Transferring shares in a Turkish limited company is a formal corporate act. The sale price matters, but the file also needs the right form, the company contract check, approval where required, and a registry follow-through. A signed commercial understanding on its own does not complete the transfer.
What makes a Turkish limited-company share transfer valid?
Article 595 of the Turkish Commercial Code requires a written transfer agreement with the parties' signatures notarized. Unless the company agreement says otherwise, the shareholders' general assembly must approve the transfer, and the transfer becomes valid with that approval. Read the official Turkish Commercial Code, Articles 595 and 598 before drafting.
The company agreement comes first. It can restrict or prohibit transfers, set consent rights, or contain pre-emption, call, put, penalty, additional-payment, or ancillary-performance provisions. A buyer who checks only the cap table can miss the clause that controls the deal.
Which documents should be checked before signing?
Start with the current company agreement, the latest shareholder position, the proposed transfer agreement, and the general-assembly route. Match the seller's stated quota to the company's record. Then identify any pledge, usufruct, contractual restriction, pending dispute, or sector approval that could affect closing.
- Written share-transfer agreement with notarized signatures.
- Current company agreement and evidence of the seller's quota.
- General-assembly approval material if the agreement does not remove that requirement.
- Foreign-party identity, authority, translation, apostille, or power-of-attorney documents where the filing facts require them.
Does the general assembly always have to approve?
No. Article 595 makes approval the default only where the company agreement has not arranged otherwise. The same article allows the agreement to prohibit a transfer. Where approval is required, the general assembly can reject it without giving a reason unless the agreement changes that rule.
There is also a timing point that gets missed. If the general assembly does not reject the application within three months, approval is deemed given under Article 595. Keep a dated application record. Do not treat silence as a substitute for a clean closing file without checking the agreement and the case facts.
What happens after approval?
The company managers apply to the Trade Registry to register the passage of a capital share under Article 598. If they do not apply within 30 days, the departing shareholder can apply for removal of their name in relation to that share. The Ministry of Trade states that registry transactions are carried out through MERSIS and records are held in that system.
The registry step is not clerical cleanup. It keeps the public corporate record aligned with the transaction and matters for later banking, authority, due-diligence, and contract work. See the Ministry's Trade Registry guidance for the official MERSIS framework.
What does a share transfer leave inside the company?
A share deal changes ownership of the company. It does not erase the company's existing contracts, debts, tax history, employment position, or licence conditions. Review those before signing, especially where a change of control triggers a consent or notification. The related guide on common deal-breakers in Turkish M&A transactions is a useful diligence starting point.
Also separate the purchase price from a later dividend or profit-distribution decision. The shareholder record, distributable profit, corporate approvals, and tax consequences are different workstreams. Read the current Turkish company dividend rules before treating cash extraction as part of the transfer price.
Practical order for the process
Use a simple sequence: review the company agreement and title, negotiate the agreement, notarize signatures, obtain approval if required, file the registration update, then complete tax, banking, authority, and operational handover checks. A foreign buyer should also map any legalised corporate documents and power-of-attorney steps before the signing appointment.
For a wider sale process, see how to sell a Turkish company to a foreign buyer. Corpenza can coordinate the company-law, registry, and accounting workstream through its Turkey company formation and accounting services.
FAQ
Can the company agreement block a transfer?
Yes. Article 595 permits a company agreement to prohibit the transfer of a capital share. Read the signed current agreement, not an old template.
Is a notarized share-transfer agreement enough by itself?
No. It meets the form requirement, but general-assembly approval may still be required and the registry update remains a separate step.
Can a foreign buyer acquire a Turkish limited-company share?
Foreign ownership does not remove the corporate-transfer rules. The buyer should also check any sector-specific approvals and the documents needed to prove signing authority.
Is this legal or tax advice?
No. This is general information. The company agreement, sector rules, tax position, and transaction facts should be reviewed for the particular deal.
