Understanding how to structure and execute a share purchase agreement Turkey is critical for international investors, Turkish shareholders, and corporate buyers. At Istanbul Law Firm, we specialize in guiding clients through the intricacies of Turkish company share transfers. Our team includes highly experienced English speaking lawyer in Turkey and expert Turkish lawyers who assist in drafting robust contracts, negotiating cross-border terms, and managing local regulatory filings. As a trusted law firm in Istanbul, we deliver legal precision and commercial pragmatism. Whether you are a founder, VC firm, or multinational entity, our mission is to protect your interests and ensure deal success in line with Turkish law. Explore how our Turkish Law Firm can safeguard your M&A strategy.

1. Key Legal Elements of a Share Purchase Agreement

In Turkey, a share purchase agreement (SPA) must clearly define key provisions such as pricing terms, payment structure, warranties, indemnities, and dispute resolution mechanisms. A lawyer in Turkey ensures that each clause aligns with Turkish Commercial Code requirements. Our Turkish lawyers carefully review representations, closing conditions, and governing law clauses for enforceability. A qualified English speaking lawyer in Turkey translates each document and provides clients with clause-by-clause breakdowns. As a full-service law firm in Istanbul, we make sure foreign clients understand their rights and obligations under Turkish jurisdiction. To explore broader M&A regulation, visit our guide on corporate law in Turkey.

The SPA should also address shareholder rights through tag-along, drag-along, and pre-emption clauses. These elements are vital in safeguarding both minority and majority shareholder positions. A lawyer in Turkey adapts international standards to comply with local company registration practices. Our Turkish lawyers coordinate with tax consultants and notaries to validate share transfer certificates. An English speaking lawyer in Turkey ensures language localization is legally valid at closing. As a leading Turkish Law Firm, we draft SPAs that avoid ambiguity and future litigation.

Additionally, any SPA involving Turkish companies should list detailed schedules such as financial statements, organizational charts, regulatory permits, and corporate resolutions. Istanbul Law Firm helps buyers prepare these schedules and verifies their compliance with local format. A lawyer in Turkey oversees the collection and formatting of annexes. Our Turkish lawyers ensure notarization and registry of share transfers post-signing. A senior English speaking lawyer in Turkey reviews every schedule to confirm accuracy. As a detail-oriented law firm in Istanbul, we streamline document preparation for flawless execution.

2. Due Diligence and Risk Assessment

Thorough due diligence is essential for minimizing risk in Turkish share acquisitions. A lawyer in Turkey typically begins with a legal audit of the target company, examining liabilities, tax exposure, employment contracts, and real estate titles. Our Turkish lawyers verify company registration records, examine commercial litigation history, and assess compliance with sector-specific licensing. An English speaking lawyer in Turkey summarizes findings in bilingual risk reports. At Istanbul Law Firm, we flag critical red flags to protect acquirers from hidden liabilities. For SPAs involving companies with import/export operations, see our article on import/export regulations in Turkey.

We also conduct financial and tax due diligence in cooperation with licensed accountants. Our Turkish lawyers review corporate tax returns, payroll filings, and existing audit outcomes. A lawyer in Turkey checks for any ongoing disputes with Turkish Tax Authority. An English speaking lawyer in Turkey explains each issue in terms of its impact on post-closing liability. As a proactive law firm in Istanbul, we prevent transactional surprises and litigation through early diagnostics. For deals with fiscal implications, see our content on corporate tax for foreign companies in Turkey.

Another critical diligence layer involves operational contracts and licensing. Istanbul Law Firm analyzes ongoing supplier agreements, key employee contracts, and software or IP ownership. A lawyer in Turkey evaluates exclusivity clauses or assignment restrictions. Our Turkish lawyers validate that existing agreements will survive post-transfer. An English speaking lawyer in Turkey presents these insights clearly to acquisition teams. As a commercial-savvy Turkish Law Firm, we help buyers evaluate compatibility before executing the SPA.

3. Regulatory Filings and Authority Approvals

In many Turkish industries, share transfers trigger mandatory notifications or approvals from public authorities. Istanbul Law Firm assists clients in determining whether a transaction requires pre-closing clearance from the Competition Authority, Banking Regulation and Supervision Agency (BRSA), or the Capital Markets Board (CMB). A lawyer in Turkey examines target company activities, thresholds, and sector-specific legislation. Our Turkish lawyers coordinate with compliance officers and submit formal filings on behalf of the buyer or seller. An English speaking lawyer in Turkey provides timelines and required documents in a structured, translated format. As a proactive law firm in Istanbul, we help clients avoid post-closing invalidations and penalties by securing timely approvals. For foreign investors establishing entities in regulated industries, refer to our article on setting up branch office in Turkey.

