What the law says
Asset transfer is the transfer of ownership of property from one legal party to another. It is not regulated by a single dedicated statute in Türkiye; instead, provisions across several laws apply.
The core provisions are Articles 202 and 203 of the Turkish Code of Obligations No. 6098, on transfers of assets and operating rights, and Articles 134 to 158 of the Turkish Commercial Code No. 6102, on mergers.
The joint liability rule
Article 202 of the Code of Obligations provides that a transferee who takes over an asset or an enterprise together with its assets and liabilities becomes liable to the creditors for the debts of that asset or enterprise, from the date the transferee notifies the creditors of the transfer or the transfer is announced — in the Trade Registry Gazette for commercial enterprises, or in a newspaper with nationwide circulation otherwise.
The previous debtor remains liable as a joint debtor together with the transferee for two years.
The practical consequence for a buyer is direct: acquiring a Turkish business together with its assets and liabilities makes you responsible for its debts by operation of law, regardless of what the sale agreement says between you and the seller. The agreement governs the relationship between transferor and transferee; it does not bind the creditors.
This is why due diligence on a Turkish target has to cover tax and social security liabilities specifically, including assessed but unpaid amounts and exposures not yet assessed. Both authorities have their own collection powers, and the Law on the Procedures for the Collection of Public Receivables contains its own transferee liability provision.
Competition clearance
Article 7 of Law No. 4054 on the Protection of Competition prohibits mergers and transfers that create or strengthen a dominant position. Transfers above defined turnover thresholds require approval from the Competition Authority before closing.
The thresholds are turnover-based and are revised periodically. Check them at the point you have a target, not from a published figure.
Tax consequences
Corporate tax. An asset transfer is generally taxable: the transferring company may realise income, creating a corporate tax liability on the gain.
VAT. Asset transfers are generally subject to VAT on the sales value of the assets. VAT rates vary by asset — the current rates are 1%, 10% and 20%, with 20% as the standard rate. Guides quoting 18% predate the July 2023 change. VAT liability may be reduced in specific circumstances, including under an investment incentive certificate.
Structure changes the answer. A share transfer, an asset transfer and a statutory merger under the Commercial Code produce very different tax outcomes. Certain restructurings carried out under the Corporate Tax Law's merger, division and share exchange provisions can be tax-neutral where the conditions are met exactly. The conditions are strict and the reliefs are lost if the form is wrong — this is not an area to improvise.
Key legislation
- Turkish Code of Obligations — Articles 202 and 203
- Turkish Commercial Code — Articles 134 to 158
- Execution and Bankruptcy Law — Article 280
- Law on the Procedures for the Collection of Public Receivables — Article 30
- Law on the Protection of Competition — Article 7