Carrying out mergers & acquisitions overseas involves a range of documentation and, in countries where there are stricter regulations surrounding the use of foreign documents, this process can be made even more complicated. This is the case in Turkey, where apostilles and notarisation are generally required for any foreign document.
In Turkey, when it comes to mergers & acquisitions, there are no particular regulations for foreign buyers compared to domestic buyers, but before any merger can proceed, certain permissions must be obtained [1]. When acquiring a public company, permission will need to be granted by the Turkish Capital Markets Board. Depending on the sector of business, other permissions may also need to be sought, as many are regulated by public authorities.
There are a number of documents which must be prepared during M&A negotiations. Although these may vary, they commonly include non-disclosure agreements, purchase agreements, and shareholder’s agreements. For an international merger, these agreements often need to be signed before a notary public. This is because the office of notary is an international public office, therefore notarisation is often preferred over solicitor certification in overseas transactions.
Other documents may need to be apostilled by the Foreign, Commonwealth and Development Office in addition to notarisation. Generally, this is the case when the document originates from another country – for instance, any documents issued by the U.K.’s Companies House would require an apostille in order to be used in Turkey. Documents issued or drafted in the U.K. which are likely to come up in the M&A process include:
- Companies House documents: articles of association, bylaws, certificate of incorporation,
- Agreements or resolutions from the board of directors regarding the merger,
- Powers-of-Attorney.
A Power of Attorney (PoA) is a type of document which grants an individual permission to act on behalf of another individual in legal and financial matters. There are a number of reasons PoAs may be called for in a merger – they facilitate the buying and selling of property and the registration of trademarks and intellectual property, among other things. PoAs generally need to be notarised and apostilled in order to be used in Turkey.
Turkey’s regulations and requirements can often stack up to a large quantity of paperwork.
For example, if a tobacco company plans to form a merger with a company in the same sector in Turkey, in addition to documentation relating to the negotiations, they could expect to require:
- Permission/licencing from Turkey’s Tobacco, Tobacco Products and Alcoholic Beverages Markets Regulation Board,
- Approval from the Turkish Patent and Trademark Office for any IP registrations to be used in Turkey (i.e.: packet design, brand name, logos).
These additional steps can call for additional documentation, most of which would need to be notarised and legalised before it could be presented to the relevant Turkish authorities.
At Pardus Bloom, we tailor our service to your needs; however many documents you need to prepare and whatever processes you may require, we will endeavour to have them ready for you as quickly and efficiently as possible. We have experience helping corporate clients with overseas M&As, expansions, and property transactions, and our network of professionals will prepare your documents to exacting standards, ensuring your plans can go ahead without delay.