A company may acquire its own shares only under certain conditions. In a non-listed joint-stock company, an ordinary acquisition requires, together, a general assembly authorization, compliance with the ten percent ceiling on capital, sufficient net assets and fully paid-up share prices. In a limited liability company, freely disposable equity and the ten percent ceiling are the rule; in the cases of withdrawal or expulsion specified by law, the ceiling rises to twenty percent. The company buying the share and the company financing another buyer's purchase price are different transactions. In the second case, the financial assistance ban may come into play for joint-stock companies.
This article examines changing the shareholder base with company funds, the effect of repurchased shares on rights, and the periods for disposing of them. The Capital Markets Board (SPK) regime for publicly traded companies is addressed separately. The explanations rely on a source check dated October 14, 2026; the date must be assessed together with the law in force when the transaction was carried out.
Why is a company’s acquisition of its own shares subject to special rules?
In an ordinary share transfer, the buyer is an existing shareholder or a third party. When a company acquires its own shares, however, the buyer is the company as a legal entity. The price paid to the seller leaves the company’s assets. For this reason, the transaction cannot be assessed merely as an agreement between two parties on a price; the security of creditors, the company’s ability to pay and the rights of the other shareholders are also affected.
A repurchase may serve purposes such as acquiring the shares of a departing shareholder, granting shares to employees in the future, or reducing capital. However, having a legally legitimate purpose does not remove the financial and institutional conditions. Transferring all of a company’s resources to one shareholder in order to settle a dispute among shareholders may not constitute a valid transaction model, even if it has been agreed upon.
Three transactions must be kept especially separate: the company taking over an existing share, the company subscribing to its own new share at incorporation or in a capital increase, and the company financing a third party’s purchase. TTK Art. 388 prohibits subscribing to one’s own share; permission to buy an existing share does not lift this prohibition. A joint-stock company also cannot acquire shares in a way that would make itself the sole shareholder; in a limited liability company, TTK Art. 574/3 prevents the same result.
In a joint-stock company, the conditions for an ordinary acquisition must be met together
The ten percent calculation is based on nominal value, not the sale price
TTK Art. 379 limits a company’s acquisition of its own shares for consideration, and its acceptance of them as pledge, to one tenth of the basic or issued capital. Even if a transaction appears small on its own, exceeding the limit together with previous acquisitions is prohibited. Shares that a third party acquires in its own name but for the company’s account also fall within the scope of this provision.
In a joint-stock company with capital of TL 10 million, the ordinary acquisition capacity is TL 1 million in nominal value. If the company already holds its own shares with a nominal value of TL 600,000, the remaining capacity is TL 400,000, provided the other conditions are also met. Whether the sale price of these shares is TL 900,000 or TL 2 million does not change the ratio calculation; however, it does change the outcome of the net assets test. The example assumes there is no other direct or indirect acquisition.
The general assembly authorization must be explicit and time-limited
The general assembly authorizes the board of directors for a maximum of five years. The authorization states the number and nominal values of the shares to be acquired or taken as pledge, the total nominal value, and the lower and upper limits of the price that may be paid. The board of directors states, with each permission request, that the statutory conditions are met. A generic sentence such as “carry out the necessary transactions” does not replace this substantive review.
A decision to acquire the company’s own share does not by itself complete the formalities and dispositive acts of transferring the share. Whether the share is registered or bearer, whether it is embodied in a certificate, the provisions on endorsement and, to the extent applicable, the notification to the Central Securities Depository (MKK) are examined separately. If the person selling the share is a director, the authority to represent, the conflict of interest and the prohibition on taking part in the board’s deliberation must also be assessed.
The net assets test differs from the bank balance
Under TTK Art. 379/3, after the price of the shares to be acquired is deducted, the remaining net assets must be at least equal to the sum of the capital and the reserves that cannot be distributed under the law and the articles of association. Having cash on hand does not mean that free resources exist. An inflow of borrowed cash also creates a debt of the same amount, so it does not by itself create equity.
For example, if net assets before the acquisition are TL 16 million, capital is TL 10 million and non-distributable reserves are TL 2 million, there is TL 4 million of room for this test. After a payment of TL 3 million, TL 13 million remains; a payment of TL 5 million would reduce it below the protected TL 12 million. This is a hypothetical calculation showing only the financial condition; the ten percent limit, the company’s actual ability to pay and the other conditions are examined separately.
