Asset purchase agreements (APAs) are a flexible and often strategic alternative to full share acquisitions when entering or exiting the Turkish market. Unlike share purchase agreements (SPAs), which involve the transfer of company equity and all associated liabilities, APAs allow buyers to selectively acquire specific assets—machinery, trademarks, inventory, client databases, or even lease rights—without assuming unrelated obligations of the seller entity. This structure offers a level of transactional control and risk isolation particularly attractive to investors in manufacturing, logistics, technology, and retail sectors. However, the legal landscape governing asset transfers in Turkey requires precise contract drafting, registration protocols, tax planning, and regulatory review. Errors or omissions can lead to serious consequences, including unenforceable contracts, tax reassessments, or post-closing disputes.
At ER&GUN&ER Law Firm, we advise both domestic and international clients in structuring, negotiating, and executing asset purchase agreements under Turkish commercial and civil law. Our team of English Speaking Turkish Lawyers brings hands-on experience from M&A, corporate structuring, and sector-specific transactions. As a best lawyer firm in Turkey for business acquisitions, we offer comprehensive legal strategy—balancing tax exposure, liability management, due diligence, and enforceability—whether you are buying a stand-alone factory or divesting non-core assets from a multi-company group.
APA vs. SPA: Structural Differences and Legal Impact
In Turkey, both asset purchase and share purchase models are used for business acquisitions. However, the choice between them has significant legal and operational implications. In a SPA, the buyer acquires shares in the company and thus inherits all assets and liabilities, including hidden or off-balance sheet exposures. In contrast, an APA allows the buyer to define exactly what they are buying—and, perhaps more importantly, what they are not. Assets can be transferred selectively, and liabilities typically remain with the seller unless contractually assumed. This makes APA ideal in situations where the target company has complex past liabilities, litigation history, or regulatory exposure.
However, APAs are not risk-free. The buyer must conduct asset-specific due diligence and ensure that transfer procedures for each asset class (e.g., IP, real estate, contracts, permits) are correctly executed under Turkish law. Our Turkish Law Firm helps clients navigate the nuanced legal mechanics of asset identification, valuation, and registration to prevent post-closing surprises. We also draft closing condition checklists and negotiate indemnity mechanisms tailored to the assets being transferred.
Which Assets Can Be Transferred Under APA?
An APA can cover a wide range of tangible and intangible assets, provided that the assets are identifiable, transferable, and legally held by the seller. Typical asset classes include:
- Real estate and leasehold rights
- Machinery, equipment, and inventory
- Client lists and CRM data (subject to KVKK compliance)
- Licenses and operating permits (if transferable)
- Trademark, patent, and software rights
- Ongoing contracts (supplier, distribution, service)
- Receivables, prepaid balances, or goodwill (depending on valuation model)
Our lawyers work with technical experts and financial advisors to verify asset existence, ensure that legal title is clear, and prepare asset schedules as annexes to the main APA. This detailed planning ensures that the buyer receives what is contractually promised and that the transfer is enforceable before courts and public registries.
Regulatory Approvals and Third-Party Consents
While asset deals offer flexibility, some asset classes require third-party approvals or regulatory notifications for a valid legal transfer. This is particularly true in heavily regulated sectors such as banking, insurance, pharmaceuticals, and telecommunications. For example, operating licenses, distribution agreements, or long-term supply contracts may contain assignment clauses that prohibit or condition their transfer. Similarly, certain municipal permits, zoning licenses, or energy operation rights may not be transferable without prior ministerial or agency consent.
At ER&GUN&ER Law Firm, we perform a detailed compliance review of all assets subject to regulatory oversight. We initiate approval requests, obtain assignment consents from counterparties, and prepare pre-closing documentation to satisfy government and contractual prerequisites. Without this, the APA may transfer title legally, but the buyer may lack operational access—creating a “legal but unusable” asset risk.
