Buying a Running Business in Türkiye: Due Diligence Guide

Buying a running business in Türkiye: what due diligence really means

Buying a running business in Türkiye is open to foreign investors, but the price you pay is only safe after due diligence on four things: what you are legally buying, whether the profit is real cash, which debts and contracts travel with the business, and whether it can run without the seller. This guide walks through each step in the order a careful buyer would take it, and ends with the controls that make semi-passive ownership realistic.

The question we hear most from investors in Germany, the Gulf and Türkiye itself is simple: can I buy a profitable café, salon, clinic or shop in Istanbul, put a manager in place and own it without being there every day? The honest answer is yes, sometimes, and only when the business was built to work without its founder. Many businesses for sale are profitable because the owner is at the till twelve hours a day. Due diligence is how you find out which kind you are looking at before the deposit, not after.

This is general information, not legal or tax advice. Every transaction needs a Turkish lawyer and a certified accountant (SMMM or YMM) working for you, not for the seller.

Can a foreigner buy a running business in Türkiye?

Yes. Türkiye’s Foreign Direct Investment Law No. 4875 is built on the principles of freedom to invest and national treatment, and the official investment office describes the framework as providing equal treatment for all investors. In practice a foreign individual or company can buy shares in an existing Turkish company or take over a business. Sector licences still apply to everyone: a clinic, a pharmacy or a business that serves alcohol needs its own permits, and those must be checked on their own terms.

Large deals have one more filter. The Turkish Competition Authority raised its merger notification thresholds on 11 February 2026 to TRY 1 billion, TRY 3 billion and TRY 9 billion depending on the test. A typical café, salon or shop acquisition sits far below these figures, so for most private buyers the real work is not regulatory approval but checking the business itself.

What exactly are you buying: shares or the business?

This is the first decision, and it changes everything that follows. There are three common structures.

A share purchase. You buy the company that owns the business. Its contracts, licences, staff and history stay in place, and so do its past liabilities. For a limited company (Ltd. Şti.), the transfer of shares must be in writing with notarised signatures, approved by the general assembly, entered in the share ledger and registered with the trade registry, as set out in Article 595 of the Turkish Commercial Code. A transfer that skips these steps can leave you owning nothing you can enforce.

A transfer of the enterprise (işletme devri). You take over the business as a whole, with its assets and liabilities. Under Article 202 of the Turkish Code of Obligations, the buyer becomes liable to the creditors from the date they are notified or the transfer is announced, which for a commercial business means the Trade Registry Gazette, and the seller remains jointly liable for two years. Assets with their own registries, such as property, trademarks and vehicles, must be transferred separately through those registries.

An asset purchase. You buy the equipment, stock, brand and goodwill and run them through your own company. It can leave old liabilities behind, but licences, the lease and staff contracts usually have to be rebuilt, and that takes time and consent.

None of these is automatically better. A share deal keeps continuity but imports the past. An asset deal is cleaner but slower to restart. Your lawyer should recommend the structure after the first document review, not before. If you are still weighing a ready business against a new brand, our comparison of a franchise versus an existing business sets out the trade-offs.

Why is the owner selling?

Ask this early and ask it more than once. Good reasons exist: retirement, a move abroad, a partner dispute, a founder who wants to focus on another venture. Other reasons are what due diligence is meant to find: a lease that will not be renewed, a new competitor next door, a key chef or doctor who is leaving, a licence problem, or debts that have started to press.

Compare the story with the documents. If the seller says sales are rising but the last six months of bank deposits are falling, the documents win. Our list of red flags in business-for-sale deals covers the patterns that appear most often.

How do you verify that the profit is real?

Three numbers are easy to confuse, and sellers sometimes rely on that. Revenue is not profit. Profit is not cash. Cash in the business is not cash the owner can take out. Your aim is to reach the last of these: the money that would reach you each month after every cost, including the manager you will hire to replace the seller.

A common starting point, as accounting advisers such as SYSTEMS CPA note, is three historic years plus monthly figures for the current year. Then cross-check them against sources the seller cannot easily shape:

• Bank statements for every account, matched to reported sales month by month.
• POS terminal reports and the delivery-platform payout statements, if the business sells through them.
• Filed tax returns and VAT declarations, compared with the internal management accounts.
• Supplier invoices for the main inputs. A restaurant’s purchases of meat, coffee or flour should fit the sales it claims.
• The payroll and social-security (SGK) declarations, compared with the number of people you actually see working.

If the management figures show much more profit than the filed accounts, ask why in writing. Earnings that exist only off the books cannot be verified, and they cannot be relied on when you set the price.

Which hidden debts can follow the business?

