Asset Purchase Agreements in Turkey: Transferring a Business, Contracts, Employees, Licences and Liabilities

Introduction

An asset purchase allows a buyer to acquire selected assets, operations or an entire business from a Turkish company without purchasing the shares of the company itself.

The buyer may acquire:

Machinery,
Inventory,
Real estate,
Intellectual property,
Customer contracts,
Supplier relationships,
Receivables,
Business records,
Employees,
Goodwill,
Trade name,
Online accounts,
Regulatory registrations.

Unlike a share purchase, an asset purchase does not ordinarily make the buyer the shareholder of the seller.

The seller continues to exist as a separate legal entity unless it is later liquidated, merged or otherwise terminated.

This structure can allow the buyer to select the parts of the business it wants and attempt to exclude unwanted liabilities. However, Turkish law may impose liability on the buyer despite contractual language stating that liabilities remain with the seller.

Particular risks arise from:

Transfer of an entire commercial enterprise,
Existing business debts,
Workplace and employee transfer,
Tax liabilities,
Environmental obligations,
Regulatory licences,
Contracts requiring third-party consent,
Secured assets,
Competition approval.

The asset purchase agreement must therefore distinguish between:

Assets included in the transaction,
Assets excluded from the transaction,
Liabilities assumed by the buyer,
Liabilities retained by the seller,
Liabilities imposed on the buyer by mandatory law.

The parties’ private allocation of liability remains important between them, but it does not always prevent employees, creditors, tax authorities or regulators from pursuing a person who is legally liable under mandatory Turkish rules.

Asset Purchase and Share Purchase Compared

In a share purchase, the buyer acquires ownership of the company.

The target company remains the legal owner of its:

Assets,
Contracts,
Licences,
Employees,
Receivables,
Debts.

The buyer indirectly receives the entire business through ownership of the shares.

In an asset purchase, ownership of each included business element must be transferred to the buyer according to the rules applicable to that asset or legal relationship.

This may require separate procedures for:

Real estate,
Registered intellectual property,
Vehicles,
Receivables,
Contracts,
Bank accounts,
Employees,
Regulatory permits.

An asset purchase may provide greater liability control, but it frequently requires more extensive transfer documentation and third-party cooperation.

When Is an Asset Purchase Preferred?

An asset transaction may be preferred where the buyer wants to:

Acquire only one product line,
Purchase one factory or location,
Avoid unrelated historical liabilities,
Exclude pending litigation,
Leave unwanted contracts with the seller,
Acquire selected technology and employees,
Carve out a business from a larger corporate group.

It may also be appropriate where the seller does not want to sell the company itself because the company owns several different operations.

An asset purchase may be less attractive where the business depends on:

Non-transferable licences,
Numerous customer contracts,
Government permits,
Long-term leases,
Complex employment arrangements,
Tax attributes that cannot be transferred,
Financing linked to the seller.

The buyer should compare the asset and share structures before agreeing to the transaction form.

Statutory Commercial Enterprise Transfer

Turkish law permits a commercial enterprise to be transferred as a whole without completing an individual disposal transaction for every asset included in the enterprise.

Article 11 of the Turkish Commercial Code provides that a commercial enterprise may be transferred as an integrated whole. Unless the parties agree otherwise, the transfer is presumed to include fixed assets, enterprise value, tenancy rights, trade name, intellectual property rights and assets permanently allocated to the business. The agreement must be in writing and registered and announced through the trade registry.

This statutory structure must be distinguished from an agreement selling only selected individual assets.

Where the parties transfer:

A functioning organisational unit,
Its operating assets,
Customer structure,
Employees,
Commercial continuity,

the transaction may be treated as a transfer of a commercial enterprise or workplace even if the agreement is called an “asset sale.”

The legal nature of the transaction depends on its substance rather than its title.

Written Agreement and Trade Registry

A contract transferring a commercial enterprise as a whole must be made in writing.

The transfer must also be:

Registered with the competent trade registry,
Announced in the Turkish Trade Registry Gazette.

The parties should prepare the filing documents early and confirm the requirements of the relevant trade registry.

The filing package may include:

Signed transfer agreement,
Corporate approvals,
Identification of the transferred enterprise,
Seller and buyer information,
Supporting declarations,
Competition approval where applicable,
Sector-specific permissions.

