preliminary approval or an operating licence, every share transfer needs the prior permission of the Directorate General of Civil Aviation, regardless of the percentage (Art. 10).

Is approval needed to buy shares in a company that holds a mining licence?

Yes. Under Article 82(11) of the Mining Regulation, share transfers above 10% that may change the shareholding structure of the licence holder require Ministry permission. A transfer of the licence itself requires Ministry approval and a transfer fee equal to twice the licence fee (Mining Law, Art. 5).

What happens when you buy a Turkish company that owns real estate?

If, as a result of the transfer, foreigners hold 50% or more of the shares or acquire the power to appoint the majority of the managers, the company falls within Land Registry Law Article 36. The company notifies within one month of the transfer (Art. 36 Regulation, Art. 11), and the properties are reviewed for national security and consistency with the business purpose. After a negative outcome, the property must be disposed of within six months (extendable once by up to six months); otherwise the Ministry of Treasury and Finance sells it and pays out the proceeds.

Which filings are made after the acquisition?

The single-shareholder notice within seven days (Commercial Code Art. 338), the share acquisition notice to the company within ten days (Art. 198), the application to register a limited company share transfer within thirty days (Art. 598), the E-TUYS shareholder list and capital information within one month (Law No. 4875 Implementing Regulation, Art. 5), the beneficial ownership change within one month (Tax Procedure Law General Communiqué No. 529) and, where applicable, the Land Registry Law Article 36 notification within one month.

How is a limited company share transferred to a foreigner?

The transfer agreement is made in writing and the signatures are certified by a notary; unless the articles provide otherwise, the transfer takes effect with general meeting approval, and approval is deemed given if the company does not refuse within three months (Commercial Code Art. 595). The transfer is entered in the share register and registered with the trade registry (Art. 598). A foreign buyer needs a Turkish tax number, an apostilled power of attorney and Turkish translations.

How is the purchase price paid from abroad?

Persons resident abroad are free to acquire stakes in Turkish companies, and foreign currency inflows are made and reported through banks (Central Bank Capital Movements Circular). The price for existing shares is paid to the seller; the blocked capital account rules do not apply to this payment. The later transfer abroad of sale proceeds is guaranteed by Article 3(c) of Law No. 4875.

Is a foreign investor liable for the company’s old tax debts?

The company’s debts are not affected by the share transfer and remain with the company. In a limited company, under Article 35 of Law No. 6183, partners are liable in proportion to their capital shares for public debts that cannot be collected from the company, and the transferring and the acquiring partner are jointly and severally liable, in proportion to the transferred share, for pre-transfer public debts that cannot be collected from the company and were unpaid on the transfer date. Debt clearance documents should therefore be obtained before closing and an indemnity included in the agreement.

Related guides

• Legal Guide for Foreign Investors in Turkey — company, stock exchange, mining, real estate, tax and arbitration
• Company Formation in Turkey for Foreigners — setting up a new company instead of buying one
• Can a Foreign Company Get a Mining License in Turkey? — licence transfer and share transfer permission
• Can Foreign Investors Buy Shares on Borsa Istanbul? — listed shares and disclosure thresholds
• Dividend Repatriation from Turkey for Foreign Shareholders — transferring profits abroad after the acquisition
• Buying Property in Turkey as a Foreign Investor: In Your Own Name or Through a Turkish Company? — Land Registry Law Articles 35 and 36
• Türk Şirketi Satın Alan Yabancı Yatırımcının İzin Haritası — Turkish version of this article
• Solar and Wind Investment in Turkey for Foreign Investors — the energy-sector detail: pre-licence transfer ban and EPDK approval for solar and wind projects
• Can a Foreign Company Open a Branch in Turkey? — entering Turkey through a branch instead of buying or setting up a company
• Shareholders’ Agreements in Turkey — first refusal, tag-along, drag-along and veto rights after the acquisition
• Can Foreigners Build or Buy a Hotel in Turkey? — buying a hotel company: certificate transfer, allocation approval and the Land Registry Law Art. 36 notice
• Can Foreigners Establish a Bank or Buy Into a Bank in Turkey? — BRSA permission for reaching or crossing 10%, 20%, 33% or 50% of a bank, and the consequences of an unauthorised transfer
• Can a Foreigner Be a Board Member or Manager of a Turkish Company? — appointing foreigners to the board after the acquisition and legal-representative liability
• Can Foreigners Establish a Payment Institution or E-Money Institution in Turkey? — CBRT permission for reaching or crossing 10%, 20%, 33% or 50% of a payment or e-money institution
• Can a Foreign Crypto Exchange Set Up a Platform in Turkey or Buy Into a Turkish Platform? — CMB share acquisition permission when buying a crypto platform
• Can Foreigners Invest in a TV, Radio or Internet Broadcaster in Turkey? — Art. 19 limits and RTÜK notification when buying a broadcaster
• Can Foreigners Set Up an Airline in Turkey or Buy Into a Turkish Airline? — the aviation-sector detail: Turkish control rule and SHGM permission for every registered share transfer in an airline
• Can Foreigners Operate Ships in Turkey? — the shipping-sector detail: Turkish-ship conditions and Ministry approval for ownership changes in pilotage and towage
• Can Foreigners Establish a Private Hospital in Turkey or Buy Into One? — the healthcare detail: notification of share transfers in hospital companies and non-transferable licences
• Can Foreigners Explore for and Produce Oil and Gas in Turkey? — Petroleum Law No. 6491, State share, change-of-control permission and EPDK licences
• Can Foreigners Open a Private School in Turkey? — Law No. 5580 foreign shareholder ban and international schools