Only shares whose prices have been paid in full can be acquired through the ordinary route. In addition, TTK Art. 520/1 provides for setting aside a reserve in an amount equal to the acquisition value of the company’s own shares acquired. These reserves may be released in an amount equal to the acquisition value if the shares are transferred or cancelled. The financial reporting regime and this protection under company law must be considered together.
The five checks of an ordinary acquisition in a non-listed joint-stock company. Under TTK Arts. 379 and 520, the ratio, authorization, net assets, full payment and reserve conditions are examined together. Meeting a single condition is not sufficient for the transaction. The scheme is for the ordinary acquisition of a non-listed joint-stock company; the statutory exceptions and the SPK regime are separate.
The exceptions do not remove the ten percent rule in every case
TTK Art. 381 permits an acquisition without a prior authorization decision of the general assembly where it is necessary to avoid imminent and serious loss. This provision is an exception to the general assembly authorization; it is not a blanket exemption from the other conditions in Art. 379. The board of directors gives the next general assembly written information on the reason and purpose of the acquisition, the number and nominal value of the shares, their ratio to capital, the price and the payment terms. The concrete danger and its connection to the acquisition must be shown in the decision file.
TTK Art. 382, on the other hand, regulates different cases that permit acquisition without being bound by the provisions of Art. 379: the application of the provisions on capital reduction, universal succession, a statutory purchase obligation, acquisition of fully paid-up shares through compulsory enforcement in order to collect a company receivable, and the company being a securities company. Each exception has its own condition. For example, a negotiated debt settlement with a shareholder is not by itself considered acquisition through compulsory enforcement; likewise, the word “holding” in a trade name does not automatically give rise to the securities company exception.
TTK Art. 383 permits the acquisition of fully paid-up shares without consideration. Even so, it is examined whether the transaction is in fact without consideration; concealing the price through another payment or a side agreement does not become lawful merely by writing “gift” in the contract. The provisions on disposal and on the exercise of rights also apply to shares acquired under the exception.
Using a subsidiary or a third party is not a way around the limits
When a subsidiary acquires the shares of its parent company, TTK Art. 379/5 applies. In limited liability companies as well, acquisition by a subsidiary in which the company holds a majority falls under TTK Art. 612/6. The fact that a third party acting for the company’s account appears on its face to be the buyer does not prevent examining which company bears the economic burden and risk.
By contrast, a company’s participation in another independent company is not in every case an acquisition of its own shares. Control, cross-shareholding and acquisition for one’s own account are separate concepts. Without seeing the shareholding ratios, voting agreements, the source of funds and return undertakings, conclusions cannot be drawn merely from the companies belonging to the same group. TTK Art. 380/2 also expressly declares void certain arrangements granting a third party a purchase right or imposing a purchase obligation that would have violated Art. 379 had the company itself bought.
Placing the share price on the company may run into the financial assistance ban
The buyer of the share and the party providing the financing must be distinguished
TTK Art. 380/1 declares void transactions concerning advances, loans or the provision of security that the company enters into with another person for the purpose of acquiring the company’s shares. This is examined, for example, where the target joint-stock company grants a mortgage for the bank debt of the person buying its shares, or provides the buyer with a loan for the purchase price. The conditions for a repurchase and the conditions for financing a third party’s purchase cannot be used in place of each other.
Transactions within the business purpose of credit and financial institutions, and certain support provided to the employees of the company or its affiliates so that they may acquire company shares, are statutory exceptions. Even so, the protection of the mandatory reserves and the conditions of TTK Arts. 519–520 are observed. The label of an employee share program does not allow the rules protecting company capital to be circumvented.
Asset transfers made after the transaction are also examined
In the decision of the 21st Civil Chamber of the Ankara Regional Court of Appeal (Ankara BAM) dated 07.11.2025, E.2021/947, K.2025/1249, the financing of a share transfer price through the transfer of the company’s vehicles, machinery and equipment was assessed. The fact that the price did not enter the company’s assets, the link between the share transfer and the financing, and the parties’ state of knowledge were taken into account; the appeal against the ruling that held the sales void was rejected on the merits. The defense that an offsetting was made afterwards was not accepted as a reason making the transaction valid in the specific case. The decision is open to appeal on points of law; it is not claimed to have become final.