The trade registry registration does not replace any special transfer procedure required for a particular asset where mandatory legislation requires additional action.

Does Every Asset Transfer Automatically?

The whole-enterprise mechanism facilitates integrated business transfer, but special formalities and restrictions may still apply.

The parties should separately review assets such as:

Real estate,
Registered vehicles,
Regulated licences,
Domain names,
Foreign registrations,
Assets subject to pledges,
Assets owned by third parties,
Public concessions.

The asset schedule should identify both:

Included assets,
Required transfer steps.

A general statement transferring “all business assets” should not be the only description used where the business contains high-value or regulated property.

Liability for Existing Business Debts

The most important buyer risk is Article 202 of the Turkish Code of Obligations.

A person acquiring a business with its assets and liabilities becomes responsible to the creditors for the existing business debts from the date on which the transfer is notified to creditors or announced through the Turkish Trade Registry Gazette.

The former owner also remains jointly and severally liable with the buyer for two years. For debts already due, this period begins on the notification or announcement date. For debts becoming due later, it begins on their maturity date. If the buyer does not complete the required notification or announcement, the two-year period applicable to the former owner does not begin.

This statutory liability can be significantly broader than the buyer expects from an ordinary asset purchase agreement.

Can the Agreement Exclude All Seller Liabilities?

The agreement may state that the buyer assumes only listed liabilities and that the seller retains all other liabilities.

This allocation is important between the buyer and seller.

However, it may not eliminate liability toward third-party creditors where mandatory business-transfer rules impose responsibility on the buyer.

For example, the buyer may be required to pay a creditor under statutory rules and then seek reimbursement from the seller under the SPA indemnity.

The agreement should therefore contain:

Detailed retained-liability provisions,
Seller indemnity,
Security for indemnity claims,
Notice and defence procedures,
Sufficient claim periods,
Escrow or price retention where appropriate.

A contractual exclusion is only useful if the seller remains financially capable of reimbursing the buyer.

Assumed Liabilities Schedule

The SPA should contain a precise schedule of liabilities assumed by the buyer.

Possible assumed liabilities include:

Customer deposits,
Warranty obligations,
Outstanding supplier orders,
Employee obligations arising after closing,
Deferred revenue,
Maintenance obligations,
Specific equipment leases.

The buyer should avoid language such as:

“The buyer assumes all liabilities connected with the business.”

This phrase may include liabilities that were:

Undisclosed,
Contingent,
Disputed,
Unrecorded,
Unknown at signing.

Assumed liabilities should be defined narrowly and connected with identified documents, periods and monetary amounts where possible.

Retained Liabilities

The seller may retain responsibility for matters such as:

Pre-closing tax,
Historical litigation,
Product defects relating to pre-closing manufacture,
Environmental contamination,
Employee claims arising before closing,
Related-party debt,
Regulatory penalties,
Criminal or administrative investigations,
Unpaid supplier invoices.

The agreement should clarify whether the seller’s responsibility applies to:

Claims made before closing,
Claims made after closing but arising from earlier events,
Unknown liabilities,
Contingent liabilities.

Creditor Notification

Where the transaction constitutes a statutory business transfer, creditor notification and trade registry announcement have important consequences for liability.

The parties should determine:

Which party prepares notices,
When notices are sent,
Which creditors are notified directly,
Who pays publication expenses,
Whether creditor acknowledgement is requested.

Notification should not suggest incorrectly that the seller is immediately released from liability.

Under the statutory system, the seller remains jointly liable for the applicable two-year period.

Contract Transfer

Business assets frequently include valuable contracts.

These may include:

Customer agreements,
Supply agreements,
Distribution contracts,
Leases,
Software licences,
Maintenance agreements,
Insurance policies,
Financing documents.

Under the general Turkish contractual-transfer rule, transferring an entire contract ordinarily requires an agreement among:

Transferor,
Transferee,
Remaining contract party.

Consent may be given in advance or granted after the transfer. The transfer must also follow the form required for the original contract.

The buyer should not assume that purchasing the business automatically transfers every contract without the counterparty’s involvement.

Change-of-Control and Assignment Clauses

An asset transaction usually constitutes a direct transfer of contracts rather than a change in shareholder control.

