Buying a shelf company in Turkey can be an efficient alternative to incorporating a new legal entity from scratch. Shelf companies—also known as ready-made or off-the-shelf companies—are pre-registered businesses with no prior activity, designed for rapid acquisition and immediate operation. They allow foreign investors to bypass the full incorporation timeline and enter the Turkish market more quickly.
At ER&GUN&ER Law Firm, we assist international clients in the full process of purchasing a shelf company in Turkey. Our English speaking Turkish lawyers handle company search, share transfer contracts, tax registration updates, and compliance filings. As a recognized Turkish Law Firm and best lawyer firm in Turkey for corporate structuring, we ensure legal certainty, transparency, and protection throughout the acquisition.
What Is a Shelf Company?
A shelf company is a legal entity that has been incorporated but has not conducted any business. It remains "on the shelf" until sold. These companies are typically established with clean commercial histories, neutral trade names, and generic purposes in the Articles of Association. A shelf company in Turkey usually takes the form of a Limited Company (LTD) or Joint Stock Company (A.Ş.).
Foreign buyers acquire the company by purchasing 100% of the existing shares, updating shareholder and director records, and notifying the Trade Registry. Our Turkish Law Firm manages all transactional documentation and provides bilingual agreements prepared by an English speaking Turkish lawyer.
Related: how to establish a new company in Turkey from scratch
Why Buy a Shelf Company in Turkey?
There are several legal and practical advantages for foreign investors who choose to acquire a shelf company in Turkey instead of forming a new one:
- Faster market entry
- Established registration and tax ID
- Pre-existing bank account (in some cases)
- Eligibility to sign contracts or bid in tenders immediately
- Operational readiness for licensing or permits
Our English speaking Turkish lawyers assess each shelf company’s legal background, confirm that it is free of liabilities, and verify registration compliance. As a trusted Turkish Law Firm, we protect clients against hidden debts, unreported tax issues, or concealed legal risks that may arise during the transfer process.
Share Transfer Process for Shelf Companies in Turkey
Purchasing a shelf company in Turkey requires a legally binding share transfer agreement (pay devir sözleşmesi), notarized declarations from sellers and buyers, and registration with the relevant Trade Registry Directorate (Ticaret Sicil Müdürlüğü). The process typically includes:
- Due diligence on company records and legal history
- Drafting and notarization of share transfer contract
- General assembly resolution approving transfer (if applicable)
- Trade registry filing and newspaper publication
- Tax office and SGK (social security) update
At ER&GUN&ER Law Firm, our English speaking Turkish lawyers coordinate each stage of the transfer with precision. We prevent future disputes by ensuring procedural compliance and drafting airtight documentation. As a best lawyer firm in Turkey for company restructuring, we proactively resolve ownership and representation issues before they arise.
Also read: shareholder loans and capital structure regulation in Turkish companies
Updating Tax, Bank and E-Signature Records
After acquiring a shelf company, the new foreign owner must update:
- Tax Office records (Vergi Dairesi)
- Social Security Institution records (SGK)
- Company bank signatory lists
- Electronic signature (e-imza) and e-notification credentials
- Chamber of Commerce profile and official address
Failure to complete these steps may lead to operational restrictions, delayed invoicing, or legal non-recognition of the new shareholder. Our Turkish Law Firm works closely with tax consultants and accountants to synchronize all updates. As your local partner and English speaking Turkish lawyer, we ensure seamless legal continuity post-transfer.
Risks in Shelf Company Acquisitions
Despite their convenience, shelf companies in Turkey can carry hidden risks if not properly vetted. Common issues include:
- Undisclosed tax debts or SGK arrears
- Incomplete corporate books or unregistered resolutions
- Outdated address or Articles of Association
- Inactive bank accounts or signature inconsistencies
- Outstanding commercial court filings or legal disputes
To mitigate these risks, our Turkish Law Firm conducts full legal due diligence, audits the company history, and ensures compliance with the Turkish Commercial Code. As a proactive best lawyer firm in Turkey, we do not rely on surface-level records—we verify every component to ensure you're acquiring a clean and functional legal entity.
See also: how M&A transactions are structured under Turkish corporate law
Judicial Perspective on Company Transfers and Liability
The Turkish Court of Cassation (Yargıtay) has clarified that acquiring a company—whether shelf or operational—does not absolve the buyer from past tax, social security, or commercial liabilities. In practice, failure to verify these risks has led to foreign investors being held accountable for prior debts post-acquisition.
Our litigation team at ER&GUN&ER Law Firm advises clients to treat shelf company acquisitions as high-stakes transactions requiring thorough legal scrutiny. We are a best lawyer firm in Turkey for commercial litigation and have represented foreign clients in numerous post-transfer disputes, helping them recover damages or unwind defective sales.
Frequently Asked Questions (FAQs)
- What is a shelf company in Turkey? A legal entity incorporated but inactive, available for immediate acquisition.
- Why do foreign investors buy shelf companies? To save time, avoid incorporation delays, and operate immediately.
- Is legal due diligence mandatory? Not legally—but essential to avoid post-sale liability or operational risk.
- Can I change the company name after purchase? Yes, through a Trade Registry filing and publication in the Commercial Gazette.
- Are shelf companies safe to use? Only if vetted by a Turkish Law Firm experienced in corporate law.
- What are the legal risks in buying a shelf company? Past tax debts, SGK liabilities, outdated documentation, or ongoing litigation.
- Do I need to be in Turkey to buy a shelf company? No. With a power of attorney, our English speaking Turkish lawyers can manage the entire process.
Invest with Confidence—Let Our Turkish Law Firm Handle Your Shelf Company Acquisition
Buying a shelf company in Turkey can fast-track your entry into one of the region’s most dynamic economies—but only with proper legal support. Every ready-made company must be thoroughly examined for compliance, litigation risks, and registry status.
At ER&GUN&ER Law Firm, our English speaking Turkish lawyers provide end-to-end acquisition services for shelf companies in Istanbul and across Turkey. From due diligence and contract drafting to registry transfer and post-acquisition updates, our Turkish Law Firm ensures your investment is secure and operational from day one. Partner with a best lawyer firm in Turkey for corporate acquisitions that prioritize your legal safety and strategic goals.