A Turkish company sale is often described as a price negotiation. For a limited company (limited şirket), the operational risk sits elsewhere: the company agreement, the form of the share-transfer agreement, shareholder approval, the Trade Registry filing, and a tax workstream that is not solved by copying a prior deal file. This guide is a practical sequencing note for foreign buyers and sellers; it is not a substitute for transaction-specific legal or tax advice.
Start with the company agreement and the share record
Before signing, reconcile the seller, the capital share, the current company agreement and any rights attached to that share. Check restrictions on transfer, pre-emption or call rights, additional-payment or ancillary-performance obligations, pledges, usufruct, change-of-control consents and sector-specific permissions. A clean cap-table summary is useful, but it does not replace the registered corporate record or the company agreement.
Notary form and approval are separate gates
Article 595 of the Turkish Commercial Code says that a transfer of a limited-company capital share and the transaction giving rise to it must be in writing and the parties’ signatures must be notarised. Unless the company agreement provides otherwise, the general assembly’s approval is also required and the transfer becomes valid on that approval. The agreement may impose a different rule or even prohibit a transfer. Read the official Commercial Code, Articles 595 and 598 against the actual company agreement rather than assuming a standard form works.
Where approval is required, document the application and decision trail. Article 595 provides that approval is deemed granted if the general assembly does not reject the application within three months, subject to the facts and the company agreement. Do not treat a calendar reminder as a closing opinion: authority, notice and evidence of delivery still matter.
Registry and MERSIS follow-through
After the share passes, Article 598 puts the application to register the transition with the Trade Registry on the company’s managers. If they do not apply within 30 days, the departing shareholder has a statutory route to apply for removal of their name in relation to the share. The Ministry of Trade describes the Trade Registry framework and its official registry guidance; registry procedures are operated through MERSIS. Prepare the filing pack, translations, powers of attorney and identity/authority documents early where a party is abroad.
Tax planning means scoping, not guessing a rate
A share transfer is not a universal tax result. The seller’s legal form and tax residence, the target’s facts, price mechanics, payment timing, FX, costs, related-party status and any contract taxes can change the analysis. Keep a separate tax memo with the assumptions, documents and responsibility for filings. Do not label a gross purchase price “tax inclusive” without deciding which party bears each identified exposure and how a later assessment is handled.
The corporate and tax workstreams should meet before signing. A price adjustment, withholding question, invoice or accounting treatment, dividend history and post-closing funding plan can all affect the economics even though none replaces the statutory transfer formalities.
Closing checklist for an international transaction
- Confirm title, restrictions and approvals from the company agreement and registry record.
- Prepare the written transfer agreement and notary signing package.
- Obtain and minute approval where it is required.
- Submit the registry/MERSIS application and retain filing evidence.
- Run a documented tax and accounting review before funds move.
- Update banking mandates, beneficial-owner information, licences and key contracts where the facts require it.
For the contractual workstream, see our Turkish SPA drafting guide. For a more detailed procedural overview, use our limited-company share-transfer guide. In a live deal, sequence the notary, approval, registry and tax owners together; a signed commercial agreement by itself is not the end of the process.
Primary sources
- Turkish Commercial Code No. 6102, Articles 595 and 598 — in force; accessed 6 August 2026.
- Republic of Türkiye Ministry of Trade: Trade Registry — current official service guidance; accessed 6 August 2026.
- MERSIS, Ministry of Trade — official system portal; accessed 6 August 2026.
