Asset Purchase Agreement

Legal Classification in Turkey

Under Turkish law, "Asset Purchase Agreement" is not a distinct, independent contract type defined in a single code. Instead, asset purchases are typically structured through a combination of legal transactions, including sales agreements for physical assets, assignment of receivables, assumption of debt (where applicable), and assignment/transfer of contracts. When the transaction involves the transfer of a commercial enterprise as a whole, it is governed by Article 11/3 of the Turkish Commercial Code (TCC) and Article 202 of the Turkish Code of Obligations. Where the transaction qualifies as a transfer of a commercial enterprise, Turkish Commercial Code Article 11/3 is typically understood to require a written transfer agreement, Trade Registry registration, and public announcement.

Asset Deal vs. Share Deal

The primary distinction lies in scope and liability. In a share deal, the buyer acquires the company entity itself, inheriting all historical liabilities and contracts. In contrast, an asset deal allows for the selection of specific assets and liabilities, but requires complex structuring to address individual asset transfers, third-party consents, and potential tax implications.

Employee Rights and Transfer

If an asset transaction qualifies as a workplace or business transfer under Turkish Labor Law, eligible employees automatically transfer to the buyer with their accrued rights, such as seniority. Consequently, both parties must carefully assess potential joint liabilities for employee benefits accrued prior to the date of transfer. In workplace transfers, Turkish Labour Law provides that the transferor and transferee may be jointly liable for certain employee-related receivables that became due before the transfer, typically for a limited period following the transfer.

Tax Considerations

Asset transfers in Turkey may trigger indirect taxes such as VAT, and the applicable treatment can vary depending on the asset type and how the transaction is structured. In some structures (for example, a transfer that is treated as a business/enterprise transfer), different tax outcomes or exemptions may be available, but this is highly fact-specific and should be assessed with transaction-specific tax review.

Contract Assignment Requirements

Unlike share deals where agreements remain with the entity, asset purchases typically require the individual transfer of commercial contracts such as supplier, customer, and lease agreements. Under Turkish Code of Obligations, transferring a contract generally requires the consent of the counterparty; thus, key business relationships do not transfer automatically and often necessitate third-party approval. Depending on the transaction structure (especially where the deal is framed as an enterprise transfer) and the wording of each contract, the transfer mechanics may differ, so each key agreement should be reviewed individually.

Disclaimer: The information provided in this glossary entry is for general informational purposes only and does not constitute legal advice. For specific cases, please seek professional legal counsel.