Company Mergers in Turkey for Albanian Citizens: Legal Requirements, Procedures, Tax Implications, and Legal Assistance

Introduction

Albanian citizens who own, manage, or invest in companies in Turkey may consider a company merger to expand their business, combine resources, restructure ownership, or improve operational efficiency.

A company merger is a legal transaction through which two or more companies combine under a structure recognised by Turkish law. It may take place through the acquisition of one company by another or through the establishment of a new company.

In Turkey, company mergers are principally governed by Articles 136–158 of the Turkish Commercial Code No. 6102. The process may involve legal and financial due diligence, merger documentation, shareholder approvals, creditor protection, tax assessments, regulatory approvals, and trade registry registration.

For Albanian entrepreneurs and investors, understanding these requirements is essential before entering into a merger transaction.

1. What Is a Company Merger?

A company merger is a corporate restructuring transaction in which two or more companies combine their assets, rights, and obligations under the applicable legal framework.

Article 136 of the Turkish Commercial Code recognises two main forms of merger.

Merger by acquisition

In a merger by acquisition, one company takes over another company.

The acquiring company continues to exist, while the acquired company ceases to exist as a separate legal entity when the merger becomes effective. The acquired company's assets and liabilities transfer to the acquiring company as a whole.

The shareholders of the acquired company generally receive shares in the acquiring company according to the applicable exchange ratio and merger agreement, subject to the statutory requirements.

Merger by formation of a new company

In this structure, two or more companies combine to establish a new company.

The participating companies transfer their assets and liabilities to the newly established company in accordance with the merger transaction. The original companies cease to exist when the merger takes effect through registration.

The appropriate structure depends on the companies' legal forms, financial positions, ownership arrangements, and commercial objectives.

2. Which Companies Can Merge in Turkey?

Article 137 of the Turkish Commercial Code regulates which company types may merge and which combinations are permitted.

Depending on the circumstances, eligible companies may include:

• Joint-stock companies (Anonim Şirket — A.Ş.).
• Limited liability companies (Limited Şirket — Ltd. Şti.).
• Collective companies.
• Limited partnerships.
• Cooperatives.

Not every combination of company types is permitted without conditions. The legal structure must be examined before the transaction is planned.

For example, capital companies may merge with other capital companies and cooperatives, and may acquire certain personal companies where the statutory conditions are satisfied. Different rules apply to personal companies and cooperatives.

An Albanian investor should obtain a preliminary assessment of the legal forms of all participating companies before choosing the merger structure.

3. Why Might Albanian Investors Consider a Company Merger?

A merger may be appropriate for several commercial reasons.

Business expansion: A company may acquire another business to increase its customer base, distribution network, production capacity, or range of services.

Combining resources: Participating companies may combine capital, employees, technology, intellectual property, and operational resources.

Corporate simplification: Businesses with overlapping activities may wish to operate under a single corporate structure.

Market entry: An Albanian investor may consider merging with an existing Turkish company as part of a wider commercial strategy, subject to legal and regulatory requirements.

Ownership restructuring: A merger may help reorganise shareholdings and prepare the business for future investment.

Operational efficiency: Combining purchasing, logistics, management, or distribution activities may create efficiencies, although the commercial benefits depend on the facts of the transaction.

A merger should be based on a clear commercial rationale and a careful assessment of its legal and financial consequences.

4. Legal Framework for Company Mergers in Turkey

The principal legislation is the Turkish Commercial Code No. 6102, particularly Articles 136–158.

These provisions address:

• Permitted merger structures and eligible company types.
• Merger agreements and supporting documents.
• Shareholder rights and share exchange ratios.
• Shareholder access to merger documentation.
• Corporate approval requirements.
• Creditor protection.
• Employee-related consequences.
• Trade registry registration.
• The legal effects of the merger.

Other legislation may apply depending on the transaction, including tax laws, competition law, employment law, capital-markets legislation, and sector-specific regulations.

The Turkish Ministry of Trade publishes guidance concerning mergers and the types of companies permitted to participate in them.

5. Main Steps in the Company Merger Process

The procedure depends on the legal forms of the participating companies and the proposed transaction. The following stages provide a general overview.

Step 1: Preliminary assessment

The companies examine their corporate structure, ownership, financial position, debts, assets, commercial contracts, employees, licences, and tax obligations.

