Mergers and Acquisitions in Turkey for Albanian Citizens: Legal Procedures, Investment Risks, and Business Opportunities

Introduction

Türkiye has become an important destination for international investors seeking opportunities in manufacturing, tourism, real estate, technology, logistics, healthcare, and other sectors. For Albanian entrepreneurs and companies looking to expand their activities into the Turkish market, mergers and acquisitions (M&A) can provide an alternative to establishing a new business from the beginning.

Through an acquisition, an investor may purchase shares in an existing Turkish company, acquire a business or certain assets, or obtain control through another legally recognised transaction. A merger may allow companies to combine their operations, resources, and commercial activities.

However, mergers and acquisitions involve more than agreeing on a purchase price. Investors must consider corporate law, competition rules, taxation, employment obligations, existing contracts, licences, and potential liabilities. Türkiye's M&A framework is principally governed by the Turkish Commercial Code No. 6102, alongside other applicable legislation. Certain transactions also require approval from the Turkish Competition Board before they can be implemented.

This article explains the main legal considerations for Albanian citizens and businesses considering a merger or acquisition in Türkiye and outlines how Cosmos Legal Law Firm can assist throughout the process.

1. What Are Mergers and Acquisitions?

Mergers and acquisitions are transactions through which companies combine their businesses or one party obtains ownership or control of another business.

Although the terms are frequently used together, they describe different legal and commercial structures.

Mergers

A merger generally involves combining two or more companies under a structure recognised by law. Under the Turkish Commercial Code, statutory mergers may take place through the acquisition of one company by another or through the formation of a new company.

Acquisitions

An acquisition involves obtaining ownership or control of a company, business, or qualifying assets. Depending on the transaction, the purchaser may acquire shares, business assets, or rights that enable it to exercise control.

The appropriate structure depends on the commercial objectives, the target company's legal form, its liabilities, the sector in which it operates, and the parties' tax and regulatory positions.

2. Why Might Albanian Investors Consider M&A in Türkiye?

An Albanian investor may consider acquiring or merging with a Turkish business for several reasons.

Access to an established market: Purchasing an existing business may provide access to customers, suppliers, distribution channels, employees, and operational infrastructure.

Business expansion: An Albanian company already operating internationally may use a Turkish acquisition to establish or strengthen its presence in the Turkish market.

Strategic partnerships: A merger or joint venture may allow businesses to combine expertise, technology, capital, or market access.

Acquisition of intellectual property: Depending on the transaction structure, an investor may acquire or obtain rights to trademarks, software, patents, licences, or other business assets.

Operational growth: Acquiring an existing company may offer a faster route to market than establishing a new operation, although integration and regulatory requirements can still be complex.

These potential advantages should be assessed against the purchase price, existing liabilities, market conditions, and the costs of completing and integrating the transaction.

3. The Legal Framework for Mergers and Acquisitions in Türkiye

M&A transactions may be subject to several areas of Turkish law.

Turkish Commercial Code No. 6102

The Turkish Commercial Code regulates corporate structures, statutory mergers, certain share-transfer formalities, corporate approvals, and related matters. The procedures differ depending on the company type and the transaction.

Turkish Code of Obligations No. 6098

Contractual matters, including representations, warranties, indemnities, and other obligations arising from transaction agreements, may fall within the scope of the Turkish Code of Obligations.

Law No. 4054 on the Protection of Competition

Certain mergers and acquisitions must be notified to the Turkish Competition Authority and approved by the Turkish Competition Board before they can legally be implemented. The applicable thresholds and control criteria must be assessed for each transaction.

Other applicable legislation

Depending on the sector and transaction structure, additional rules may apply, including capital markets legislation, employment law, tax law, intellectual property law, data protection legislation, and sector-specific licensing requirements.

4. Main Types of Acquisition Transactions

Albanian investors should understand the principal transaction structures before entering into negotiations.

Share acquisition

The purchaser acquires some or all of the shares in a Turkish company. The target company generally remains the same legal entity, so its existing contractual relationships and liabilities may continue.

A share acquisition therefore requires careful examination of the company's financial position, legal history, tax compliance, litigation, employment obligations, and regulatory status.

Asset acquisition

The purchaser acquires specified assets or a business activity rather than necessarily purchasing the shares of the company that owns them.

The transaction documents should identify the assets, rights, contracts, employees, intellectual property, and liabilities included in the transfer. Additional consent, registration, or regulatory steps may be required for particular assets or contracts.

Statutory merger

Two or more companies combine through a merger structure permitted by the Turkish Commercial Code. Corporate approvals, creditor protections, registrations, and other statutory procedures may apply.

Joint venture

An Albanian investor may establish or acquire joint control of a Turkish business together with another investor. The parties should clearly define their contributions, decision-making powers, financing obligations, dividend policies, exit rights, and dispute-resolution arrangements.

A joint venture may also raise competition-law issues, particularly if the parties continue to compete with one another in related markets.

5. Due Diligence Before Buying a Turkish Company

Due diligence is one of the most important stages of an M&A transaction. It involves investigating the target business before the purchaser commits to completing the acquisition.

