Shareholder Agreements in Türkiye: 2026 Strategic Guide

When establishing a business venture with multiple owners, well-drafted shareholder agreements in Türkiye serve as the foundation for protecting investments, clarifying roles, and preventing disputes. As experienced Turkish company formation lawyers, we have witnessed how properly structured shareholder agreements make the difference between thriving partnerships and costly legal battles.

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In Türkiye’s dynamic and rapidly evolving business environment, shareholder agreements play a critical role in safeguarding investments, aligning expectations, and ensuring long-term corporate stability. While Turkish law does not explicitly mandate shareholder agreements, they are widely recognized as an essential governance instrument—particularly for foreign investors and multi-shareholder structures.

As Finlexia Turkish Accounting Firm, a full-service company formation and governance advisory firm based in Istanbul and serving international clients since 2017, we regularly advise on the drafting, negotiation, and enforcement of shareholder agreements in Türkiye. Our company formation lawyers team explains the legal framework, key clauses, enforceability issues, and strategic considerations surrounding shareholder agreements under Turkish law.

What Is a Shareholder Agreement Under Turkish Law?

A shareholder agreement is a private contract entered into by two or more shareholders of a company, regulating their rights and obligations beyond what is provided in the articles of association. In Türkiye, shareholder agreements are governed primarily by the Turkish Code of Obligations and must comply with the mandatory provisions of the Turkish Commercial Code (TCC).

Unlike articles of association, shareholder agreements are not registered with the Trade Registry and do not bind third parties. However, they are fully enforceable between the contracting shareholders, provided that they do not contradict mandatory corporate law principles.

Shareholder agreements are commonly used in both local and foreign-invested companies established through company formation in Türkiye, particularly in joint ventures, family-owned enterprises, and private equity investments.

Legal Framework Applicable to Shareholder Agreements in Türkiye

The enforceability and structure of shareholder agreements in Türkiye are shaped by several key legal sources:

• Turkish Commercial Code (TCC No. 6102)
• Turkish Code of Obligations (TCO No. 6098)
• Foreign Direct Investment legislation
• Competition law and capital markets regulations, where applicable

While the TCC governs corporate structure and mandatory rules, shareholder agreements operate as contractual arrangements supplementing statutory governance.

Given the technical nature of these rules, working with experienced Turkish company formation lawyers is essential to avoid invalid clauses or unenforceable obligations.

Shareholder Agreements in Joint Stock and Limited Liability Companies

Shareholder agreements are most frequently used in two corporate forms:

Joint Stock Companies (A.Ş.)

In a joint stock company formation, shareholder agreements often regulate:

• Board nomination rights
• Share transfer restrictions
• Exit mechanisms for investors
• Dividend distribution policies

Joint stock companies provide greater flexibility for investment and exit planning, making shareholder agreements particularly valuable for venture capital and multinational structures.

Limited Liability Companies (Ltd. Şti.)

In a limited liability company formation, shareholder agreements typically address:

• Management and representation rights
• Profit-sharing arrangements
• Deadlock resolution mechanisms
• Non-compete and confidentiality obligations

Because limited liability companies are more closely held, shareholder agreements are often more detailed and operational in nature.

Key Clauses Commonly Included in Turkish Shareholder Agreements

A well-drafted shareholder agreement in Türkiye typically includes the following provisions:

Share Transfer Restrictions

Clauses such as right of first refusal, tag-along rights, and drag-along rights are commonly used to control ownership changes and protect minority shareholders.

Governance and Voting Arrangements

These clauses regulate quorum, veto rights, reserved matters, and board composition, complementing statutory governance requirements and enhancing corporate governance standards.

Dividend and Financing Policies

Clear rules on dividend distribution, capital increases, and shareholder loans help prevent disputes and ensure financial transparency.

Deadlock Resolution Mechanisms

Common solutions include buy-sell clauses, Russian roulette mechanisms, or mediation and arbitration provisions.

Exit Strategies

Exit clauses are particularly important for foreign investors, defining IPO, trade sale, or put/call option scenarios.

Each of these clauses must be carefully aligned with Turkish law and the company’s articles of association to remain enforceable.

Enforceability and Practical Limitations

While shareholder agreements are legally valid in Türkiye, certain limitations must be carefully considered:

• Provisions contradicting mandatory TCC rules are null and void.
• Obligations affecting third parties or company organs may require parallel amendments to the articles of association.
• Penalty clauses must be proportionate and compliant with Turkish contract law.

To mitigate these risks, shareholder agreements should be drafted in parallel with corporate documents and reviewed periodically, especially before annual report filing or structural changes.

Language, Governing Law, and Dispute Resolution

Shareholder agreements may be drafted in Turkish or bilingual format. For enforceability before Turkish courts, a Turkish version is strongly recommended.

Parties are generally free to choose:

• Governing law (subject to public policy limitations)
• Arbitration or court jurisdiction
• Institutional arbitration rules (e.g., ISTAC or ICC)

Strategic dispute resolution planning is essential for foreign shareholders seeking predictability and enforceability.

Integration with Corporate Operations

Shareholder agreements should not be treated as standalone documents. They must be integrated with the company’s broader operational and compliance framework, including:

• contract drafting & review for commercial agreements
• bank account opening procedures for foreign-owned companies
• Ongoing accounting & bookkeeping compliance

This holistic approach ensures consistency between contractual obligations, financial reporting, and regulatory compliance.

Why Professional Legal Support Is Essential

Drafting shareholder agreements in Türkiye requires a deep understanding of both corporate and contract law, as well as practical experience with local authorities, banks, and courts. Generic templates or foreign-law-based agreements often fail to address Turkish mandatory rules, exposing shareholders to unnecessary risk.

At Finlexia Turkish Accounting Firm, we provide end-to-end legal support, from company incorporation to long-term governance structuring, ensuring that shareholder agreements are not only legally sound but also commercially effective.

Contact us for Shareholder Agreements in Türkiye

Since 2017, Finlexia Turkish Accounting Firm has provided exceptional company formation and governance services to clients throughout Türkiye and internationally. Our Istanbul-based team of experienced corporate lawyers offers comprehensive support in multiple languages, ensuring clear communication and precise legal documentation.

We understand that shareholder agreements form the cornerstone of successful business partnerships. Our expertise in Turkish commercial law, combined with years of practical experience, enables us to draft agreements that protect your interests while fostering productive business relationships.

Whether you are a foreign investor entering the Turkish market, a local entrepreneur forming a new venture, or an established company restructuring ownership, our team provides tailored solutions addressing your specific needs. Contact Finlexia Turkish Accounting Firm today to discuss your shareholder agreement requirements and benefit from Istanbul’s most trusted corporate law expertise.