The buyer should review whether each material contract:

Permits assignment,
Requires written consent,
Prohibits transfer,
Allows termination,
Imposes a transfer fee,
Requires financial qualifications.

Where a contract is essential to the business, counterparty consent should usually be a condition precedent to closing.

Examples include:

Main distribution agreement,
Largest customer contract,
Factory lease,
Software platform licence,
Government procurement contract.

What Happens If Consent Is Not Obtained?

The parties may agree that the seller will continue performing temporarily for the buyer’s economic benefit.

Such an arrangement may be called:

Transitional arrangement,
Subcontracting arrangement,
Back-to-back performance,
Agency arrangement.

This structure creates risk because:

Seller remains legally responsible to the customer,
Buyer may have no direct enforcement right,
Contract may prohibit subcontracting,
Tax and regulatory consequences may arise,
Arrangement may be treated as an unauthorised assignment.

A temporary workaround should be used only after reviewing the original contract and applicable law.

Customer Relationships

Customer goodwill is commercially valuable but is not always a separately transferable legal asset.

The buyer should identify:

Which customer contracts transfer,
Which customers purchase without written contracts,
Which customer data may lawfully be transferred,
Whether customer consent is needed,
Whether prepaid amounts exist,
Who handles returns and warranties.

The SPA should state how pre-closing and post-closing sales are divided.

It should also regulate:

Orders accepted before closing,
Products delivered after closing,
Customer payments received by the wrong party,
Credit notes,
Refunds,
Warranty claims.

Receivables

A seller may transfer trade receivables to the buyer.

An assignment of receivables should generally be made in writing under Turkish law.

The agreement should identify:

Debtor,
Invoice,
Principal amount,
Currency,
Maturity,
Security,
Disputes,
Existing payments.

The debtor should be notified so that payment is directed correctly.

The buyer should investigate whether a receivable is:

Pledged,
Assigned to a bank,
Factored,
Subject to set-off,
Disputed,
Time-barred.

A receivable appearing in the accounting records is not necessarily collectible.

Cash and Bank Accounts

Bank accounts do not normally move to the buyer merely because the business is transferred.

The parties should determine whether:

Cash remains with the seller,
Cash is included in the purchase-price calculation,
Customer payments after closing must be forwarded,
New buyer accounts will be opened.

Existing account numbers may be connected with:

Bank credit,
Pledge,
Automatic payments,
POS systems,
Salary payments.

The transition plan should prevent business interruption.

Employees in an Asset Purchase

If the transaction constitutes a transfer of a workplace or part of a workplace based on a legal transaction, the employment contracts existing on the transfer date pass to the buyer with all rights and obligations.

The buyer must recognise the employee’s service period beginning from the employee’s original start date with the seller. The buyer and seller are jointly liable for employment debts that arose before the transfer and were due on the transfer date, while the seller’s statutory joint liability is limited to two years.

Employee transfer is therefore not simply a matter of offering new employment agreements.

When Does Workplace Transfer Apply?

Workplace transfer generally requires the transfer of an organised economic unit that continues its identity.

Relevant factors may include:

Business activity continues,
Assets are transferred,
Employees continue the same work,
Customer structure continues,
Location or production organisation remains operational.

The purchase of isolated machinery or inventory without continuation of an organised business may not constitute a workplace transfer.

The classification requires analysis of the complete transaction.

Is Employee Consent Required?

Where Article 6 of the Labour Law applies, existing employment contracts transfer by operation of law.

The statute does not create a general requirement to terminate the existing contracts and sign entirely new contracts with every employee.

The buyer should nevertheless provide employees with practical information concerning:

Transfer date,
New employer details,
Payroll,
Management,
Workplace policies,
Data processing.

Individual consent may be needed where the buyer wants to make a material adverse change to:

Salary,
Position,
Working location,
Working hours,
Benefits.

The business transfer itself should not be used to impose unilateral changes that would otherwise require employee approval.

Can Employees Be Dismissed Because of the Transfer?

The seller or buyer cannot terminate an employment contract merely because the workplace or part of it has been transferred.

The transfer itself does not constitute a just cause for termination.

Termination rights based on genuine:

Economic reasons,
Technological reasons,
Organisational requirements,
Other legally valid grounds

remain subject to the ordinary employment-law rules.

