Legal nature of the transaction

Distinguish a business transfer from a security transaction correctly

The transfer of a commercial enterprise is the change of hands of the economic whole that allows the activity to continue. Debts, contracts, employees and permits are assessed as much as the enterprise’s assets. In a share transfer, by contrast, the company’s assets remain with the company; the shareholding structure changes.

A movable pledge in commercial transactions secures a debt without delivery of the asset, once the party and asset conditions under Law No. 6750 are met. The pledge right is created by registering the contract in the Registry of Pledged Movables (TARES). At the first meeting, the type of transaction, the need for documents and approaching dates are clarified.

Our legal services

From before the transaction to after closing

We define the scope of services according to the nature of the transaction for business owners, acquirers, investors, lenders and third-party pledgors.

Pre-transfer legal due diligence

Joint review of authority, inventory, debt, litigation, security and contract records.

Risks and deficiencies affecting the transaction
Matters to be remedied and the document plan

Scope of the review

Transfer agreement and negotiation

Clear regulation of the transferred elements, the price and the parties’ responsibilities.

Annexes of assets and debts
Payment, security and transition conditions

Scope of the agreement

Registry, permits and closing

Conduct of the signing, registration, announcement, delivery and payment steps within a single transaction plan.

MERSİS and the trade registry
Review of competition and sector-specific permits

Closing steps

Movable pledge and TARES

A pledge agreement suited to the financing relationship, registry review and registration preparation.

Suitability of the parties and the asset
Debt, scope and maximum secured amount

Creating the pledge

Valuation, priority and deletion

Review of the value of the pledged asset and of the order of rights over the same asset.

Rank, amendment and assignment of the claim
Deletion from the registry after payment

Registry and priority

Default and disputes

Determining the legal routes for unpaid prices, pledged claims and breaches of contract.

Mediation, litigation and enforcement
Interim protection and objections

Dispute routes

Key distinctions

Which transfer transaction is it?

Types of transfer and key areas of review
Type of transaction	Principal consequence	Priority check
Transfer of a commercial enterprise	The economic whole of the enterprise is the subject of the transfer.	Written contract, assets and liabilities, trade registry, registration and announcement.
Company share transfer	Ownership or control changes; the assets remain with the company.	Type of company, articles of association, share restrictions and corporate approvals.
Transfer of individual assets	A specified asset, right or receivable is the subject of a separate transaction.	The form of each element, its special registry, delivery and any required third-party consent.
Transfer of the workplace (işyeri devri)	Gives rise to special consequences for employees’ employment contracts.	Labor Law (İş Kanunu) Article 6, accrued rights, liability and Social Security Institution (SGK) procedures.

The transfer of a commercial enterprise and the transfer of the workplace may arise together in the same transaction. The name of the transaction alone is not decisive; the elements transferred, the continuity of the enterprise and the actual content of the contract are reviewed together.

Transfer transactions

In a transfer, debts, contracts and the registry are addressed together

Article 11/3 of the Turkish Commercial Code (TTK) allows an enterprise to be transferred as an economic whole. This facility does not remove the checks to be made regarding third-party rights, special registries, employees and permits.

Liability for debts and the two-year period

The transferor’s liability does not end with signature. Under Article 202 of the Turkish Code of Obligations (TBK), the transferee’s liability toward creditors for the enterprise’s debts arises upon notification or announcement. The former debtor also remains jointly and severally liable for two years; the creditor may demand the whole debt from those liable, under the statutory conditions.

The two years run, for debts that are already due, from notification or announcement, and for debts that fall due later, from the date on which they fall due. The period does not begin until the transferee has fulfilled the obligation of notification or announcement. Special liability provisions for tax, SGK and employee debts are reviewed separately.

Contracts, employees and permits

The parties’ allocation of debts does not by itself remove the creditor’s statutory right. For unknown debts, employee claims, public debts and pending enforcement proceedings, the internal relationship, liability toward third parties and payment security are regulated separately.

It is not assumed that a permit, a lease relationship, a license or a security will pass automatically. Clauses on prohibition of transfer, notification, consent and change of control are reviewed. Rights of employees arising from law cannot be eliminated by the transfer agreement.