Beyond regulatory filings, public disclosure obligations may arise depending on transaction size and ownership structures. Istanbul Law Firm evaluates whether CMB, Turkish Trade Registry Gazette, or sectoral bulletins require notices. A lawyer in Turkey prepares corporate resolutions, notary declarations, and transactional gazette notices. Our Turkish lawyers supervise translation, notarization, and registration. An English speaking lawyer in Turkey communicates key steps to legal departments and general counsel abroad. As an experienced Turkish Law Firm, we ensure formalities are correctly and efficiently completed.

When foreign currency is involved in SPAs, declarations to the Central Bank or Financial Crimes Investigation Board (MASAK) may also be necessary. Istanbul Law Firm assists in preparing transfer pricing compliance reports and currency movement notifications. A lawyer in Turkey reviews fund origin documents to comply with anti-money laundering (AML) rules. Our Turkish lawyers prepare bilingual MASAK compliance forms and declarations. An English speaking lawyer in Turkey explains timing and record-keeping requirements. As a vigilant law firm in Istanbul, we keep transactions compliant under capital movement regulations.

4. Payment Mechanisms and Escrow Structures

Structuring payment in a share purchase agreement Turkey context involves escrow accounts, price adjustments, holdbacks, or earn-outs. Istanbul Law Firm advises both buyers and sellers on mechanisms suitable for risk allocation and cross-border transactions. A lawyer in Turkey drafts price payment schedules and links conditions to deliverables such as regulatory approvals or clean audits. Our Turkish lawyers structure local escrow agreements with banks or notaries. An English speaking lawyer in Turkey explains funds release triggers and tax considerations. As a commercial-savvy law firm in Istanbul, we secure stakeholder interests through tight financial controls.

We also advise on purchase price adjustments for net debt, working capital, or EBITDA deviations. A lawyer in Turkey negotiates adjustment metrics, reference dates, and calculation methods. Our Turkish lawyers work with auditors and CFOs to verify financial baselines. An English speaking lawyer in Turkey documents agreed adjustment methodology for enforceability. As a diligent Turkish Law Firm, we reduce disputes over post-closing financial settlements through clear, data-driven drafting.

Earn-outs are often included to bridge valuation gaps, especially in startups and high-growth companies. Istanbul Law Firm drafts earn-out provisions linked to revenue, margin, or customer retention benchmarks. A lawyer in Turkey ensures conditions are measurable and non-manipulable. Our Turkish lawyers define accounting standards and third-party audit rights. An English speaking lawyer in Turkey helps clients prepare reporting structures. As a solution-oriented law firm in Istanbul, we promote long-term alignment through well-drafted earn-out clauses.

5. Closing Procedures and Post-Transfer Filings

The closing of a share purchase transaction in Turkey requires coordination between legal, financial, and registry teams. Istanbul Law Firm supervises every closing checklist item—from document execution to share ledger update. A lawyer in Turkey prepares closing minutes, board resolutions, and payment confirmations. Our Turkish lawyers oversee notarial certification, trade registry update, and transfer tax filings. An English speaking lawyer in Turkey ensures all documents are bilingual and time-stamped. As a detail-focused law firm in Istanbul, we manage closing to eliminate execution risk.

Post-closing, companies must update shareholder records, notify regulators, and submit related tax forms. A lawyer in Turkey files trade registry notices and updates corporate governance documents. Our Turkish lawyers prepare board seat changes, share certificates, and capital structure summaries. An English speaking lawyer in Turkey reviews post-closing actions with client representatives. As a full-cycle Turkish Law Firm, we ensure smooth post-transaction integration. For property-backed transactions, see our post on multi-shareholder real estate investment.

In certain cases, transitional service agreements (TSAs) or earn-out monitoring require ongoing collaboration post-transfer. Istanbul Law Firm structures TSA provisions to define scope, cost, and exit terms. A lawyer in Turkey drafts service descriptions, KPIs, and dispute resolution clauses. Our Turkish lawyers advise on contract renewals or early terminations. An English speaking lawyer in Turkey tracks performance and updates clients periodically. As a partner-minded law firm in Istanbul, we stay engaged beyond signing.

