A guide to transferring shares in a Turkish limited liability company: the notarised written form, general assembly approval, restrictions in the articles, trade registry registration and liability for pre-transfer public debts.
This article is based on Turkish Commercial Code No. 6102 and Law No. 6183 on the Collection Procedure of Public Receivables, as in force on 29 October 2026. Current tax, fee and trade registry practice on share transfers, as well as the specific provisions of the company’s articles of association, should be checked separately before any transaction. The Turkish version of this article prevails.
The ownership of a Turkish limited liability company (limited şirket) rarely stays the same for long: a partner steps back, shares are redistributed within a family, a new investor comes in, or the whole company is sold. In each case, what changes hands is the company’s share capital interest (esas sermaye payı). Unlike shares in a joint stock company (anonim şirket), a limited company share cannot be transferred without complying with the form and approval requirements set by the law, and skipping any of them can put the transfer at risk.
This guide explains, based solely on the statutory texts, the form requirements for transferring limited company shares, general assembly approval, how the articles of association can restrict transfers, registration with the trade registry, transfers by inheritance or enforcement, and one of the most overlooked issues for buyers: liability for public debts such as taxes.
The nature of a limited company share
Under the Turkish Commercial Code (TCC), a limited company is formed by one or more natural or legal persons under a trade name; its share capital is fixed and consists of the sum of the capital shares (Art. 573(1)). Partners are not liable for the company’s debts; they are only obliged to pay the capital they have subscribed and to perform any additional payment and ancillary obligations set out in the articles of association (Art. 573(2)). A limited company may have no more than fifty partners (Art. 574(1)).
A share certificate in a limited company does not function as a negotiable security as it does in a joint stock company: limited company share certificates are issued only as evidentiary documents or in registered form (Art. 593(2)). The TCC expressly states that capital shares, including transfers between partners, may be transferred only in accordance with the statutory provisions (Art. 593(1)). In other words, a transfer between existing partners is subject to the same requirements.
The company keeps a share ledger (pay defteri) recording the partners’ names and addresses, their shares, transfers and transmissions, and any usufruct and pledge rights over shares (Art. 594(1)). The entry in the share ledger is the key internal record of a transfer.
Form: written agreement with notarised signatures
The transfer of a capital share and any transaction creating an obligation to transfer must be made in writing, and the parties’ signatures must be certified by a notary (Art. 595(1)). This covers not only the transfer itself but also preliminary agreements creating a transfer obligation (such as a promise to sell shares). A transfer or undertaking made without this form carries a serious risk of its validity being challenged later.
The TCC also sets a requirement for the content of the transfer agreement: if the articles of association provide for additional payment or ancillary obligations, or if the non-compete obligation has been made stricter or extended to all partners, this must be stated in the transfer agreement, together with the terms of any right of first offer, pre-emption, repurchase and purchase rights and contractual penalties (Art. 595(1)). This way, the buyer can see from the agreement which obligations it takes on when joining the company.
General assembly approval
Unless the articles of association provide otherwise, the approval of the partners’ general assembly is required for the transfer of a capital share, and the transfer becomes valid upon such approval (Art. 595(2)). Approving transfers of capital shares is among the non-delegable powers of the general assembly (Art. 616(1)(g)), so it cannot be left to the managers.
The TCC does not require a special quorum for the approval resolution; unless the law or the articles provide otherwise, general assembly resolutions are adopted by a simple majority of the votes represented at the meeting (Art. 620(1)). Unless a partner requests an oral discussion, a resolution may also be adopted by obtaining the other partners’ written approval of a proposal made by one partner, provided the same proposal is submitted to all partners (Art. 617(4)). In a single-partner limited company, that partner holds all the powers of the general assembly, and its resolutions as general assembly must be in writing to be valid (Art. 616(3)).
Refusal and deemed approval
Unless the articles of association provide otherwise, the general assembly may refuse approval without giving reasons (Art. 595(3)). Where the articles provide for additional payment or ancillary obligations and the buyer does not provide the security requested because its solvency is doubtful, the general assembly may refuse approval even if the articles are silent (Art. 595(6)).
An important safeguard in practice: if the general assembly does not refuse within three months of the application, approval is deemed to have been given (Art. 595(7)). It is therefore important to make the approval application in a dated and provable manner, so that the period can be calculated.
The articles of association can restrict or prohibit transfers
The TCC leaves considerable room to the articles of association. The articles may prohibit the transfer of capital shares altogether (Art. 595(4)). General assembly resolutions restricting, prohibiting or facilitating the transfer of capital shares are “important resolutions” requiring at least two-thirds of the votes represented together with an absolute majority of the entire share capital carrying voting rights (Art. 621(1)(c)).
If the articles prohibit transfers or the general assembly refuses approval, the partner’s right to exit the company for just cause is reserved (Art. 595(5)). Any partner may sue for a court decision allowing them to exit the company where just cause exists (Art. 638(2)). A departing partner is entitled to a severance payment corresponding to the real value of their capital share (Art. 641(1)). The law therefore does not trap a partner whose transfer is blocked in the company; however, this route requires litigation and the outcome depends on the court’s decision.
Registration: the managers’ duty and the thirty-day period
The company’s managers apply to the trade registry to register transfers of capital shares (Art. 598(1)). If the application is not made within thirty days, the departing partner may apply to the trade registry to have their name removed in respect of those shares; the registry director then gives the company a period to notify the name of the acquirer (Art. 598(2)). The trust of a person relying in good faith on the registry is protected (Art. 598(3)).
