Prikhodko&Partners
Services
International corporate law
Business registration and support in Turkey PURCHASE OF EXISTING BUSINESS IN TURKEY

Taras Miroshnychenko

Head of International Corporate Law and Fintech Practice

E-mail

miroshnychenko@prikhodko.com.ua

Phone numbers

Expert in fintech, crypto, and international corporate law with over 20 years of experience. Specializes in crypto licensing (VASP/CASP), iGaming business support, and international structuring, asset protection, and OSINT analytics for risk assessment and due diligence.

PURCHASE OF EXISTING BUSINESS IN TURKEY

If there is no time and desire to register a company or branch in Turkey, then there is always an alternative – to buy a ready-made business. Such _ solutions there is several advantages :

an established company with its customers and a sales market for products;
re-registration will take much less time than the formation of a new legal entity ;
at the stage of resolving legal issues, the organization will continue to generate a stable income due to the established mechanism of work in the Turkish or international market;
there is an opportunity to assess the risks of doing business even before its acquisition.

Important! Buying a business in Turkey is only half the battle. It is important to correctly determine the “purity” of entrepreneurship by examining the financial statements, hidden debts, and enforcement proceedings. A professional audit from our experts will help identify the “pitfalls” and determine whether the business suits you or not.

What to look for when buying a business in Turkey

To buy an enterprise/company in Turkish territory and not become bankrupt in the future, you need to consider several important points:

profitability spheres activities ;
availability of a license, certificates, as well as an audit of tax and accounting reports for recent years;
development of the company from the beginning of its creation to the day of sale – profit, expenses, customer base, competitiveness.

It is unlikely that you will be able to perform all the actions on your own, and therefore, our portal offers comprehensive support – from company registration and business licensing before choosing partners and searching for a project to buy.

What we offer clients for buying a ready-made business in Turkey:

Formation of criteria and search for potential companies that meet your expectations.
Establishing relationships with business owners: connecting with business owners, getting to know and establishing trust between the buyer and the owner, and signing a non-disclosure agreement / NDA.
A thorough examination of all documents ( due diligence ) and company valuation.
Coordination of the price, if necessary, carrying out measures for tax optimization and clarification of financing.
Preparation and detailed negotiation of the terms of the contract of sale.
Signing the contract of sale and its notarization.
Transfer of funds and transfer of the company to a new owner.

What do we pay attention to when buying a ready-made business?

Responsibility for reputation: each formed company that has worked on the market for some time is evaluated in a certain way by counterparties, as well as by authorities. A positive assessment of the acquired company by the above-mentioned entities will greatly simplify the process of its scaling;
Liability to old creditors: You become liable for obligations to the old creditors of the company.
Liability for capital contributions: after the purchase of the company, you will be jointly and severally liable with the old owner for capital contributions that have not yet been paid;
Liability for tax debts: as an assignee, you are liable for all tax liabilities of the previous owner that arose during the calendar year prior to the transfer;
Responsibility for wages or salary: You assume all employment relationships with all rights and obligations. This may include, in particular, payment in excess of the standard pay scale or a special holiday agreement. Liability also extends to claims arising from employment contracts, including in particular wage arrears for the last twelve months.
Responsibility for warranty service. As a successor, you are also responsible for the products and services provided to customers prior to purchase.

How to determine the price of the company I want to buy?

There are several basic methods for assessing the value of a company:

Net Asset Value Method: Focuses on the value of the individual components of a company, which then form the total value.
A capital cost method helps to find the price of current investments based on forecasts of how much money they will bring in the future.
Market Value Method: Multiples commonly used in the industry are usually used. For example, EBITDA (earnings before interest, taxes, and depreciation) is multiplied by the x factor, which forms the purchase price.

There are non-quantifiable factors that should be considered. This could be, for example, the degree of potential for process optimization or know-how developed but not yet used.

We work in accordance with Turkish legislation. What does this is means just for you? Fast processes that provide quality and safety buying and selling business in Turkey, because we know that need to start doing business in difficult times.

Can a Ukrainian open a company in Turkey without a local partner?