A comprehensive review may include the following areas.

Corporate due diligence

The investor should review the company's articles of association, shareholding structure, corporate resolutions, management arrangements, commercial registry records, and any restrictions on share transfers.

Financial due diligence

Financial statements, outstanding debts, loans, cash flow, guarantees, related-party transactions, and contingent liabilities should be examined. The buyer should also assess whether the purchase price reflects the company's actual financial position.

Tax due diligence

The review may cover tax returns, tax payments, ongoing audits, potential tax assessments, social security obligations, and the availability of relevant tax documentation.

Litigation and regulatory due diligence

Existing or potential court proceedings, administrative investigations, regulatory penalties, licences, and permits should be identified.

Employment due diligence

The buyer should examine employment contracts, outstanding wages, severance obligations, social security contributions, workplace disputes, and any collective employment arrangements that may be relevant.

Intellectual property and data protection

Trademarks, patents, software, domain names, licences, customer databases, and personal-data processing practices may require specific review.

The results of due diligence should inform the purchase price, contractual protections, completion conditions, and the decision whether to proceed.

6. Share Purchase Agreements and Contractual Protections

A share purchase agreement or other transaction agreement sets out the rights and obligations of the parties.

Depending on the transaction, the agreement may address:

• The purchase price and payment schedule.
• The shares, assets, or rights being transferred.
• Conditions that must be satisfied before completion.
• Representations and warranties concerning the target business.
• Indemnification for specified losses or breaches.
• The treatment of debt, cash, and working capital.
• Restrictions on certain conduct between signing and completion.
• Confidentiality and permitted disclosures.
• Termination rights and consequences of non-completion.
• Governing law and dispute-resolution arrangements.

Albanian investors should ensure that the agreement reflects the actual transaction structure and identifies the consequences if information supplied by the seller proves inaccurate.

Contractual protections should be negotiated in light of the due diligence findings. Their practical value depends on the wording, applicable law, the financial position of the parties, and the enforceability of the relevant provisions.

7. Turkish Competition Authority Approval

Not every merger or acquisition requires approval from the Turkish Competition Board. However, transactions that meet the applicable notification criteria may require approval before implementation.

As of October 2026, the thresholds introduced by the February 2026 amendments to Communiqué No. 2010/4 generally include the following alternatives:

• The parties' combined Turkish turnover exceeds TRY 3 billion, and at least two transaction parties each have Turkish turnover exceeding TRY 1 billion; or
• In an acquisition, the Turkish turnover of the acquired business or assets exceeds TRY 1 billion and at least one other relevant transaction party has worldwide turnover exceeding TRY 9 billion; or, in a merger, at least one party has Turkish turnover exceeding TRY 1 billion and at least one other party has worldwide turnover exceeding TRY 9 billion.

Special rules apply to qualifying transactions involving technology undertakings established in Türkiye, including lower TRY 250 million thresholds for the relevant acquired undertaking in the circumstances specified by the legislation.

These tests require careful calculation of turnover and identification of the relevant transaction parties. The rules may also affect joint ventures and transactions involving related or sequential deals. The precise criteria must be checked against the current legislation and the facts of the proposed transaction.

Important: Where notification and approval are required, the parties should not implement the transaction before obtaining the necessary clearance. Failure to comply may result in administrative sanctions and other legal consequences.

8. Tax Considerations in M&A Transactions

Tax planning should begin before the transaction documents are finalised.

The tax consequences may differ depending on whether the transaction involves a share transfer, an asset sale, a statutory merger, or a restructuring. Relevant issues may include corporate income tax, value-added tax, withholding tax, stamp tax, and the taxation of capital gains, depending on the parties and the transaction.

Investors should also consider whether payments will cross borders between Türkiye and Albania, whether treaty provisions may be relevant, and whether the proposed structure creates additional reporting or withholding obligations.

Tax treatment is fact-specific. Investors should obtain advice based on the applicable legislation, the parties' tax residence, the nature of the assets or shares, and the planned transaction structure.

9. Employment, Contracts, and Business Continuity

An acquisition may affect employees, suppliers, customers, landlords, lenders, and other parties connected to the target business.

The legal consequences depend on the structure of the transaction. In a share acquisition, the employing company ordinarily remains the same legal entity. In an asset acquisition or transfer of a business, employment-law rules and the circumstances of the transfer must be assessed separately.

The parties should identify contracts containing change-of-control clauses, assignment restrictions, termination rights, or requirements for prior consent. They should also determine whether key permits and licences remain valid after the transaction or require notification, approval, or reissuance.

Early planning can help reduce the risk of business interruption after completion.

10. Cross-Border M&A Between Albania and Türkiye

Transactions involving Albanian and Turkish parties may require coordination across two legal systems.

The parties should consider:

1. The authority of each party to enter into the transaction.
2. Corporate approvals and signing authority.
3. The authentication, notarisation, translation, or legalisation of foreign documents where required.
4. Cross-border payment arrangements and banking compliance.
5. Tax consequences in both jurisdictions.
6. Regulatory approvals and sector-specific restrictions.
7. Governing law, jurisdiction, and dispute-resolution mechanisms.
8. Post-completion corporate registrations and reporting obligations.