A buyer should avoid requiring the seller to dismiss all employees immediately before closing solely to avoid transfer obligations.

Accrued Employee Rights

The buyer should investigate accrued employee rights including:

Salary,
Overtime,
Annual leave,
Bonuses,
Commissions,
Severance exposure,
Social-security premiums,
Expense claims.

Even where the SPA allocates historical employee liabilities to the seller, employees may pursue legally responsible employers.

The SPA should include:

Employee schedule,
Accrued-benefit calculation,
Specific labour indemnity,
Payroll reconciliation,
Cooperation procedure.

Collective Bargaining and Employee Representation

Where employees are unionised or covered by a collective bargaining agreement, the buyer should review:

Union recognition,
Collective agreement duration,
Employer obligations,
Workplace representation,
Pending negotiations,
Industrial disputes.

The transfer of assets does not automatically allow the buyer to disregard collective employment rights.

Special analysis may be required where only part of an enterprise is transferred.

Employee Personal Data

The seller will need to transfer employee information to the buyer for employment continuity.

The parties should limit transferred information to what is legally necessary and establish:

Lawful processing basis,
Security measures,
Access controls,
Retention periods,
Employee notices.

Sensitive employee data should not be placed in an unrestricted transaction data room.

Real Estate

Real estate must be transferred through the legally required title deed procedure.

A private asset purchase agreement alone does not transfer ownership of Turkish real estate.

Before closing, the buyer should investigate:

Title ownership,
Mortgages,
Attachments,
Easements,
Zoning,
Building permit,
Occupancy permit,
Environmental issues,
Tenancies,
Public restrictions.

The seller should deliver the property free from encumbrances except those expressly accepted by the buyer.

Foreign Buyers and Turkish Real Estate

A foreign company incorporated outside Turkey may face restrictions when acquiring Turkish real estate directly.

A Turkish company with foreign shareholders is treated differently and may acquire real estate for its permitted activities, subject to the foreign-capital real estate framework and special restrictions concerning military or security zones.

The acquisition structure should be reviewed before including real estate in the APA.

Leased Premises

Where the business operates from leased premises, the buyer must review:

Lease term,
Assignment clause,
Landlord consent,
Deposit,
Rent arrears,
Renewal,
Use restrictions,
Sublease.

The general inclusion of tenancy rights in a statutory commercial enterprise transfer does not eliminate every question arising under mandatory lease rules or the specific lease contract.

Landlord consent should be obtained where legally or contractually required.

Machinery and Equipment

The asset schedule should identify machinery through:

Serial number,
Brand,
Model,
Location,
Ownership record,
Book value,
Condition.

The buyer should determine whether equipment is:

Owned by the seller,
Leased,
Subject to finance lease,
Pledged,
Held under retention of title,
Borrowed from a supplier.

Physical presence at the seller’s factory does not prove ownership.

Inventory

The agreement should regulate:

Inventory count,
Valuation,
Obsolete stock,
Damaged products,
Expiry dates,
Work in progress,
Consignment goods,
Customer-owned materials.

The buyer may pay according to:

Fixed inventory price,
Closing count,
Lower of cost or market value,
Agreed accounting principles.

An independent count at closing may reduce disputes.

Intellectual Property

The transferred business may depend on:

Trademarks,
Patents,
Software,
Designs,
Copyright,
Domain names,
Know-how.

The buyer should verify:

Ownership,
Registration,
Territory,
Renewal,
Existing licences,
Pledges,
Infringement proceedings,
Employee and contractor assignments.

Registered rights should be transferred through the applicable TÜRKPATENT or other registry procedure.

The APA should distinguish between:

Owned intellectual property transferred,
Licensed intellectual property requiring consent,
Group-owned rights provided under a transitional licence.

Trade Name and Brand

Under the statutory commercial enterprise transfer rule, the trade name may be included unless the parties agree otherwise.

However, the buyer should confirm:

Whether the trade name may lawfully continue,
Whether it contains the seller’s corporate name,
Whether trademarks are separately registered,
Whether domain names and social-media accounts transfer.

The agreement should state when the seller must stop using transferred branding.

Software

Software used in the business may be:

Owned by seller,
Licensed from third parties,
Developed by employees,
Developed by contractors,
Open-source based.

