Corporate & Mergers and Acquisitions

Corporate transactions in Türkiye are principally governed by the Turkish Commercial Code No. 6102 (TCC) and the Turkish Code of Obligations No. 6098 (TCO). Depending on the transaction, the applicable framework may also include the Foreign Direct Investment Law No. 4875, the Capital Markets Law No. 6362 and the Law on the Protection of Competition No. 4054.

Company incorporation, changes to articles of association, corporate resolutions and other registrable matters are handled through the relevant Trade Registry Directorates, under the supervision of the Ministry of Trade. The Central Registry Registration System (MERSİS) facilitates company registration procedures. Transactions may also require review or approval by the Turkish Competition Authority or the Capital Markets Board, depending on their structure and regulatory status.

Transaction structuring and preparation. We examine the proposed investment or acquisition structure, including whether the transaction involves a share purchase, asset transfer, capital increase or joint venture. Initial preparation typically involves corporate records, shareholder information, constitutional documents, financial information and existing contractual arrangements.

Legal due diligence. We review corporate documentation, material contracts, liabilities, regulatory permits and potential transaction restrictions. Findings are assessed in connection with transaction documentation, contractual risk allocation and conditions to completion.

Transaction documentation. Our work includes drafting and negotiating share purchase agreements, shareholders' agreements, subscription agreements and related transaction documents. Particular attention is given to representations and warranties, conditions precedent, purchase price adjustments, indemnification and post-closing obligations.

Corporate approvals and completion. We review the corporate resolutions, signing authorities and registration requirements applicable to the transaction. Where necessary, completion is coordinated with trade registry filings, regulatory approvals and the implementation of share transfers or capital increases.

Post-transaction corporate matters. Following completion, companies may require amendments to their articles of association, changes in management or representation, updated corporate records and implementation of shareholders' arrangements. These matters form part of the broader corporate lifecycle.

Our corporate and M&A practice addresses the legal requirements of domestic and international companies, shareholders, private equity and venture capital investors, family-owned businesses, entrepreneurs and foreign investors establishing or acquiring businesses in Türkiye.