This assessment helps determine whether a merger is appropriate and identifies potential legal obstacles.

Step 2: Legal and financial due diligence

The participating companies review each other's legal and financial records.

Due diligence may cover:

• Corporate records and shareholder information.
• Bank loans, guarantees, and security interests.
• Tax liabilities and outstanding declarations.
• Pending lawsuits and enforcement proceedings.
• Employment contracts and accrued employee rights.
• Real estate and intellectual property.
• Customer, supplier, and distribution agreements.
• Regulatory licences and permits.

The objective is to identify risks before the merger is completed.

Step 3: Select the merger structure

The companies decide whether to proceed through a merger by acquisition or a merger by formation of a new company.

They also consider the proposed ownership structure, share exchange ratio, management arrangements, and any permitted cash compensation for shareholders.

Step 4: Prepare the merger agreement

Article 145 of the Turkish Commercial Code requires the merger agreement to be in writing and signed by the competent management bodies of the participating companies.

Article 146 specifies information that the agreement must contain. Depending on the transaction, this includes:

• The participating companies' names, legal forms, and registered offices.
• The legal form and details of a new company, if one is being established.
• The share exchange ratio and any permitted balancing payment.
• The rights of shareholders in the resulting company.
• The method of exchanging shares.
• The date from which the new shares participate in profits.
• Special rights or advantages, where applicable.

The agreement should accurately reflect the intended transaction and comply with the statutory requirements.

Step 5: Prepare supporting documents

Depending on the case, the companies may need a merger report, financial statements, interim balance sheets, valuation information, draft articles of association for a new company, and other supporting documents.

Article 147 regulates the merger report. Certain small and medium-sized companies may be able to waive this report if all shareholders approve and the statutory conditions are satisfied.

Step 6: Make documents available to shareholders

Article 149 regulates shareholder access to merger documents.

As a general rule, the required documents must be made available for inspection at least 30 days before the general assembly decision, subject to statutory exceptions and applicable waiver provisions.

The participating companies should confirm which documents and procedures apply to their specific transaction.

Step 7: Obtain corporate approvals

The merger must be approved by the competent corporate bodies in accordance with the Turkish Commercial Code and the participating companies' constitutional documents.

Voting thresholds and formalities depend on the company type and the transaction structure.

Step 8: Complete creditor-protection procedures

The companies must comply with the applicable statutory creditor-notification and protection requirements.

Existing loans, guarantees, supplier debts, and other obligations should be reviewed before registration.

Step 9: Register the merger

The participating companies apply to the relevant trade registry with the required documents and resolutions.

Under Article 153, the merger becomes legally effective upon registration. The acquired company's assets and liabilities transfer to the acquiring company as a whole, and the acquired company ceases to exist as a separate legal entity.

6. What Happens to Assets and Liabilities After a Merger?

A statutory merger generally results in the transfer of the acquired company's assets and liabilities as a whole.

Depending on the company, these may include:

• Cash and bank accounts.
• Real estate and equipment.
• Inventory and receivables.
• Commercial contracts and contractual rights.
• Loans and other debts.
• Employment-related obligations.
• Intellectual property rights.
• Pending legal claims and other obligations.

The legal consequences of individual assets and obligations should be reviewed carefully. Certain records may need updating, and separate registration, notification, consent, or regulatory procedures may still apply.

A merger does not automatically eliminate existing liabilities. The participating companies should identify and assess their obligations before finalising the transaction.

7. Shareholder Rights and Share Exchange Ratios

Shareholder rights are central to a merger.

The merger agreement generally determines how shares in the acquired company are exchanged for shares in the acquiring company, subject to the applicable statutory rules.

Important issues include:

• The valuation of the participating companies.
• The share exchange ratio.
• Shareholders' ownership percentages after the merger.
• Voting rights and management representation.
• Special rights attached to certain shares.
• Existing shareholder agreements.
• Any permitted cash compensation for shareholders who exit the company.

An exchange ratio that does not adequately reflect the participating companies' financial positions may result in disputes.

A careful financial valuation and legal review can help protect the interests of shareholders, including minority shareholders.

8. Creditor Protection During a Merger

Turkish merger law includes provisions designed to protect creditors.

Articles 157 and 158 of the Turkish Commercial Code address creditor protection and certain liability issues.