The buyer should determine whether third-party software licences:

Are transferable,
Require consent,
Are limited to a named company,
End when hardware changes,
Restrict source-code access.

The transfer of physical computers does not automatically transfer all software rights installed on them.

Regulatory Licences and Permits

Licences and administrative permits may be:

Transferable,
Transferable with approval,
Specific to the seller,
Specific to a facility,
Non-transferable.

Relevant licences may include:

Operating permits,
Environmental licences,
Food production approvals,
Healthcare authorisations,
Energy licences,
Tourism certificates,
Import authorisations,
Product registrations.

The buyer should not assume that every licence follows the assets.

Where a new licence must be obtained, closing may need to be conditional on:

Regulatory approval,
Temporary operating arrangement,
Reissuance,
Inspection.

Government Contracts and Concessions

Public contracts may contain strict restrictions concerning:

Assignment,
Subcontracting,
Change in contractor,
Transfer of operating rights,
Regulatory approval.

Unauthorised transfer may result in:

Termination,
Penalty,
Debarment,
Loss of guarantee.

Government and concession arrangements should be reviewed individually before they are included in the acquired business.

Environmental Liabilities

Purchasing land, a factory or an industrial operation may expose the buyer to environmental risk.

Potential issues include:

Soil contamination,
Hazardous waste,
Emissions,
Water discharge,
Missing permits,
Remediation orders,
Historical spills.

The APA should not rely only on a general statement that the seller complied with environmental law.

The buyer may require:

Environmental assessment,
Soil testing,
Remediation before closing,
Specific indemnity,
Escrow,
Pollution insurance.

Product Liability and Warranties

The parties should allocate responsibility for:

Products manufactured before closing,
Products sold before closing,
Products delivered after closing,
Recalls,
Customer warranties,
Spare parts.

A claim may arise after closing even though the defective product was manufactured by the seller before closing.

The APA should use clear time-based and event-based allocation rules.

Personal Data and Customer Databases

A customer database may have significant value, but personal data cannot be transferred merely because it is listed as an asset.

The parties should assess:

Purpose of original collection,
Legal basis for transfer,
Customer notices,
International data transfers,
Marketing consent,
Retention,
Security.

Anonymous commercial information should be distinguished from identifiable personal data.

The buyer should not use transferred data for a new incompatible purpose without a proper legal basis.

Excluded Assets

Excluded assets may include:

Seller cash,
Tax refunds,
Certain receivables,
Corporate records unrelated to business,
Insurance claims,
Other business lines,
Group trademarks,
Related-party balances.

The schedule should be detailed.

A broad description such as “all assets not required for the business” creates uncertainty.

Purchase Price Allocation

The total purchase price should be allocated among asset categories.

The allocation may cover:

Real estate,
Machinery,
Inventory,
Intellectual property,
Customer contracts,
Goodwill,
Non-compete obligation.

The allocation affects:

Accounting,
Depreciation,
Tax,
VAT,
Transfer fees,
Post-closing disputes.

Buyer and seller should use a consistent allocation in transaction documents and tax filings.

Tax Treatment

An asset transaction may generate different taxes and transaction costs from a share sale.

Depending on the structure, relevant issues may include:

Corporate income tax on seller’s gain,
VAT,
Stamp tax,
Title deed fees,
Withholding obligations,
Customs,
Transfer pricing.

Turkish VAT generally applies to commercial deliveries of assets unless a specific exemption applies. Certain qualifying corporate reorganisations or statutory transfers may benefit from special VAT treatment, but the exemption depends on satisfying the relevant tax-law conditions and cannot be assumed for every business sale.

A tax analysis should be completed before the parties finalise the price.

Tax Liabilities

The buyer should conduct tax due diligence even in an asset deal.

Potential exposure may arise through:

Statutory succession,
Transferred operations,
Tax liens over assets,
Unpaid taxes reflected in purchase price,
Incorrect VAT treatment,
Employee payroll liabilities.

The APA should include:

Seller tax warranties,
Specific tax indemnity,
Tax clearance documents where obtainable,
Responsibility for pre-closing returns,
Cooperation in audits.

Purchase Price Mechanisms

The price may be calculated as:

Fixed amount,
Asset-by-asset value,
Closing balance-sheet adjustment,
Inventory adjustment,
Earn-out,
Assumed liabilities plus cash payment.

