Share Transfer in Turkish Companies | Rules & Procedures

Why Share Transfers Matter

Foreign investors often enter Turkey not only by establishing new companies but also by acquiring existing shares. Turkish law allows this, but the process varies significantly depending on whether the company is a Joint Stock Company (A.Ş.) or a Limited Company (Ltd. Şti.).

Share Transfer in Joint Stock Companies (A.Ş.)

• Share Types: A.Ş. may issue registered shares (nama) and bearer shares (hamiline).
• Transfer Process:
  • Registered shares: Transfer by endorsement and delivery.
  • Bearer shares: Transfer by possession (delivery of the share certificate).
• Restrictions: Generally, transfers cannot be restricted unless specifically provided by law or in certain regulated sectors.
• Registry: Transfers are not subject to Trade Registry registration or public announcement.

This makes A.Ş. the most flexible option for investors planning to trade or transfer shares easily.

Share Transfer in Limited Companies (Ltd. Şti.)

• General Assembly Approval: Share transfers require approval by the General Assembly, unless the company contract states otherwise.
• Steps:
  1. Draft and notarise the share transfer agreement.
  2. Obtain General Assembly approval.
  3. Register the transfer at the Trade Registry.
  4. Announce the change in the Turkish Trade Registry Gazette.
• Public Debt Liability: Shareholders remain liable for uncollected public debts in proportion to their shares, even after transfer.

More on governance: Limited Company in Turkey.

Share Transfer in Limited Partnerships

• For limited partnerships divided into shares, the A.Ş. share transfer rules apply.
• For ordinary partnerships, transfer rules are subject to the company contract and general obligations of partners.

See details: Limited Partnership in Turkey.

Foreign Investor Considerations

• Due Diligence: Always review the company’s debts, tax status, and contracts before acquiring shares.
• Notarisation & Translation: Agreements involving foreign shareholders must be notarised, apostilled, and officially translated into Turkish.
• Competition Authority: For mergers & acquisitions above certain thresholds, approval from the Turkish Competition Authority may be required.

Key Takeaways

• A.Ş.: Fast, flexible, no registry requirement for share transfer.
• Ltd. Şti.: Requires notary, General Assembly approval, and registry registration.
• Foreign investors: Must consider tax, liability, and regulatory approvals.

Related reading: Documents for Company Registration in Turkey.

Professional Guidance

MFY Legal assists investors in structuring, negotiating, and completing share transfers in Turkish companies — ensuring compliance, protecting interests, and minimising risks.

Contact us today for expert guidance on share transfers in Turkey.