6. Dispute Resolution and Governing Law Clauses

Choosing the appropriate dispute resolution method is critical in any share purchase agreement Turkey. Istanbul Law Firm advises clients on arbitration versus court jurisdiction based on counterparty risk and enforceability. A lawyer in Turkey drafts ICC or ISTAC arbitration clauses or designates competent Turkish commercial courts. Our Turkish lawyers prepare submission agreements or litigation strategies in advance. An English speaking lawyer in Turkey explains enforcement under New York Convention or bilateral treaties. As a strategic law firm in Istanbul, we match dispute mechanisms to investor profile and jurisdictional realities.

SPAs involving international parties should include clear governing law and venue clauses. A lawyer in Turkey balances foreign investor preference with local enforceability. Our Turkish lawyers draft choice-of-law clauses compliant with Turkish International Private and Civil Procedure Law. An English speaking lawyer in Turkey translates such provisions and highlights implications. Istanbul Law Firm frequently blends Turkish law with foreign dispute resolution centers to achieve neutrality. As a hybrid-focused Turkish Law Firm, we protect foreign client rights while preserving execution feasibility.

In some cases, escalation clauses such as tiered dispute resolution (negotiation → mediation → arbitration) are used. Istanbul Law Firm incorporates procedural steps, notice periods, and representation requirements. A lawyer in Turkey aligns escalation logic with urgency and monetary thresholds. Our Turkish lawyers define language, forum, and procedural laws. An English speaking lawyer in Turkey communicates flowcharts to ensure contract users follow the intended sequence. As a solution-driven law firm in Istanbul, we design practical and enforceable resolution frameworks.

7. Legal Risks in Inbound Acquisitions

Inbound acquisitions—when foreign buyers acquire shares in a Turkish company—require careful legal planning. Istanbul Law Firm analyzes sectoral restrictions, foreign ownership caps, and investment screening obligations. A lawyer in Turkey flags any national security, land ownership, or capital control limitations. Our Turkish lawyers prepare investment strategy memos prior to deal structuring. An English speaking lawyer in Turkey helps translate Turkish regulations for global compliance teams. As a foreign-investor-focused law firm in Istanbul, we ensure legal alignment with transaction objectives. See also our insights on business litigation for foreign companies.

One legal risk in inbound deals involves hidden liabilities—particularly tax, labor, or environmental breaches. Istanbul Law Firm conducts expanded due diligence to surface contingent liabilities. A lawyer in Turkey investigates past regulatory violations or terminated employee claims. Our Turkish lawyers confirm insurance coverage and risk transfer provisions. An English speaking lawyer in Turkey presents structured summaries with mitigation recommendations. As a defense-ready Turkish Law Firm, we prepare acquirers for post-closing realities.

Another area of risk includes cross-border fund flow compliance. Istanbul Law Firm assists buyers in documenting fund origin, securing bank clearance, and filing Central Bank declarations. A lawyer in Turkey liaises with financial institutions to satisfy KYC and AML obligations. Our Turkish lawyers prepare fund movement reports for regulatory comfort. An English speaking lawyer in Turkey provides translated financial compliance frameworks. As a risk-mitigating law firm in Istanbul, we secure transaction legitimacy across borders.

8. Turkish Language and Notarization Requirements

Under Turkish law, all share transfers must be executed through a notarized share transfer agreement in Turkish. Istanbul Law Firm prepares dual-language SPAs for clarity while ensuring that the Turkish version prevails. A lawyer in Turkey reviews all translations to ensure consistency and compliance. Our Turkish lawyers coordinate with notaries and sworn translators during execution. An English speaking lawyer in Turkey explains the role of language supremacy and notarization steps. As a compliance-focused Turkish Law Firm, we ensure enforceability in every jurisdictional layer.

Notarization is not a formality—it is a legal requirement. A lawyer in Turkey attends signing to ensure proper documentation, ID verification, and signature formalities. Our Turkish lawyers provide power of attorney (PoA) formats for signatories abroad. An English speaking lawyer in Turkey ensures clients understand Turkish notary protocol. Istanbul Law Firm ensures no closing fails due to formality lapses. As a meticulous law firm in Istanbul, we prepare clients for in-person or proxy closings efficiently.

In digitalized transactions, Istanbul Law Firm also utilizes electronic signature platforms integrated with Turkish e-notary systems. A lawyer in Turkey confirms validity of e-signatures and storage formats. Our Turkish lawyers guide clients through e-notary appointments and digital approval flow. An English speaking lawyer in Turkey explains how foreign documents are apostilled and notarized locally. As an innovation-adopting Turkish Law Firm, we keep SPAs legally valid and tech-enabled.

9. Integrating SPAs into Corporate Governance

After executing a share purchase agreement Turkey, corporate governance documents must reflect the new shareholder structure. Istanbul Law Firm updates the articles of association, board composition, and authorized signatory powers. A lawyer in Turkey drafts amended resolutions and notifies the Turkish Trade Registry. Our Turkish lawyers ensure that governance changes are compatible with SPA provisions. An English speaking lawyer in Turkey translates all updates for foreign stakeholders. As a post-closing oriented law firm in Istanbul, we align corporate documentation with legal reality.

For group companies, SPAs often require board observer rights, veto powers, or supermajority voting thresholds. A lawyer in Turkey implements these provisions into internal governance codes and shareholder agreements. Our Turkish lawyers prepare bilingual shareholder protocols and compliance charts. An English speaking lawyer in Turkey ensures these complex rights are well understood by minority stakeholders. As a governance-savvy Turkish Law Firm, we ensure enforceability and transparency.

Where cross-border holding structures are involved, Istanbul Law Firm assists with upstream communication and reporting obligations. A lawyer in Turkey creates flowcharts linking Turkish entities to offshore holding companies. Our Turkish lawyers structure internal reporting obligations and group policy alignment. An English speaking lawyer in Turkey coordinates between Turkish operations and global legal teams. As a globally connected law firm in Istanbul, we secure consistency across jurisdictions.

10. Why Choose Istanbul Law Firm for SPA Transactions?

Istanbul Law Firm is known for its comprehensive support across the SPA lifecycle—from due diligence and structuring to negotiation and enforcement. Our English speaking lawyer in Turkey team enables seamless collaboration with foreign clients. Each lawyer in Turkey on our team has significant experience in M&A transactions, regulated sector deals, and dispute resolution. Our Turkish lawyers combine legal depth with practical negotiation skills. As a client-centered law firm in Istanbul, we provide end-to-end service grounded in trust and legal precision.

We tailor each SPA to the specific deal dynamics, ownership structure, and risk appetite of our clients. A lawyer in Turkey customizes provisions to account for earn-outs, local HR issues, or sectoral licensing. Our Turkish lawyers draft SPA documents in both Turkish and English, always respecting legal hierarchies. An English speaking lawyer in Turkey supports foreign general counsel or legal departments through every decision point. As a market-respected Turkish Law Firm, we handle strategic and sensitive transactions with full transparency.

We also support post-closing integration and exit planning. Whether your SPA is the first of many or a one-off carve-out, Istanbul Law Firm stays engaged. A lawyer in Turkey conducts closing audits and supports follow-on litigation if needed. Our Turkish lawyers develop exit mechanisms including put options or IPO transition protocols. An English speaking lawyer in Turkey communicates integration checklists to international boards. As the best lawyer in Turkey team for share transactions, we deliver trusted legal solutions at every phase.

Frequently Asked Questions (FAQ)

• Do SPAs in Turkey require notarization? – Yes, share transfers must be notarized and registered in Turkish to be legally valid.
• Can a SPA be bilingual? – Yes, but the Turkish version must prevail under Turkish law unless otherwise agreed in arbitration clauses.
• What taxes apply to share transfers? – Share transfers may trigger stamp tax and income tax depending on residency and entity type.
• How long does a typical SPA process take? – On average 2–6 weeks depending on diligence scope and regulatory approvals.
• Can I use escrow in Turkish SPAs? – Yes, escrow arrangements are common and must be structured with local banks or notaries.
• What happens if warranties are breached? – Breach of warranty can result in indemnification, damages, or transaction unwind if material.
• Can SPAs include non-compete clauses? – Yes, non-competes are enforceable in Turkey within reasonable scope and duration.
• Is arbitration mandatory in SPAs? – No, but most international SPAs in Turkey prefer ICC or ISTAC arbitration for neutrality.
• Do minority shareholders need protection clauses? – Absolutely, pre-emption, tag-along, and reserved matters should be carefully drafted.
• How do I verify shares are legally owned? – Through due diligence and corporate registry verification before signing SPA.
• Is post-closing integration legally required? – Yes, Trade Registry and tax offices must be updated immediately after closing.
• Does Istanbul Law Firm offer ongoing support? – Yes, from diligence to post-closing disputes and exit planning, our team stays engaged.