Under Article 157, creditors of the participating companies may request security for their claims within three months after the merger becomes legally effective, subject to the statutory requirements. The companies must also comply with the applicable announcement requirements.

The transaction should account for:

• Bank loans and financing arrangements.
• Guarantees and security interests.
• Outstanding supplier debts.
• Tax liabilities.
• Pending litigation and enforcement proceedings.
• Other obligations owed to third parties.

The legal effect of the merger on a particular debt or guarantee should be assessed individually. Companies should not assume that transferring the business eliminates the underlying obligation.

9. Employee Rights After a Company Merger

A merger may affect employees because the acquired company ceases to exist as a separate entity.

Article 158 of the Turkish Commercial Code refers to the employment-related rules in Article 178, alongside the applicable employment legislation.

Depending on the circumstances, relevant matters may include:

• Continuation of employment contracts.
• Outstanding salary and benefits.
• Accrued annual leave and other entitlements.
• Social security records and reporting.
• Employee information and procedural requirements.
• Responsibility for employment-related liabilities.

The companies should assess employee rights before implementing the merger. A merger should not be assumed to terminate employment contracts or extinguish accrued employee claims automatically.

10. Tax Implications of Company Mergers in Turkey

The tax consequences depend on the structure of the merger, the assets involved, the participating companies, and whether the conditions for any special tax treatment are satisfied.

Relevant issues may include:

• Corporate income tax.
• Value-added tax (VAT).
• Tax treatment of transferred assets.
• Tax losses and whether they may be carried forward.
• Depreciation and the tax basis of assets.
• Withholding taxes, where applicable.
• Stamp tax and registry-related costs.
• Transactions between related parties.
• Tax declarations and reporting obligations.

Certain mergers may qualify for tax-neutral treatment under Turkish tax legislation if the statutory requirements are satisfied. However, a merger should not automatically be described as tax-free.

Albanian investors should also consider potential Albanian tax consequences, depending on their tax residence, ownership structure, and the location of the companies and assets involved.

A tax assessment should be carried out before the merger is finalised.

11. Competition Law and Regulatory Approvals

Some mergers may require approval from the Turkish Competition Authority before implementation.

Whether a transaction must be notified depends on the applicable merger-control rules, including the parties' turnover, the transaction structure, and other statutory criteria.

In February 2026, Turkey amended aspects of its merger-control framework, and the Competition Authority subsequently published updated guidance. Accordingly, the notification requirements should be checked against the rules in force when the transaction is planned.

Companies in regulated sectors—such as banking, finance, energy, telecommunications, or insurance—may also need approvals from relevant sectoral authorities.

A transaction should not be completed before any mandatory approvals have been obtained.

12. Mergers Involving Albanian Companies or Shareholders

An Albanian citizen who owns shares in a Turkish company may participate in a merger, subject to Turkish corporate law and any other applicable requirements.

If an Albanian company is also involved, the transaction requires additional analysis. A merger between companies incorporated in different countries may not follow the same procedure as a merger between two Turkish companies.

Important questions include:

• Where each participating company is incorporated.
• Whether the proposed cross-border merger structure is legally permitted.
• Which corporate approvals are required in each jurisdiction.
• How assets, liabilities, and shares will be treated.
• Whether tax or regulatory approvals are necessary.
• Which law governs each part of the transaction.

The parties should obtain advice on the relevant laws in both countries before implementing a cross-border restructuring.

13. Common Mistakes in Company Mergers

Companies may face legal and financial problems if the merger is not properly prepared.

Common mistakes include:

1. Selecting a merger structure without reviewing the companies' legal and financial positions.
2. Failing to identify hidden liabilities or pending disputes.
3. Preparing incomplete or inconsistent merger documentation.
4. Using an inadequately supported share exchange ratio.
5. Overlooking shareholder information and approval requirements.
6. Failing to comply with creditor-protection procedures.
7. Ignoring employment contracts and accrued employee rights.
8. Assuming the merger is automatically tax-free.
9. Overlooking competition-law or sector-specific approval requirements.
10. Failing to update relevant records, licences, and contractual arrangements after registration.

Coordinating legal, financial, and tax reviews can help identify these risks before the merger is completed.

14. How Can Cosmos Legal Law Firm Assist Albanian Investors?

Cosmos Legal Law Firm can assist Albanian citizens, shareholders, and businesses with legal issues relating to company mergers in Turkey, depending on the scope of the engagement and the facts of the transaction.