Which records are assessed in the pre-transfer due diligence?

Authority and company records: authority to represent and bind, trade registry, MERSİS, chamber and activity records; corporate resolutions according to the type of company.
Assets and restrictions: ownership of movable and immovable property, stock, machinery, vehicles, software, attachment, pledge, mortgage, financial leasing and retention of title.
Financing and contracts: receivables and debts, loans, suretyship and guarantee agreements, and customer, supply, dealership, distributorship, service, license and lease relationships.
Operational and public obligations: permits, incentives, public contracts, tax/SGK, environment, competition, occupational health and safety, and sector-specific regulations.
People, information and disputes: employee rights, lawsuits/enforcement proceedings, mediation/arbitration, intellectual property rights, trade secrets, personal data and information security.

Risks are separated into matters that prevent the transaction, matters to be remedied before closing, matters to be tied to the price or security, and matters to be monitored after closing. The scope of the written review and the form of reporting are determined at the start of the engagement.

Scope of the transfer agreement and protective provisions

The parties and representatives; enterprise details; the assets, receivables, debts and contract annexes within the scope of the transfer, and the elements outside it.
Transfer price, payment schedule, price adjustment, set-off, earnest money (kapora), and the security or escrow account arrangement.
Signing and closing plan; conditions precedent, delivery, possession, keys, records and transfer of digital access.
Representations and undertakings, breach and indemnification, liability for defects and for third-party eviction (zapt), unknown debts and limits of liability.
Allocation of tax, employee and third-party claims in the internal relationship; transition-period services and continuity of the activity.
Reasonable non-competition, non-solicitation of employees and customers, and confidentiality provisions; ending, termination, failure of closing, notification, jurisdiction or arbitration.

Preparation subject to conditions precedent is kept separate from a transfer submitted for registration. Under Article 133 of the Trade Registry Regulation, a promise of transfer, a transfer that will take effect at a later date, or conditional transfers cannot be registered. The registration text must be drafted consistently with the transfer declaration that ensures the integrity and continuity of the enterprise, and with the price and payment terms.

Separate checks for assets, employees and permits

Movables, stock and business installations

Machinery, equipment, fixtures, vehicles, raw materials, semi-finished and finished goods inventory are listed with quantity, serial number, location, ownership and defect information. Financial leasing, retention of title, attachment and pledge are shown separately.

Immovable property and rights of use

Title deed, encumbrances, lease, intended use, permit and the match with actual use are reviewed. Notifications and registrations to be made with the relevant registry, and the steps required of the owner, landlord or public authority, are determined.

Trade name and intellectual property rights

Trade name, enterprise name, trademark, patent, design, domain name, and software and content licenses are checked separately for ownership, term, restrictions on transfer and registry. A trade name cannot be transferred separately from the enterprise; the effect of a business transfer on the name is assessed together with TTK Article 49.

Receivables, debts and security

The existence and maturity of a receivable, any limitation on its assignment, notification, and set-off claims are reviewed. The conditions required for the transfer or continuation of suretyship, a guarantee, a pledge, a mortgage and a letter of guarantee are determined separately.

Contracts and the right of tenancy

A change of contracting party, a statutory succession and the transfer of only a specific right are distinguished. Provisions on transfer/consent, termination, exclusivity, default and change of control, and the special rules of the lease relationship, are assessed.

Permits, licenses and authorization documents

Whether the document is tied to the person or to the enterprise, and the conditions for transfer, renewal, notification or a new application, are reviewed under the relevant sector legislation. A public permit is not deemed transferred automatically by a private contract.

Employees’ rights

In a transfer under Article 6 of the Labor Law, existing employment contracts pass to the transferee with their rights and obligations. Wages, fringe benefits, length of service, leave, collective labor relations, SGK, occupational safety and pending disputes are reviewed. The transfer alone is not a ground for termination; special liability and exceptions are assessed separately.

Personal data and trade secrets

Access during the review and transfer after closing are planned separately. The legal basis, purpose limitation, data minimization, privacy notice, access authorizations and security measures are determined; the data room and trade secrets are protected.