Taxes, Fees, and Statutory Liabilities in APA
Asset purchase transactions are subject to distinct tax and fiscal implications under Turkish law. Depending on the asset type, the following taxes and charges may apply:
- Stamp tax: 0.948% of the contract value unless exempted
- VAT: Standard rate (20%) may apply to asset classes unless the entire business is transferred as a going concern
- Title deed fee: 4% for real estate transfers, shared equally by buyer and seller unless otherwise agreed
- Capital gains tax: Payable by seller on the profit of transferred assets
- Notary fees: Applicable for IP, equipment lists, or contractual assignments
Our tax-aligned legal approach ensures that all transaction elements are structured in a way that minimizes cost, maximizes exemption eligibility, and prevents tax authority challenges. We also advise on how to obtain “business as a whole” exemption status where possible—this is particularly advantageous for APA deals close in form to a full business acquisition.
Post-Transaction Risk Management and Indemnity Clauses
Just because the asset has legally changed hands does not mean the risk disappears. APA contracts must clearly outline post-closing obligations, survival periods for warranties, and financial liability in case of breach or misrepresentation. Buyers often underestimate the importance of well-drafted indemnity clauses, only to find themselves facing claims over unpaid taxes, hidden debts tied to transferred contracts, or zoning violations linked to real estate assets.
As your commercial law firm in Turkey, we negotiate indemnity clauses with clear monetary caps, time limits, escrow protections, and dispute resolution frameworks. We also conduct post-closing audits to ensure compliance and remedy any breaches swiftly. Our team is also equipped to represent clients in litigation or arbitration should post-sale disputes arise—protecting your investment after the ink is dry.
Internal Legal Resources for APA Transactions
- Share Purchase Agreements (SPA) in Turkish M&A
- Tax Obligations for Foreign-Owned Companies
- IP and Brand Licensing During Business Transfers
- Contract Review in Asset Transfers
- Executive Risk Management During Business Exits
Frequently Asked Questions (FAQs)
- What is the difference between an APA and an SPA in Turkey? An APA transfers specific assets. An SPA transfers company shares—including liabilities. APAs are more selective and allow risk isolation.
- Are asset transfers registered publicly? It depends. Real estate, IP, and some contracts require registry filings. Others are effective upon signing and delivery.
- Is VAT always applicable in an asset deal? Not necessarily. If the deal qualifies as a full business transfer (going concern), VAT may be exempt. We evaluate this case-by-case.
- What if the seller has hidden liabilities? That’s where warranties and indemnities apply. We negotiate clauses that hold the seller liable post-sale.
- Can I use a foreign law for an APA in Turkey? Not advisable. Turkish law governs registration, taxation, and enforceability. We draft under Turkish law but can include bilingual terms.
- How long does the APA process take? With complete documents, 2–3 weeks. Longer if regulatory approval or third-party consent is required.
- Is escrow common in APA transactions? Yes. For risk mitigation, part of the price is often held in escrow to cover future claims or valuation disputes.
- How can a Turkish Law Firm help? We structure the deal, draft contracts, handle regulatory filings, manage risk, and defend your rights if disputes arise.
Complete Your Asset Acquisition in Turkey with Legal Certainty
Asset Purchase Agreements in Turkey offer significant flexibility and control when it comes to transferring specific commercial interests. But without a well-planned legal strategy, these transactions can quickly become tangled in registry complications, tax disputes, and post-closing liabilities that can threaten the very value of the deal. Each asset has its own legal ecosystem—real estate, equipment, IP, and contracts all require their own rules of transfer. That’s why using a single document or informal understanding is rarely enough.
At ER&GUN&ER Law Firm, our seasoned English Speaking Turkish Lawyers offer the legal foresight and executional precision needed to structure APA deals that truly protect your commercial interests. As a trusted Turkish Law Firm in mergers, acquisitions, and corporate restructuring, we guide clients through every nuance of asset-based transactions—from due diligence and documentation to post-sale support and litigation defense. If you’re considering acquiring assets in Turkey, we’re ready to turn your intent into a secure, enforceable transaction.