Potential areas of assistance include:

• Merger planning: Assessing whether a merger by acquisition or a merger by formation of a new company is suitable.
• Corporate due diligence: Reviewing company records, ownership structures, contracts, debts, and pending disputes.
• Merger documentation: Preparing or reviewing merger agreements, reports, shareholder resolutions, and supporting documents.
• Shareholder rights: Advising on exchange ratios, voting rights, and the legal position of minority shareholders.
• Creditor protection: Reviewing existing debts, guarantees, and statutory creditor-protection requirements.
• Employment matters: Assessing the consequences for employees and employment contracts.
• Tax coordination: Working with relevant tax professionals to assess potential tax consequences.
• Regulatory compliance: Identifying potential competition-law and sector-specific approval requirements.
• Trade registry procedures: Assisting with the documentation and registration process.
• Foreign-investor support: Explaining Turkish corporate procedures to Albanian investors and coordinating documentation where appropriate.

Each merger requires an individual assessment. No particular outcome should be assumed before the relevant legal, financial, and regulatory issues have been reviewed.

15. Frequently Asked Questions

What is the difference between a merger by acquisition and a merger by formation of a new company?

In a merger by acquisition, one existing company takes over another company's assets and liabilities. In a merger by formation of a new company, the participating companies combine through a newly established entity.

Which law regulates company mergers in Turkey?

The principal legislation is the Turkish Commercial Code No. 6102, particularly Articles 136–158.

Does the acquired company continue to exist after a merger?

No. In a statutory merger, the acquired company ceases to exist as a separate legal entity when the merger takes effect upon trade registry registration.

Do the acquired company's debts transfer to the acquiring company?

The acquired company's assets and liabilities transfer as a whole under the statutory merger framework. The consequences of particular debts, guarantees, and other obligations should be reviewed individually.

Can Albanian citizens participate in a merger involving a Turkish company?

Albanian citizens may participate as shareholders or investors, subject to the applicable corporate, tax, competition, and regulatory rules.

Is a company merger tax-free in Turkey?

Not automatically. Special tax treatment may be available if the statutory conditions are satisfied.

Do employees automatically lose their jobs after a merger?

No. Employment consequences must be assessed under the Turkish Commercial Code and applicable employment legislation. A merger does not automatically extinguish employee rights.

How long does a company merger take in Turkey?

The timeframe depends on due diligence, preparation of documents, shareholder approvals, creditor-protection procedures, regulatory approvals, and trade registry processing. There is no single timeframe applicable to every transaction.

Conclusion

Company mergers can help Albanian investors expand operations, combine resources, and reorganise their businesses in Turkey. However, a merger is a formal legal transaction that can affect ownership, assets, liabilities, shareholders, employees, creditors, and tax obligations.

Proper preparation requires a clear transaction structure, careful due diligence, compliant merger documentation, appropriate corporate approvals, creditor and employee protection, tax analysis, and registration with the relevant trade registry.

Cosmos Legal Law Firm can help Albanian entrepreneurs and shareholders understand the Turkish legal framework and assess the steps required for their proposed merger.

Legal Disclaimer: This article provides general legal information and does not constitute legal or tax advice. The consequences of a company merger depend on the participating companies, transaction structure, applicable legislation, and individual circumstances. Professional legal and tax advice should be obtained before implementing a merger.

Official Sources

1. Turkish Ministry of Trade — Company Information and Merger Rules: https://ticaret.gov.tr/ic-ticaret/sirketler/sirket-bilgiler
2. Turkish Commercial Code No. 6102 — Official legislation database: https://mevzuat.adalet.gov.tr/mevzuat/103039
3. Official Gazette — Turkish Commercial Code: https://resmigazete.gov.tr/eskiler/2011/02/20110214-1-1.htm
4. Turkish Ministry of Trade — Company and Trade Registry Legislation: https://www.ticaret.gov.tr/ic-ticaret/mevzuat/sirketler-ve-ticaret-sicili
5. Turkish Competition Authority — Updated Merger and Acquisition Guidelines (2026): https://www.rekabet.gov.tr/tr/Guncel/guncellenen-birlesme-ve-devralma-kilavuz-e3c14a1f9847f11193f80050568585c9