Registration, competition approval and closing plan

Under TTK Article 11/3, a written contract, registration in the trade registry and announcement are required. Under Article 133 of the Trade Registry Regulation, the transfer takes effect upon registration of the whole contract. The notification/announcement dimension of liability for debts toward creditors is also taken into account.

MERSİS application, corporate resolutions, registry documents, necessary special registry notifications and announcement.
Price, delivery/possession, keys, bank and digital access; notifications to contract counterparties, employees and authorities.
Invoice/accounting records, transition-period tasks and steps to be completed after closing.

In transactions that may create a lasting change of control, the current Competition Board (Rekabet Kurulu) notification and approval conditions are assessed before signing. The parties to the transaction, turnovers, linked transactions and the technology undertaking rules matter. A transaction that requires approval is not closed without approval. In fields such as banking, insurance, energy, health, tourism, education, transport and electronic communications, sector-specific permits are reviewed separately.

Financing and security

How is a movable pledge created and protected?

A non-possessory pledge allows an enterprise to provide security while continuing to use a suitable asset in its activity. The financing need is assessed together with the parties, the asset, the registry and the structure of the debt.

Between which parties can it be created?

A pledge agreement under Article 3 of Law No. 6750 can be made:

Between credit institutions and natural and legal persons who are merchants, tradespeople, farmers, producer organizations or self-employed professionals;
Between merchants and/or tradespeople.

A third party may pledge its own asset for the benefit of the debtor under the conditions in the law. The status of the parties, ownership and authority of representation are verified before registration.

The right registry and the right security

Law No. 6750 is not the only pledge route for all movables. Possessory pledges, vehicle pledges, mortgages over vessels and aircraft, and security over deposits and capital market instruments are subject to their own regimes.

A TARES record alone does not explain the whole legal position. The underlying contract, the relevant special registries, earlier pledges and third-party rights are reviewed together. Assignment of a claim is likewise not the same transaction as an in rem pledge.

Pledge agreement, signature and TARES registration

The existing or future debt to be secured is tied to the pledge amount, currency, scope and description of the asset. In a written contract, signatures are notarized or made before the registry official; an electronic contract requires a secure electronic signature. The act that creates the pledge right is TARES registration.

The parties, representatives, subject and amount of the debt; for an indeterminate claim, the maximum secured amount and currency.
Distinguishing details of the asset; if the asset has no individual characteristic by nature, a description that allows it to be determined in general terms.
Principal and ancillary claims, maturity, rank/order, place of use, maintenance, insurance, record-keeping and supervision arrangements.
Valuation, replenishment of stock, information/notification, default, amendment, transfer, deletion and registration costs.

Clauses that prohibit the pledgor’s power of disposal or the creation of a sub-pledge or successive pledge are invalid under Article 4/7 of the Law. The contract should be drafted to protect the debt and the asset with this limit in mind.

Assets that can be pledged, the whole enterprise and yields

Receivables, rental income, earnings and yields.
Machinery, equipment, apparatus, tools, construction machinery and electronic devices; suitable vehicles outside the special registry regime, and wagons.
Raw materials, consumables, semi-finished goods, stock and agricultural products; perennial crop-bearing trees and animals of commercial value.
Intellectual and industrial property rights, trade name/enterprise name, the right of tenancy; licenses/permits for which registration in another registry is not provided and which are not administrative permit documents.
Commercial project, commercial license plate (ticari plaka) and line (hat); under the statutory conditions, the enterprise as a whole, co-ownership shares, and suitable assets/rights in the possession of a third party.

Pledge over the whole enterprise

If specified movables are sufficient to secure the debt, a pledge cannot be created over the whole enterprise. A pledge over the whole enterprise is reviewed together with the allocated assets, rights in other registries, earlier pledges and the continuity of the activity.

Future assets and yields

Future assets and changing groups of stock and receivables are described clearly and traceably. Article 7 of the Law is taken into account for legal yields such as interest and insurance, for natural products and for replacement goods; receivables arising from the production process and the protection of a good-faith third party are also assessed separately. The effect of collection, ordinary sale and replacement assets is determined on the specific transaction.

Use and protection

The maintenance, insurance, safekeeping, record and notification obligations for the asset are regulated together with the creditor’s information and supervision rights in accordance with the law. The effect on the pledge of sale, processing, combination with other goods, relocation or leaving the asset with a third party is reviewed separately.