In a share deal, historic exposures stay inside the company you buy unless the contract allocates them elsewhere. In a transfer of the enterprise, Article 202 can make you liable for the transferred debts. Either way, look for these:

• Tax and SGK arrears. Ask the seller to provide official debt status letters from the tax office and SGK, dated close to signing.
• Shareholder and related-party balances. Advisers point to accounts 131 and 331 in the Turkish chart of accounts, where loans to and from shareholders sit, and treat them as debt-like items to settle before closing.
• Supplier arrears, unpaid rent and utilities, and any guarantees the company has given.
• Staff entitlements, including accrued leave and severance rights that will follow the employees.
• Open lawsuits, enforcement files and tax inspections. Your lawyer can search the court and enforcement records.

Does the lease transfer to the new owner?

For most shops, cafés and clinics, the location is half the value, so the lease deserves its own review. Under Article 323 of the Turkish Code of Obligations, transferring a business lease needs the landlord’s written consent, although the landlord cannot refuse it without just cause. Once consent is given, the new tenant takes over, and the old tenant stays jointly liable until the lease ends, for no more than two years. A transfer without consent is not valid against the landlord and creates eviction risk.

Read the remaining term, the rent review clause, any restrictions on use and signage, and whether the landlord has signalled plans for the building. Meet the landlord before you sign, not after.

Can the business run without the seller? The owner independence test

This is where most semi-passive plans succeed or fail. A business is ready for an absentee owner only when its results do not depend on one person. Use the test below during your visits, and score each line honestly.

If several lines fall in the warning column, the business may still be a good purchase, but not a semi-passive one. You would be buying a job, and the price should reflect the salary of the person you must hire to do it.

How should the price be set?

There is no universal multiple for small businesses in Türkiye, and anyone quoting one without seeing the accounts is guessing. A disciplined price is built in steps:

• Start from verified profit, not the seller’s adjusted figure.
• Normalise it: remove one-off items, add back genuine owner expenses, and deduct the full cost of a manager if the seller worked without a salary.
• Deduct capital spending the business will need soon, such as equipment, renovation or a licence renewal.
• Agree a normal level of working capital (stock, receivables, payables) to be left in the business at closing.
• Deduct debts and debt-like items found in the review.

Then ask the investor’s question: after the manager, a reserve and every cost, how many years of owner cash flow does this price represent, and how sure am I of that cash flow? The answer is yours to judge with your advisers. We do not promise returns, and nobody honest can. Our note on what really drives payback applies to running businesses as much as to franchises.

How do you protect your payment?

The most common loss in small acquisitions is not a bad business. It is money paid too early. Sequence the deal so that each payment follows a verified step:

• A written letter of intent that makes the offer conditional on due diligence, landlord consent and licence checks.
• A deposit only after you have seen the core documents, with clear terms for its return if conditions fail.
• An escrow or a holdback, where part of the price is paid after closing once the figures and debts are confirmed.
• Warranties and a specific indemnity from the seller for tax, SGK and other pre-closing liabilities.
• A handover period in which the seller introduces you to staff, suppliers and key clients, and a reasonable non-compete clause.

What does semi-passive ownership look like after closing?

Semi-passive is not passive. Hiring a manager reduces your daily time, but it does not remove the need to govern. Owners who manage from abroad usually rely on a few fixed controls:

• A manager with a written role, targets and a share in results where the law and the contract allow it.
• Direct online access to the business bank account and POS reports, so you see the money without asking.
• A short weekly report on sales, costs and staffing, and full monthly accounts from your own accountant.
• Spending limits above which your approval is needed.
• A fixed rhythm of visits, in person or through a trusted representative.

Investors in Germany face extra questions about tax at home and transferring funds, which we cover in our guide to buying a franchise or running business from Germany. For the governance side of owning without operating, see how semi-passive ownership really works.

A due diligence checklist you can hand to your advisers

Frequently asked questions

Can I buy a running business in Türkiye and manage it from abroad?

It is possible when the business already runs without its owner and you keep direct access to the bank, the sales reports and your own accountant. Without those, remote ownership becomes a matter of trust rather than control.

Should I buy the company’s shares or only the business?

A share purchase keeps contracts and licences in place but brings the company’s past with it. An asset or enterprise purchase can be cleaner but needs more consents. Your lawyer should decide after reviewing the documents.

How do I check a business’s tax and SGK debts?

Ask the seller for official debt status letters from the tax office and SGK, dated close to signing, and have your accountant compare them with the company’s payable accounts. Back this with a contractual indemnity.

Does the shop lease pass to the new owner?

Only with the landlord’s written consent, which the landlord cannot refuse without just cause. Without it, the transfer is not valid against the landlord.

How many months of bank records should I review?

Advisers commonly start with three historic years plus the current year month by month. For a small business, the last twelve to twenty-four months of bank and POS data are usually the most revealing.

Is there a standard price multiple for small businesses in Türkiye?

No. Price should follow verified, normalised profit after the cost of a manager, minus debts and near-term investment. A quoted multiple without that work is not a valuation.

Buying a running business can be a sound way to put capital to work in Türkiye, provided the checks come before the money. If you already hold a concrete offer, the next step is an independent first look before any deposit.

General information only, not legal, tax or investment advice. Laws and thresholds can change; confirm every point with qualified Turkish advisers before you sign.