The agreement should specify whether the price is:

Inclusive or exclusive of VAT,
Reduced by debt,
Adjusted for missing assets,
Subject to escrow,
Payable in instalments.

Closing Accounts

Closing accounts may be used to verify:

Inventory,
Receivables,
Assumed payables,
Employee accruals,
Customer deposits,
Working capital.

The agreement should define:

Accounting principles,
Preparation timetable,
Review,
Objection,
Independent expert procedure.

Conditions Precedent

Common asset-deal conditions include:

Competition approval,
Regulatory licence,
Contract consents,
Landlord consent,
Release of pledges,
Transfer of intellectual property,
Employee-transfer preparation,
Financing,
Corporate approvals.

The APA should identify:

Responsible party,
Required efforts,
Evidence,
Waiver rights,
Long-stop date.

Competition Authority Approval

An asset acquisition may require prior Turkish Competition Authority approval where the assets constitute all or part of a business and the transaction results in a lasting change of control.

Turkey updated its merger-control thresholds in February 2026. The current framework increased the individual Turkish turnover threshold to TRY 1 billion, aggregate Turkish turnover threshold to TRY 3 billion and worldwide turnover threshold to TRY 9 billion under the applicable alternative tests.

The analysis is not limited to transactions involving company shares.

The acquisition of:

Factory,
Brand and customer base,
Business division,
Product line,
Operating assets

may constitute a notifiable concentration where the transferred assets form a market business to which turnover can be attributed.

No Closing Before Competition Approval

Where Competition Authority clearance is required, the parties should not implement the transaction before approval.

Potential gun-jumping risks include:

Buyer taking control of pricing,
Integrating operations,
Transferring customers,
Operating acquired assets,
Exchanging unnecessary sensitive information.

The APA should provide that:

Seller continues ordinary operation,
Buyer consent rights are limited to value protection,
Closing occurs only after clearance.

Signing and Closing

Signing and closing may occur on the same day where:

Transfer approvals are complete,
Asset schedules are final,
Consents are obtained,
Payment is ready.

A split signing and closing is more common where the transaction requires:

Regulatory approval,
Contract consent,
Licence transfer,
Employee arrangements,
Release of security.

Closing Deliverables

Seller deliverables may include:

Transfer agreement,
Inventory,
Machinery delivery records,
Title deed transfer,
Vehicle transfer documents,
IP assignment,
Domain transfer,
Contract consents,
Employee list,
Corporate records,
Keys and passwords,
Release of pledges.

Buyer deliverables may include:

Purchase price,
Corporate approval,
Guarantees,
Assumption documents,
Licence applications,
Evidence of insurance.

The parties should use a written closing memorandum confirming which actions occurred and at what time.

Risk and Title Transfer

The SPA should state when:

Ownership transfers,
Risk of loss transfers,
Economic benefit transfers,
Buyer becomes responsible for operation.

These moments may differ for different assets.

For example:

Real estate ownership passes through title registration,
Movable ownership may pass through delivery,
Receivables pass through written assignment,
Contracts pass after required consent,
Employees pass under the workplace-transfer rules.

The agreement should not use one generic closing statement where the legal transfer mechanics differ materially.

Warranties

Seller warranties may cover:

Ownership of assets,
Absence of encumbrances,
Condition of machinery,
Inventory,
Contracts,
Employees,
Licences,
Intellectual property,
Tax,
Environmental compliance,
Litigation,
Data protection.

Fundamental warranties should confirm that:

Seller owns the assets,
Seller has authority to transfer,
Assets are free from undisclosed security,
Transaction documents are binding.

Specific Indemnities

Known risks should be addressed through specific indemnities.

Examples include:

Existing tax audit,
Environmental contamination,
Pending employee claim,
Product recall,
Unlicensed building,
Customer litigation,
Creditor claim under business-transfer liability.

The indemnity should regulate:

Trigger,
Recoverable amount,
Claim procedure,
Defence control,
Duration,
Cap,
Security.

Escrow and Retention

Part of the price may be held to secure:

Historical liabilities,
Tax claims,
Environmental remediation,
Purchase-price adjustment,
Creditor claims.

The escrow terms should identify:

Holder,
Release dates,
Claim notices,
Disputed amounts,
Interest,
Final release.

