Step-by-step conveyancing and procedure stages

Scope & fixed-fee quote

We start with a short call to understand the transaction, the parties and your goals. Within a day or two we send a clear plan and a fixed or capped fee per workstream, so you know the cost before any work begins.

Structure & strategy

We advise on the right vehicle (AŞ, Ltd, SPV or holding), the right route (share or asset deal) and the right governing-law and dispute framework — coordinating with your tax advisers before anything is signed.

Due diligence

Where you are buying, we run the legal investigation and coordinate the financial and tax teams, then deliver an English findings report that flags every issue by severity and turns it into a concrete action.

Drafting & negotiation

We draft or mark up the contracts, SPA, shareholders' agreement and ancillary documents, then negotiate the warranties, indemnities and protections on your behalf — keeping you informed in plain English at each step.

Regulatory clearance

If the deal is notifiable, we assess the competition thresholds, prepare and file the merger-control notification, and sequence signing and closing so you never close before clearance.

Closing

We manage the transfer of shares or assets, payment mechanics, board and general-assembly resolutions and registry filings, so closing is clean, documented and legally complete.

Post-closing & integration

We handle the registry updates, notifications and corporate housekeeping after closing, and stay available for the integration steps and ongoing corporate support your Turkish operation needs.

Critical statutory deadlines and calendar windows

Deal timeline and the one fixed statutory date

Days to 2 weeks~~Term sheet / heads of terms — sets price, structure and exclusivity (acquisition timeline)~~

2-6 weeks~~Negotiating and drafting the SPA, disclosure letter and ancillary documents, overlapping with diligence~~

3-8 weeks~~Legal, financial and tax due diligence, depending on the target's size and how organised its records are~~

2-4 months~~Indicative term sheet to closing for a clean small-to-mid deal; longer where competition clearance, regulatory approvals or third-party consents are needed~~

31 December 2026Existing AŞ and Ltd companies must raise capital to the current statutory minimums — TTK Provisional Article 15 (added 29 May 2024); non-compliant companies may be deemed dissolved and struck off the trade registry

Before you sign: what to gather and check

None of this replaces advice on your own transaction, but these are the points that decide how a Turkish deal behaves later — and each one is easier to settle before signature than after.

Pull together the corporate file on the target or counterparty: incorporation documents, articles of association, share register and cap table, prior share transfers, and any options or encumbrances over the shares.
Ask for the signature circular (imza sirküleri) and confirm who is actually authorised to bind the company, and at what level, before relying on any signature.
Read the key customer, supplier and financing contracts for change-of-control clauses, exclusivity, term and termination — a contract that terminates on change of control can reshape the whole deal.
Check every penalty clause (cezai şart) on the assumption that it will be enforced as written, since TTK Art. 22 removes the reduction right for merchants.
Make the governing-law and dispute clauses consistent with each other and with where the assets actually sit — courts or arbitration, but not a contradictory mix of both.
Assess merger-control notifiability against the thresholds in force on your signing date, including where both parties are non-Turkish, and sequence signing and closing around clearance.
If you already own a Turkish entity, confirm its current registered capital against the statutory minimum and diarise the 31 December 2026 top-up rather than waiting on a possible extension.

Governing statutory provisions under Turkish law

6102~~LAW NO.~~

Turkish Commercial Code (Türk Ticaret Kanunu) · Arts. 22, 595, Provisional Art. 15

The backbone of Turkish corporate life — companies, share transfers, mergers, directors' duties and general assemblies — including the merchant rule on penalty clauses, general-assembly approval for Ltd share transfers, and the 31 December 2026 minimum-capital transition.

4875~~LAW NO.~~

Foreign Direct Investment Law · Art. 3

Establishes national treatment for foreign investors and the free transfer abroad of net profits, dividends, sale and liquidation proceeds and capital.

4054~~LAW NO.~~

Law on the Protection of Competition · Art. 16

Turkish merger control: transactions creating a lasting change of control must be notified to and cleared by the Competition Authority before closing where the turnover thresholds are exceeded, with turnover-based fines for closing without clearance.

Corporate Governance & M&A: Transaction Stages, Due Diligence & Approvals