On Exit, 3 parameters can change the tax by 10x.
Tax optimization
- 2-year retention exception (KVK article 5/1-e).
- Holding structure.
- Overseas transportation risks.
Due diligence
- Legal: contracts, IP, lawsuits.
- Financial: books, taxes, financing.
- Technical: code, architecture, security.
- HR: employee contract + IP transfer.
Earnout
- Partial payment based on performance.
- 3 years common; Criteria must be clear.
- Arbitration procedure if a dispute arises.
Frequently asked
Do I have anti-dilution protection?
It must be defined in the shareholders' agreement.
Is Earnout 30% common?
20-40% range for Türkiye.
Overseas buyer tax structure?
Double tax agreement is taken into consideration.
Relevant legislation
- Turkish Commercial Code art.331-644 — A.Ş. and LTD establishment, share transfer.
- FSEK art.2/1-1 — Protection of software as a work.
- SMK No. 6769 — Trademark, patent, utility model, design.
- KVKK article 12 — Data security, by-design principle.
- TBK art.193 et seq. — Contracts, guarantees, indemnification.
Legal notice: This article is for general information purposes; A meeting with a lawyer is required for a concrete case.