An unsecured seller indemnity may have limited value if the seller distributes the sale proceeds or becomes insolvent after closing.

Restrictive Covenants

The seller may agree not to compete with the transferred business or solicit its:

Customers,
Employees,
Suppliers.

The restriction should be proportionate concerning:

Duration,
Territory,
Business scope,
Persons covered.

A restriction may be necessary to protect the goodwill purchased by the buyer but should not prevent unrelated commercial activity.

Transitional Services

The buyer may temporarily need the seller to provide:

Accounting,
IT,
Warehousing,
Procurement,
Customer service,
Payroll,
Regulatory support.

A transitional services agreement should define:

Services,
Charges,
Service levels,
Duration,
Data access,
Exit plan,
Liability.

The buyer should avoid acquiring a business that cannot operate separately on the closing date without a documented transition plan.

Post-Closing Matters

Post-closing obligations may include:

Trade registry announcement,
Regulatory notifications,
Licence completion,
Customer notices,
Employee payroll migration,
IP recordation,
Data migration,
Final inventory adjustment,
Forwarding payments received by the wrong party.

The APA should assign responsibility and deadlines.

Common Asset Purchase Mistakes

Common mistakes include:

Assuming all liabilities can be excluded contractually,
Failing to analyse TBK Article 202,
Failing to obtain contract consent,
Treating licences as automatically transferable,
Ignoring workplace-transfer rules,
Not identifying employee accruals,
Paying for assets subject to pledge,
Using an incomplete asset schedule,
Ignoring customer deposits,
Failing to allocate inventory risk,
Transferring personal data without analysis,
Ignoring competition approval,
Failing to coordinate title and payment.

Buyer Checklist

The buyer should review:

Transaction structure.
Entire business or selected assets.
Asset ownership.
Encumbrances.
Existing liabilities.
Contracts and consents.
Employees.
Tax.
Real estate.
Machinery.
Inventory.
Receivables.
Intellectual property.
Data protection.
Licences.
Environmental risks.
Competition approval.
Closing mechanics.
Transitional services.
Seller security.

APA Drafting Checklist

The agreement should address:

Included assets.
Excluded assets.
Assumed liabilities.
Retained liabilities.
Purchase price.
VAT and taxes.
Price allocation.
Conditions precedent.
Regulatory approvals.
Contract consents.
Employee transfer.
Closing deliverables.
Risk and title.
Warranties.
Specific indemnities.
Liability limits.
Escrow.
Non-compete.
Transitional services.
Post-closing cooperation.
Governing law.
Dispute resolution.

Frequently Asked Questions

What is an asset purchase agreement?

It is a contract under which a buyer acquires selected assets, liabilities or an operating business from a seller without necessarily acquiring the seller’s shares.

Is an asset purchase safer than a share purchase?

It may allow greater selection of assets and liabilities, but mandatory Turkish rules can still impose liability on the buyer.

Can an entire commercial enterprise be transferred with one agreement?

Yes. Turkish law permits an integrated commercial enterprise transfer through a written agreement registered and announced through the trade registry.

Which assets are presumed to be included?

Unless otherwise agreed, the statutory presumption may include fixed assets, enterprise value, tenancy rights, trade name, intellectual property and permanently allocated business assets.

Can the parties exclude certain assets?

Yes. Excluded assets should be identified expressly.

Does the buyer assume the seller’s debts?

Where the transaction falls within the statutory business-transfer framework, the buyer may become responsible for business debts under TBK Article 202.

How long does the seller remain liable?

The former owner generally remains jointly and severally liable with the buyer for two years under the statutory business-transfer rule.

When does the two-year period begin?

For due debts, it begins from notification or announcement. For debts becoming due later, it begins from maturity.

What happens if the transfer is not announced?

The statutory two-year period for the former owner does not begin until the notification or announcement obligation is completed.

Can the APA state that the buyer assumes no liabilities?

It can allocate liability between the parties, but it may not eliminate mandatory liability toward third parties.

Can contracts be transferred automatically?

Not every contract. General contract transfer ordinarily requires consent from the remaining contract party unless a statutory succession rule or prior consent applies.

Should customer consent be obtained?

Where the contract requires consent or prohibits assignment, consent should be obtained before closing.