Documents issued in Albania may need to meet specific Turkish formalities before they can be used for corporate or administrative procedures. Requirements depend on the document, its intended use, and the applicable international arrangements.

Investors should confirm these requirements in advance to avoid delays during signing or completion.

11. Common Risks in Mergers and Acquisitions

A transaction may encounter legal or commercial difficulties even when the parties agree on the purchase price.

Common risks include:

• Hidden liabilities that were not identified during due diligence.
• Inaccurate financial or operational information.
• Disputes over the interpretation of transaction agreements.
• Failure to obtain mandatory regulatory approval.
• Problems with licences, permits, or contractual consents.
• Unexpected tax or employment liabilities.
• Difficulties transferring intellectual property or business assets.
• Disagreements between shareholders after completion.
• Failure to integrate the acquired business effectively.

These risks can be reduced through careful due diligence, clear contractual terms, appropriate regulatory planning, and a realistic post-completion integration strategy.

12. How Cosmos Legal Law Firm Can Assist Albanian Investors

Cosmos Legal Law Firm can assist Albanian individuals, entrepreneurs, and companies evaluating or undertaking mergers and acquisitions in Türkiye, subject to the scope of engagement and the relevant professional requirements.

Potential legal support may include:

• Reviewing the proposed transaction structure.
• Conducting or coordinating corporate legal due diligence.
• Reviewing share purchase agreements and asset transfer agreements.
• Drafting or negotiating representations, warranties, indemnities, and completion conditions.
• Assessing whether Turkish Competition Board notification may be required.
• Coordinating corporate approvals, registrations, and transaction formalities.
• Reviewing employment, contractual, and regulatory issues.
• Coordinating with tax advisers and other specialists where necessary.
• Assisting with post-completion corporate documentation and governance.

The appropriate scope of legal support depends on the transaction's complexity, the sector involved, the parties' objectives, and the applicable law. No particular transaction outcome or regulatory approval can be guaranteed.

13. Frequently Asked Questions

Can an Albanian citizen acquire shares in a Turkish company?

An Albanian citizen may generally acquire shares in a Turkish company, subject to the applicable company-law requirements, sector-specific restrictions, and any relevant regulatory approvals. The proposed transaction should be reviewed before the parties sign binding documents.

Does every acquisition require Competition Board approval?

No. Notification is required only when the transaction falls within the applicable rules and satisfies the relevant criteria. Turnover calculations, control changes, and transaction structure should be assessed carefully.

Is it safer to buy shares or assets?

Neither structure is automatically safer. A share acquisition may leave the target company with its existing liabilities, while an asset acquisition may involve transfer restrictions, contract consents, licensing issues, or other complications. The appropriate structure depends on the facts and the investor's objectives.

Can an Albanian company acquire a Turkish company directly?

A cross-border acquisition may be possible, subject to the applicable Turkish corporate, competition, tax, regulatory, and documentation requirements. The parties should also examine Albanian corporate approvals and any obligations arising in Albania.

How long does an M&A transaction take?

There is no universal timetable. The duration depends on due diligence, negotiations, financing, document preparation, corporate approvals, regulatory filings, and any required Competition Board review.

Should a lawyer review the transaction before signing?

Obtaining legal advice before signing is strongly advisable. Some contractual obligations can arise at an early stage, and the consequences of signing a letter of intent, exclusivity agreement, confidentiality agreement, or purchase agreement depend on its terms.

Conclusion

Mergers and acquisitions can provide Albanian investors with opportunities to enter the Turkish market, expand existing operations, and establish strategic partnerships. However, a successful transaction requires more than a commercial agreement: it requires a carefully selected structure, thorough due diligence, appropriate contractual protections, and compliance with applicable corporate, competition, tax, employment, and sector-specific rules.

Cosmos Legal Law Firm can assist Albanian investors in assessing legal issues and coordinating the relevant transaction procedures in Türkiye. Early legal review can help investors understand potential risks and make informed decisions before committing to a transaction.

Legal Disclaimer: This article is for general informational purposes only and does not constitute legal, tax, or investment advice. Laws, thresholds, and regulatory practices may change. The application of Turkish law depends on the facts of each transaction. Professional advice should be obtained before taking action.

Official and Reference Sources

1. Turkish Competition Authority – Updated Merger and Acquisition Guidelines:
   https://www.rekabet.gov.tr/tr/Guncel/guncellenen-birlesme-ve-devralma-kilavuz-e3c14a1f9847f11193f80050568585c9
2. Turkish Competition Authority – February 2026 Merger and Acquisition Legislation Update:
   https://haber.rekabet.gov.tr/haber/birlesme-ve-devralma-mevzuati-guncellendi
3. Investment and Finance Office of the Presidency of Türkiye – Mergers and Acquisitions in Türkiye:
   https://www.invest.gov.tr/en/library/publications/lists/investpublications/mergers-and-acquisitions-in-turkiye.pdf
4. Turkish Competition Authority – Competition Law Guidance:
   https://www.rekabet.gov.tr/tr/Sayfa/Mevzuat/-kilavuzlar