A Practical Legal Guide for Investors and Business Owners
Transferring a commercial enterprise in Türkiye is a complex legal transaction that goes far beyond simply selling assets or assigning debts. For foreign investors, company owners, and shareholders considering acquisitions or restructurings, understanding the legal framework, formal requirements, liabilities, and practical implications is crucial to managing risk and ensuring a successful transfer.
Under Turkish law, the transfer of a commercial business is governed primarily by the Turkish Commercial Code (TCC) and the Turkish Code of Obligations (TCO). These two sources work together to regulate how a business, with all its tangible and intangible property as well as liabilities, can be transferred as a whole. kilinc.av.tr+1
What Constitutes a “Commercial Enterprise” and Why It Matters
A commercial enterprise under Turkish law refers to an economic unit that conducts ongoing commercial activities. It typically includes:
Tangible assets: machinery, inventory, buildings
Intangible assets: trade name, goodwill, intellectual property rights
Business rights: leasehold rights, customer relationships
Liabilities: outstanding debts, payables, contractual obligations Mondaq
For a transfer to qualify as a commercial enterprise transfer, these elements must normally be addressed together unless the parties agree otherwise in the contract. Mondaq
Legal Framework for Enterprise Transfers in Türkiye
1. Turkish Commercial Code (TCC) – Article 11
Under Article 11(3) of the TCC, a commercial enterprise can be transferred as a whole unit without having to individually dispose of or reassign each asset separately. This is known as the integrity principle. When the transfer agreement is made in written form and registered with the Trade Registry, the assets are automatically transferred to the new owner without further formalities. Erdem & Erdem
This means that:
Property rights, trade names, and tangible assets pass automatically upon registration
Separate registrations (such as land registry or trademark registry) are generally not required for each individual asset once the enterprise transfer is properly registered Erdem & Erdem
2. Turkish Code of Obligations (TCO) – Article 202
While the TCC governs the form and substance of transferring the enterprise itself, Article 202 of the TCO specifically addresses the transfer of the enterprise's assets and liabilities together. Under this provision: Mondaq
The transferee becomes liable for the enterprise’s debts once creditors are notifiedor the transfer is published in a widely circulated newspaper (for non-commercial businesses) or the Trade Registry Gazette (for commercial enterprises)
Both the transferor and the transfereeremain jointly and severally liable for existing debts for up to two yearsafter the transfer, unless otherwise agreed, to protect creditors’ interests ozderin.av.tr+1
This joint liability ensures that creditors can pursue recovery from either party if the transferee fails to satisfy obligations.
Form and Formalities of the Transfer Agreement
Written Agreement and Registration
Under the current legal regime, a commercial enterprise cannot be transferred orally. The transfer agreement must be:
In writing(as required by TCC Article 11(3))
Filed with the Trade Registry and publishedin the Trade Registry Gazette Erdem & Erdem
Registration is not merely administrative: it is constitutive, meaning the transfer becomes legally effective only upon registration. Without it, the transfer generally has no effect against third parties. kypartners.av.tr
Notification of Creditors
Under TCO Article 202, creditor notification or publication is critical. If the transferee does not notify creditors — or publish the notice — personal liability for debts may remain with the transferor until such notification is completed. ozderin.av.tr
What Is Included in the Transfer?
Unless the parties explicitly agree otherwise in the transfer contract, the commercial enterprise transfer will include:
Active (Assets):
Fixed assets (real estate, equipment)
Intangible rights (trademarks, goodwill)
Business value and operational rights
Tenancy and lease rights attached to the business Mondaq
Passive (Liabilities):
All debts and outstanding obligations, including payables and contractual liabilities, transfer to the new owner upon proper notification/publication under TCO Article 202. ozderin.av.tr
Parties may agree to exclude specific elements, but such exclusions must be clearly stated in the transfer agreement and aligned with the continuity requirement — meaning the enterprise must remain operationally viable after the transfer. Mondaq
Liability for Past Debts
A key legal consequence of a full commercial enterprise transfer is the assumption of liability:
The transferee becomes liable for existing and contingent debts of the enterprise after formal notification/publication.
The transferor and transferee remain jointly liable for up to two years after the transfer to protect creditors. ozderin.av.tr
This joint liability exists even if the transfer contract does not specifically list individual liabilities, provided the transferee has taken over the enterprise as a whole. Mondaq
For foreign investors and acquiring companies, this underscores the importance of thorough due diligence and careful drafting of liability provisions.
Practical Considerations for Foreign Investors
Foreign investors enjoy the same legal rights as domestic buyers under Turkish law when acquiring commercial enterprises. However, there are important practical issues to consider:
Due Diligence
Comprehensive review of:
Asset titles and registry status
Existing liabilities and contingent obligations
Employment and lease contracts
Regulatory permits and industry-specific requirements Kılınç Hukuk & Danışmanlık
Notification and Publication
Ensuring creditor notifications are correctly issued and published to avoid residual personal liability for the transferor and secure full transferability of liabilities.
Contractual Clarity
Clearly defining which assets and liabilities are included or excluded in the transfer, and aligning this with operational requirements.
How Bayraktar Attorneys Can Help
At Bayraktar Attorneys, we guide international and domestic clients through every stage of a commercial enterprise transfer in Türkiye:
Structuring and drafting transfer agreementstailored to operational, tax, and liability objectives
Legal due diligenceon assets, liabilities, contracts, and regulatory compliance
Trade Registry registration and publication strategy
Risk mitigationfor ongoing and contingent liabilities
Cross-border investment advisoryaligned with corporate structuring and tax planning
Whether you are buying, selling, reorganizing, or investing in Türkiye’s vibrant commercial sector, our experienced team provides strategic legal support to ensure your transaction is secure, compliant, and efficient.