Do employees transfer to the buyer?

If the transaction constitutes a workplace or workplace-part transfer, existing employment contracts transfer with their rights and obligations.

Is employee consent required for the workplace transfer?

The Labour Law provides for transfer of existing contracts by operation of law where Article 6 applies. Material changes to employment conditions require separate analysis.

Can employees be dismissed because the business is sold?

The transfer itself cannot be the sole reason for termination. Genuine economic, technological or organisational grounds remain subject to ordinary employment law.

Who is responsible for pre-closing employee debt?

For debts arising before the transfer and due on the transfer date, the seller and buyer may be jointly liable, while the seller’s statutory responsibility is generally limited to two years.

Do operating licences transfer automatically?

Not necessarily. Each licence must be reviewed according to its governing regulation and issuing authority.

Can real estate be transferred through the APA alone?

No. Ownership requires completion of the legally prescribed title deed transfer.

Can machinery be transferred by listing it in the agreement?

Ownership and possession must be transferred properly, and existing pledges, leases and third-party rights should be checked.

Can receivables be transferred?

Yes. The assignment should be documented in writing and the debtor should be notified.

Can customer personal data be sold as an ordinary asset?

Personal-data transfer requires a lawful basis and compliance with Turkish data-protection rules.

Is VAT payable?

Ordinary commercial asset deliveries may be subject to VAT. Certain qualifying reorganisations may receive an exemption, but transaction-specific tax analysis is required.

Is Competition Authority approval required?

It may be required if the transferred assets constitute a business and the transaction creates a lasting change of control while meeting the turnover thresholds.

What are the main 2026 turnover figures?

The revised framework uses figures including TRY 1 billion individual Turkish turnover, TRY 3 billion aggregate Turkish turnover and TRY 9 billion worldwide turnover under the applicable tests.

Can the buyer operate the business before approval?

Not where mandatory competition clearance is outstanding. Premature implementation can create gun-jumping risk.

What is an assumed liability?

It is a liability that the buyer contractually agrees to take over.

What is a retained liability?

It is a liability allocated to the seller under the APA.

What is a specific indemnity?

It is a contractual promise requiring the seller to compensate the buyer for a defined known risk.

Why is escrow useful?

It secures potential buyer claims against part of the purchase price after closing.

Can the seller continue competing?

The APA may include a proportionate non-compete provision protecting the transferred goodwill.

Are asset purchase disputes subject to mediation?

Qualifying commercial monetary and compensation claims filed before Turkish courts generally require mandatory commercial mediation.

Can disputes be arbitrated?

Yes. International asset purchase agreements frequently use arbitration, while registry, regulatory and certain third-party matters may still require Turkish proceedings.

Conclusion

An asset purchase can provide a foreign or domestic buyer with greater flexibility than a share purchase.

The buyer may select:

Assets,
Business units,
Employees,
Contracts,
Intellectual property,
Liabilities.

However, the buyer cannot safely assume that every unwanted liability can be excluded through contractual wording.

Where the transaction constitutes a transfer of a commercial enterprise, Turkish law may make the buyer responsible for existing business debts. The seller generally remains jointly and severally liable for a two-year statutory period.

Where a workplace or part of a workplace is transferred, existing employment contracts pass to the buyer with their rights and obligations. Employees’ service periods must be recognised from their original start dates, and the transfer alone cannot be used as the reason for termination.

Contracts, licences and permits require separate review.

A contract may require counterparty consent. A regulatory licence may be non-transferable. Real estate, registered intellectual property, vehicles and receivables may require distinct transfer procedures.

The APA should therefore include detailed schedules covering:

Included assets,
Excluded assets,
Assumed liabilities,
Retained liabilities,
Contracts,
Employees,
Licences,
Intellectual property,
Encumbrances.

The purchase-price mechanism should also address:

Inventory,
Receivables,
Customer deposits,
Employee accruals,
VAT,
Assumed debt.

Known risks should be covered through specific indemnities and, where necessary, escrow or purchase-price retention.

Competition approval may be required where the transferred assets constitute a functioning business and the current turnover thresholds are met.

The safest asset acquisition is one in which every material asset has:

An identified owner,
A defined transfer procedure,
A verified legal status,
A clear liability allocation,
A closing deliverable.

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