Valuation, rank, amendment and deletion

Value, rank and priority

Valuation is tied to the security amount, the condition of the asset, depreciation, stock movements and market conditions. The value determination and objection procedures provided by law are reserved. Where there are several pledges, the rank system, the registry record, the time of registration and statutory priorities are reviewed; reliance is not placed solely on the words “first rank” in the contract.

Amendment and assignment of the claim

Whether amendments to the debt, maturity, currency, party, asset or rank need to be registered is reviewed. The assignment of the secured claim and the registration of the new creditor are addressed together; the order of existing rights is taken into account.

End of the debt and deletion

Payment does not delete the registry record by itself. From the date the claim ends, a pledgee subject to Turkish law has an obligation to apply for deletion within 15 business days, and a pledgee subject to foreign law within 30 business days. This distinction is not made by citizenship. If deletion is not requested in time, the statutory routes of the pledgor or the debtor are assessed (Law No. 6750, Article 15).

There is no automatic transfer of ownership upon default

Expiry of the term does not automatically make the creditor the owner. The maturity of the debt, default and notifications are verified. Under the conditions of Article 14 of the Law, the first-rank creditor’s request to the enforcement office for transfer of ownership, assignment of the claim to an authorized asset management company, a lease/license right in suitable assets, or enforcement under the general provisions may come into play.

Valuation, rank, earlier pledges, other creditors, third-party rights and any surplus value to be returned to the rightful holder are reviewed together. The asset cannot be seized before the applications required by the ownership-transfer procedure and the specific transaction have been completed.

Protection of rights

Routes of recourse in transfer and pledge disputes

Transfer price/price adjustment, scope, breach of representations and undertakings, defects, third-party eviction and indemnification.
Invalidity of the contract, termination, withdrawal, failed closing and liability for the enterprise’s debts.
Trade registry procedures; existence, scope and rank of the pledge, TARES correction/deletion and valuation objections.

Use, protection or transfer of the pledged asset; post-default procedures.
Claim, action for negative declaratory judgment, action for recovery of payment, annulment/removal of the objection; interim injunction and precautionary attachment.
Mediation, litigation, enforcement or arbitration according to the specific claim; review of subject-matter and territorial jurisdiction, time limits and procedural prerequisites.

Matters reviewed separately in attachment, composition with creditors (konkordato) and bankruptcy

The rank of the pledged claim, the effect of the moratorium, the limits on enforcement or sale, the steps of the composition commissioner/court and the bankruptcy provisions are assessed separately. The existence of a pledge does not confer unlimited authority to enforce or sell at every stage. In the transfer of an enterprise, the risks of insolvency, simulation and annulment of dispositions, and the protection of creditors, are also reviewed. The transfer of an enterprise in financial difficulty is not treated within the same risk framework as an ordinary acquisition.

Our approach

How do we conduct the transfer and pledge process?

Purpose of the transaction and document review
We assess the options of business transfer, share transfer, asset transfer and pledge together with the status of the parties, the financing need, authority, registry, contract and key dates.
Scope, risk and contract preparation
We identify gaps and priority risks and clarify the scope of services. We prepare the contract, annexed lists, resolutions, notifications and permit applications, and conduct the negotiations.
Signing, payment, registration and delivery
We check the conditions precedent; we track payment, trade registry/TARES, announcement, delivery and third-party notifications against the closing list.
Post-closing follow-up and reporting
Within the agreed scope, we monitor deletion, transition obligations and disputes. We inform you of developments and of matters that require the client’s decision.

Preparing for the consultation

Which documents are needed for the initial assessment?

At the first stage

A short summary of the transaction, the sector, the status of the parties and the planned transaction date.
If available, the transfer/pledge contract or draft, trade registry records and authority documents.
Asset/debt list, relevant TARES or special registry records, financing and payment documents.
If any, formal notices (ihtar), official notifications (tebligat), litigation/enforcement papers and approaching last dates for action.

Depending on the nature of the transaction

Lease, customer/supplier, dealership, license, guarantee agreements and other contracts.
Records on employees, wages/leave, SGK/tax, permits/incentives and sector-specific permits.
Valuation reports, insurance, stock movements, intellectual property rights and data transfer documents.
For foreign parties, representation, apostille/certification and translation documents.