For many ordinary types of commercial activity, a company with wholly foreign capital is possible. A foreign founder may be an individual or a legal entity. A Turkish partner is not a universal requirement for every company, but before registration, restrictions applicable specifically to the selected sector should be checked.

Management is determined separately: who will represent the company, sign agreements and operate the account. The ability to own a business does not automatically mean the right to work personally in Turkey. Therefore, the ownership structure, authority and immigration matters are considered together, before the documents are prepared.

Is it mandatory to establish a Turkish company in order to open an account in Turkey?

This depends on who needs the account and for which transactions. An individual’s account, an account of a Turkish company and banking services for a foreign legal entity involve different banking procedures. This service primarily covers launching a Turkish company and preparing it for corporate banking.

If the legal entity is already registered in another country, it is first necessary to clarify whether the bank will consider servicing it and which documents and local connections it expects. Establishing an additional company solely for the account should be considered only after the business need has been reviewed. It is also important to take into account the accounting and corporate obligations that will arise for the new structure.

What practical advantage does an account in Turkey provide for trade?

An account helps organise payments in the country where the company purchases or sells goods: paying suppliers, receiving local proceeds and handling settlements for business transactions. Foreign currency accounts and international transfers can complement this model for working with overseas clients.

For more complex supplies, letters of credit, documentary collections or guarantees can be considered separately. For example, a letter of credit links payment to the presentation of the documents specified in it. At the same time, the bank checks the documents in accordance with the terms of the instrument and does not guarantee the quality of the goods. This is why the banking product and supply agreement should be aligned.

Can a company and an account be opened entirely online?

Representation under a power of attorney is permitted for some registration actions, but the possibility of completing the entire process without travelling depends on the specific composition of founders and signatories. Documents issued abroad must be prepared in a form acceptable to the Turkish registry. Incorrectly worded authority may result in the power of attorney having to be reissued.

The bank establishes its own identification procedure and may require the personal participation of a company representative. Online banking after the account has been opened does not confirm the possibility of making the initial application remotely. Therefore, the format of participation is agreed before booking travel, executing a power of attorney and planning the first payment.

How long does registration and the launch of settlements take?

Registration in the trade registry is only one stage. Before it, the structure must be determined and documents and translations prepared; afterwards, the necessary organisational procedures must be completed and the bank review passed. Therefore, the date on which the company appears in the registry and the date on which the account is ready for the required payments may differ.

The overall plan is affected by the founder’s documents, participation of a foreign legal entity, the need for a power of attorney, a regulated type of activity and additional bank requests. An indicative timeframe should be determined after analysing the source information. For the first contract, it is advisable to separately check whether the required currency, access and payment direction have already been activated.

Does company registration give the right to live and work in Turkey?

Company registration formalises the business but does not in itself give the founder an unrestricted right to reside or work. If the owner plans to work personally or perform management functions in Turkey, the relevant immigration and employment regime, including possible exceptions, must be assessed.

Separate financial and staffing criteria may apply to a work permit. They cannot be replaced by the minimum share capital established for company registration. This is why plans to relocate and work personally should be disclosed at the beginning of the consultation: they may affect the organisation of the business.

Is accounting required if the company is not yet earning income?

After registration, the company must comply with applicable accounting and reporting obligations even while preparing to start sales. At this stage, there may already be owner contributions, rent, equipment purchases and other transactions. They must be properly recorded and supported by documents.

The list of tax returns, notifications and electronic tools is determined by the local accountant according to the company’s status and activities. It is advisable to agree the calendar and document transfer procedure immediately. If the company will not be used for a long period, further actions regarding it should be assessed separately rather than simply discontinuing accounting and communication with the authorities.

Do CFC obligations arise in Ukraine?

Such obligations may arise if the owner is a Ukrainian tax resident and meets the statutory criteria for control of a foreign company. Ukrainian citizenship alone is insufficient for a conclusion: tax residence, ownership structure and actual control must be assessed.

Where the relevant ground exists, a CFC notification is submitted within 60 calendar days from the event. The annual report is a separate obligation. A possible exemption of CFC profit from taxation should not be equated with an exemption from reporting. To ensure the required information is available later, Turkish financial documents and corporate changes should be collected systematically from the moment the company is established.

Successful cases on the topic: