Buying a Turkish company
Foreign acquirers arrive with a due diligence checklist built elsewhere, and it does not ask the questions that matter here. The audited accounts may be clean and the exposure still substantial, because in a privately held Turkish company the material risks tend to sit outside the reported figures.
What we look for, because it is what we keep finding:
- Undeclared or partly declared payroll. The single most common exposure. Wages paid above the declared figure produce social security and income tax liability that survives the share transfer, with penalties and interest, and it is assessed against the company you have just bought.
- Severance provisions that do not exist or are understated. Turkish severance accrues for every qualifying employee and the ceiling is re-set twice a year. A provision carried forward unchanged from an earlier year understates the liability by a wide margin.
- Related-party transactions without documentation. Management fees, loans and intragroup sales priced with no support — a transfer pricing exposure the buyer inherits.
- Uncertificated or unclosed incentive certificates, where supports already used can become repayable.
- VAT positions carried as assets that will never be recovered in practice.
- Off-balance-sheet commitments — personal guarantees, undisclosed leases, disputed receivables carried at face value.
- Stock and fixed assets that do not exist, or exist and are not on the register.
What we deliver
A report that says what we found, what it is worth in lira, and what to do about it — price adjustment, escrow, specific indemnity, or walk away. We quantify. A finding without a number is not useful to a negotiation.
We work to your timetable and your scope. Where the deal is small, a focused review of payroll, tax and related-party exposure catches most of the value at a fraction of a full-scope exercise, and we will tell you when that is the sensible answer.
Selling, or being bought
The same work in reverse, and better done before a buyer's adviser does it. A vendor review finds what will be found, lets you fix what can be fixed and prepare an answer for what cannot, and removes the mid-process surprise that costs more in price than the problem was ever worth.
For a foreign group selling a Turkish subsidiary this also means getting the accounts into a form an international buyer can read — which is work we do anyway.