In practical terms, it is in the seller’s own interest to make sure the transfer is recorded in the registry; continuing to appear as a partner can cause problems with third parties and the authorities. Since the documents and fees required for registration are set by trade registry legislation, the current list of the relevant trade registry office should be checked before the transaction.
Transfers by inheritance, matrimonial property regime and enforcement
Shares do not always change hands by contract. Where a capital share passes by inheritance, under matrimonial property rules or through enforcement proceedings, all rights and obligations pass to the acquirer without the need for general assembly approval (Art. 596(1)).
The company does, however, have a balancing tool: within three months of learning of the acquisition, it may refuse to approve the person who acquired the share. To do so, it must offer to take over the shares at their real value, for its own account, for the account of a partner or for a third party it designates (Art. 596(2)). A refusal takes effect retroactively from the date of the transfer, but does not affect the validity of general assembly resolutions adopted in the meantime (Art. 596(3)). If the company does not refuse expressly and in writing within three months, it is deemed to have approved (Art. 596(4)).
Where the law or the articles provide for the real value as the price of a share and the parties cannot agree, the value is determined, at the request of either party, by the commercial court of first instance where the company has its seat; the court’s decision is final (Art. 597). For the broader inheritance aspects, see our inheritance law page.
Liability for public debts: the buyer’s biggest risk
An important exception to the rule that limited company partners are not liable for the company’s debts concerns public receivables (amme alacakları), such as taxes. Under Article 35 of Law No. 6183, partners of a limited company are directly liable, in proportion to their capital shares, for public receivables that cannot be collected, in whole or in part, from the company or that appear uncollectable, and they may be pursued under that Law.
The second paragraph is critical for share transfers: if a partner transfers their capital share, both the transferor and the transferee are jointly and severally liable, under the first paragraph, for public receivables relating to the period before the transfer. In addition, where the shareholders at the time a public receivable arose and at the time it fell due are different persons, they are also jointly and severally liable (Law 6183, Art. 35).
Before buying shares in a Turkish limited company, it is therefore essential to investigate the company’s tax and other public debts and to include indemnity and security provisions in the transfer agreement for debts relating to the pre-transfer period. Sellers, too, should bear in mind that liability may continue for public debts that surface after the transfer but relate to the period before it.
Share transfers in company acquisitions
When an investor acquires all or a controlling stake of a limited company, all of the above rules apply together: reviewing transfer restrictions and pre-emption rights in the articles, obtaining general assembly approval, a notarised transfer agreement, registration, and a review of public debts. In larger transactions, competition law and sector-specific approvals may be added. For the general framework of such transactions, see our mergers and acquisitions and commercial and corporate law pages.
| Step | Rule | Legal basis |
|---|---|---|
| Review of the articles of association | Transfer prohibition or restrictions, pre-emption/purchase rights, additional payment and ancillary obligations | TCC Arts. 595(1), 595(4), 621(1)(c) |
| Transfer agreement | Written form with the parties’ signatures certified by a notary | TCC Art. 595(1) |
| General assembly approval | Required unless the articles provide otherwise; transfer becomes valid upon approval; deemed approved if not refused within 3 months | TCC Arts. 595(2), 595(7), 616(1)(g) |
| Share ledger and registration | Managers apply to the registry; if not within 30 days, the departing partner may apply | TCC Arts. 594, 598 |
| Public debts | Transferor and transferee jointly and severally liable for pre-transfer public receivables | Law 6183, Art. 35 |
Frequently asked questions
Does a Turkish limited company share transfer have to be done before a notary?
Yes. The transfer of a capital share and any transaction creating an obligation to transfer must be made in writing, with the parties’ signatures certified by a notary (TCC Art. 595(1)). A transfer without notarised signatures does not meet the statutory form requirement.
Is general assembly approval needed for transfers between existing partners?
The TCC states that transfers between partners are also subject to the transfer provisions (Art. 593(1)). Therefore, unless the articles provide otherwise, general assembly approval is also required for transfers between partners (Art. 595(2)).
What happens if the general assembly refuses approval?
Unless the articles provide otherwise, the general assembly may refuse approval without giving reasons (Art. 595(3)). In that case, the partner’s right to exit for just cause is reserved (Art. 595(5)), and the partner may file an exit lawsuit where just cause exists (Art. 638(2)). If no refusal is given within three months of the application, approval is deemed given (Art. 595(7)).
Am I liable for the company’s tax debts after transferring my shares?
Under Article 35 of Law No. 6183, the transferor and the transferee are jointly and severally liable, in proportion to the capital shares, for public receivables relating to the pre-transfer period that cannot be collected from the company. It is therefore important to address pre-transfer debts in the transfer agreement.
If a partner dies, do the heirs become partners?
On inheritance, rights and obligations pass to the heirs without general assembly approval (Art. 596(1)). Within three months of learning of the acquisition, the company may refuse to approve the heir by offering to take over the shares at their real value; if there is no express written refusal within three months, approval is deemed given (Art. 596(2)-(4)).
Conclusion
A share transfer in a Turkish limited company is not complete once the agreement is signed: the notarised written agreement, general assembly approval, entry in the share ledger and registration with the trade registry must be considered together. For buyers, restrictions in the articles and public debts deserve the most attention; for sellers, following up on registration and potential liability for pre-transfer debts. For questions about your specific transaction, you may contact us.
Sources
- Turkish Commercial Code No. 6102 (in Turkish)
- Law No. 6183 on the Collection Procedure of Public Receivables (in Turkish)
This content is provided for general information and does not constitute legal advice.