If your documents are incomplete, it is enough to state which records are missing. In your first message, do not send an ID copy, passwords or detailed employee/customer data; share the documents needed through the secure channel that is designated.

Scope and contact

Terms of service and transactions connected with Türkiye

Fees, expenses and representation

The scope of the legal review, contract, registry procedure, advisory work or dispute follow-up, and the attorney’s fee, are determined at the start of the engagement. Valuation, translation, travel, registry/notary service fees and litigation costs are explained separately, taking applicable statutory exceptions into account.

The tax, duty, fee and valuable paper exemption under Article 19 of Law No. 6750 does not mean that all service and transaction costs are free. A consultation request does not by itself start the acceptance of a matter or time-limit tracking. Representation and authorization are completed separately.

From Antalya to transactions across Türkiye

Güneş & Güneş Law Firm, founded in Kemer on March 18, 1999 and based in Antalya since 2007, plans the business transfer, security and commercial dispute processes in Türkiye’s 81 provinces from its Antalya office, according to the needs of the competent registry, authority and court and of on-site work.

In transactions of a foreign investor, company or lender connected with Türkiye, authority, validity of documents, apostille/certification, translation, foreign currency/payment structure and sector-specific restrictions are reviewed. Communication in Turkish, English, German and Russian, online meetings and secure document sharing can be provided.

Choice of foreign law and assets abroad

The choice of a foreign law does not in every case displace the mandatory registry, employee, competition, public permit and third-party protection provisions of Turkish law. International jurisdiction, arbitration, foreign service of documents, tax number, foreign investment and the enforceability of the decision are assessed separately. Assets abroad and pledges registered in a foreign registry are reviewed under the law of the country concerned. Representation in Türkiye and the local representation by an attorney authorized in the foreign country are separate; the scope, responsibility and fee of any coordination needed are determined separately.

Frequently asked questions

As you plan your transaction

Does buying only machinery and stock count as a business transfer?

Not always. It is reviewed whether the elements that provide economic integrity and the continuation of the activity have in fact passed. Calling the transaction an “asset sale” does not by itself remove the statutory consequences of a business transfer.

How do we proceed if there is a TARES record before the transfer?

The scope and continuation of the pledge, the creditor’s rights, and the conditions of payment and deletion are determined. Repayment of the debt, other security, or transfer with the existing pledge are assessed according to the specific transaction; closing is not carried out on the assumption of a clean registry.

What happens to a commercial enterprise pledge created before 2017?

Because of the transitional provision of Law No. 6750, the earlier relevant legislation continues to apply to pledges created before January 1, 2017. Without determining the date of the record, not all provisions of the new TARES regime apply directly.

Can help be obtained after the contract is signed?

Yes. The signed text, the stage of registration/delivery/payment and the existing notifications are reviewed together. Correction, a supplementary contract, deletion, formal notice or dispute routes are assessed according to the specific situation. Rights and obligations that have already arisen are taken into account.

How long does the transaction take, and what is clarified at the first consultation?

The time depends on the readiness of the records, the parties’ negotiation, authority approvals, and valuation and registry procedures. At the first consultation, the type of transaction, document gaps, priority risks and the work requested to be undertaken are determined; no commitment is made to a fixed completion time or a definite result.

Related services and legal bases

Access detailed information

Related practice areas

Official legal sources

This page is for general information; it does not constitute a legal opinion on a specific transaction or an assurance of outcome. The legislation in force on the date of the transaction and the file documents must be assessed together.

Next step

Request a consultation for your transfer or pledge transaction

Briefly state the subject of the transaction, which party you represent and, if any, the approaching date. The scope of the document review and the way forward are determined at the consultation.

Confidentiality and personal data: The information and documents you share are kept confidential; they are used only to assess your legal request, with regard to the attorneys’ professional obligations and the rules on the protection of personal data. For details, you can review the KVKK Privacy Notice.

Your application does not mean that an attorney–client relationship has been established or that tracking of time limits has been undertaken. If you have an existing file, contact your responsible attorney.

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Business Transfers and Movable Pledges