How to Transfer Shares in a Turkish Company? 2026 Guide

Transferring shares in Turkish companies demands careful attention to legal requirements, documentation standards, and procedural compliance. Whether you’re dealing with a limited liability company or joint stock company structure, understanding the applicable regulations prevents delays and ensures valid transfers.

The complexity of Turkish commercial law, combined with frequent regulatory updates, makes professional guidance invaluable. Even seemingly straightforward transfers can encounter unexpected obstacles without proper preparation and expertise.

Table of Contents

Transferring shares in a Turkish company is a strategic corporate action that requires careful legal, tax, and procedural planning. Whether the transaction is part of an investment exit, corporate restructuring, succession planning, or foreign market entry, compliance with Turkish commercial law is essential to ensure validity and enforceability.

As Finlexia Turkish Accounting Firm, a full-service company formation and governance firm based in Istanbul and serving international clients since 2017, we regularly advise local and foreign shareholders on secure and efficient share transfers in Türkiye. This article provides a structured, up-to-date overview of how share transfers work under Turkish law, highlighting key differences between company types, procedural steps, common risks, and best practices.

1. Legal Framework Governing Share Transfers in Türkiye

Share transfers in Turkish companies are primarily governed by:

• Turkish Commercial Code No. 6102 (TCC)
• Capital Markets Law (for publicly held companies)
• Tax legislation and secondary regulations
• Company articles of association
• Shareholders’ agreements

The applicable procedures differ significantly depending on the company type—most notably between joint stock companies (A.Ş.) and limited liability companies (Ltd. Şti.).

Foreign investors entering the Turkish market through company formation in Türkiye should understand these distinctions early, as share transfer flexibility is often a decisive factor when choosing the corporate structure.

2. Share Transfers in Joint Stock Companies (A.Ş.)

2.1 Transfer of Registered Shares

In a joint stock company, shares may be issued as registered or bearer shares. Registered shares are transferred through:

• A written share transfer agreement
• Endorsement of share certificates (if printed)
• Registration of the transfer in the share ledger of the company

Board approval is generally not required unless restricted by the articles of association.

2.2 Transfer of Bearer Shares

Bearer shares are transferred by physical delivery; however, recent regulatory changes require registration with the Central Securities Depository (MKK). Failure to register may invalidate shareholder rights, including voting and dividend entitlements.

2.3 Restrictions on Share Transfers

The articles of association may impose:

• Approval requirements
• Pre-emption rights
• Lock-up periods

Such restrictions must comply with the TCC and are commonly seen in family-owned or closely held companies.

Investors considering joint stock company formation should carefully structure transfer restrictions at the incorporation stage to balance flexibility and control.

Limited Liability Company (LLC) vs. Joint Stock Company (JSC)

Before initiating a transfer, it is crucial to identify your entity type, as the “ease of exit” is a primary differentiator between limited liability company formation and joint stock company formation.

3. Share Transfers in Limited Liability Companies (Ltd. Şti.)

Share transfers in limited liability companies are subject to stricter formalities and are less flexible than in joint stock companies.

3.1 Mandatory Notarization

A share transfer agreement must be executed before a Turkish notary public. This requirement applies regardless of whether the parties are Turkish or foreign.

3.2 General Assembly Approval

The transfer must be approved by the shareholders’ general assembly, unless the articles of association provide otherwise. The approval resolution must also be notarized.

3.3 Trade Registry Registration

The transfer becomes legally effective only upon registration with the Trade Registry and publication in the Turkish Trade Registry Gazette.

For entrepreneurs prioritizing operational simplicity, these factors should be weighed carefully during limited liability company formation.

4. Share Transfer Agreement: Key Legal Elements

A well-drafted share transfer agreement is central to risk mitigation. Typical clauses include:

• Identification of shares and ownership percentage
• Purchase price and payment terms
• Representations and warranties
• Conditions precedent (regulatory approvals, consents)
• Non-compete and confidentiality clauses
• Governing law and dispute resolution

Our contract drafting & review services ensure that share transfer agreements are aligned with Turkish law while reflecting international transaction standards.

5. Tax Implications of Share Transfers

Tax exposure depends on multiple factors, including the seller’s status, holding period, and company type.

• Capital gains may be exempt if shares in a joint stock company are held for at least two years
• VAT generally does not apply to share transfers
• Stamp duty may apply to executed agreements

Incorrect structuring can lead to unexpected tax liabilities or post-transaction disputes. Coordinated legal and financial analysis is therefore critical.

6. Foreign Shareholders and Cross-Border Transactions

Foreign individuals and entities are generally free to acquire or transfer shares in Turkish companies, subject to sector-specific restrictions (e.g., defense, energy, aviation).

Key considerations include:

• Compliance with foreign exchange regulations
• Proper identification and apostille of foreign documents
• Notification obligations to banks and authorities

Following completion of the transaction, updates to corporate banking arrangements may be required. Our bank account opening support ensures continuity of financial operations post-transfer.

7. Corporate Records and Post-Transfer Compliance

After a share transfer, companies must update:

• Share ledger and shareholder lists
• Trade Registry records (where applicable)
• Authorized signatory structures
• Accounting and tax records

Accurate reporting is essential to avoid regulatory penalties and shareholder disputes. Ongoing accounting & bookkeeping and annual report filing services help ensure compliance with Turkish corporate and tax regulations.

8. Corporate Governance Considerations

Share transfers often alter control dynamics within a company. As such, they should be assessed from a corporate governance perspective, including:

• Voting rights and quorum thresholds
• Board composition
• Minority shareholder protections
• Exit and tag-along rights

Proper alignment with best practices in corporate governance enhances investor confidence and reduces litigation risk.

9. Common Risks and How to Avoid Them

Some of the most frequent issues we encounter include:

• Invalid transfers due to missing notarization or registration
• Conflicts with articles of association
• Undisclosed liabilities or encumbrances
• Improper valuation leading to tax disputes

Engaging experienced Turkish company formation lawyers ensures that share transfers are executed efficiently, lawfully, and in line with both Turkish and international standards.

Conclusion: Strategic Planning Is Key

Share transfers in Turkish companies are far more than administrative formalities. They are legally sensitive transactions that can significantly affect ownership rights, tax exposure, and corporate control. Whether dealing with a joint stock company or a limited liability company, proper planning, documentation, and regulatory compliance are essential for long-term success.

Contact us to Transfer Shares in a Turkish Company

Navigating share transfer procedures in Türkiye requires detailed knowledge of commercial law, tax regulations, and corporate governance requirements. Since 2017, Finlexia Turkish Accounting Firm has provided comprehensive corporate legal services to domestic and international clients, ensuring smooth and compliant share transfer transactions.

Our experienced team handles every aspect of the share transfer process, from due diligence and contract negotiation to Trade Registry filings and post-transfer compliance. We work in multiple languages to serve our diverse clientele and provide clear guidance through each procedural step.

Whether you’re acquiring shares in an existing Turkish company, restructuring ownership among current shareholders, or facilitating an investor exit, Finlexia CPA delivers the professional support you need. Contact us today to discuss your share transfer requirements and ensure your transaction proceeds efficiently and in full compliance with Turkish law.