The conclusion of this decision for transaction preparation is this: not only the share transfer agreement, but also the related loans, security, set-offs, assignments of receivables and sales of company assets must be examined together. Carrying out the transactions on different dates or in separate documents does not by itself break the link of purpose. The voidness of the financial assistance transaction and the validity of the share transfer itself must be assessed separately; the results of the two transactions cannot be equated in a single sentence.
Acquiring one’s own shares and financial assistance to a buyer are not the same transaction. If a joint-stock company buys the share itself, the regime for acquiring its own shares applies. If the company gives an advance, loan or security so that another person can buy a company share, TTK Art. 380 and its exceptions are examined. Independent third-party financing alone is not a violation of Art. 380; all the linked transactions are assessed.
In a limited liability company, the twenty percent exception does not apply to every negotiated exit
Free equity and general assembly authorization are required
Under TTK Art. 612/1, a limited liability company may acquire its own shares only if it has the necessary freely disposable equity and the total nominal value of the shares to be acquired does not exceed ten percent of capital. Setting aside a reserve in the amount paid is separately regulated in Art. 612/3. Under TTK Art. 616/1(ı), authorizing the manager in this regard or approving the acquisition is a non-transferable power of the general assembly. A shareholder who transfers shares to the company cannot vote on the decision concerning this acquisition under TTK Art. 619/2; the votes available and the quorum are calculated accordingly.
For a transfer by contract, TTK Art. 595 requires written form, notarization of the signatures and the approval mechanism in the articles of association to be examined. The company being the buyer does not remove the formal requirements. By contrast, withdrawal or expulsion ordered by a court is not the same transaction as an ordinary sale; the special provision in TTK Art. 593 must also be taken into account. The joint-stock company’s five-year authorization rule should not be carried over as if it were a condition written in Art. 612 for limited liability companies.
The legal basis of the withdrawal or expulsion is decisive
For acquisition due to withdrawal or expulsion provided for in the articles of association or ordered by a court decision, the upper limit is twenty percent. Calling every voluntary sale “the shareholder is leaving” does not satisfy this exception. Moreover, the twenty percent ceiling is not an exemption from the free equity condition. The portion exceeding ten percent must be disposed of within two years or redeemed through a capital reduction.
If a company with capital of TL 5 million holds no shares of its own and acquires shares with a nominal value of TL 750,000 because of a withdrawal provided for in the articles of association, this amounts to fifteen percent. If the funds and the other conditions are met, it may remain within the twenty percent exception; a two-year obligation arises for the portion exceeding ten percent. If the same transaction were an ordinary share sale, the ordinary ten percent limit would be exceeded. In this hypothetical example, a change in the legal reason changes the outcome even if the ratio stays the same.
The right of withdrawal, the fate of the share and the exit payment (ayrılma akçesi) are assessed separately
It cannot be concluded that the withdrawal request of a shareholder holding more than twenty percent will be rejected in every case. The just cause for withdrawal, in whose hands the shares will remain, the options of transfer to a third party or capital reduction, and the payment conditions in TTK Art. 642 are examined together. The existence of just cause for withdrawal also does not allow the company to acquire an unlimited amount of its own shares.
In the decision of the 11th Civil Chamber of the Court of Cassation dated 04.10.2017, E.2016/2571, K.2017/5023, the majority reversed on the ground that the exit payment (ayrılma akçesi) must be determined not by book value but by the real asset value closest to the decision date. The dissenting opinion in the same decision criticized reaching the result of payment by the company without examining the twenty percent limit and TTK Art. 642. This dissenting opinion cannot be presented as the reasoning of the majority.
The decision of the 43rd Civil Chamber of the Istanbul Regional Court of Appeal (Istanbul BAM) dated 16.01.2025, E.2021/1565, K.2025/24 emphasized that a judgment collecting the exit payment cannot be rendered against a shareholder who is not a party to the case; it also reviewed the real value and the starting point of interest and set aside the first-instance decision. This decision is not a general permission for a company to acquire a fifty percent share without limit. The addressee of the claim and the payment mechanism must be established concretely.
The effect of acquired shares on rights and time limits varies by company type
| Subject | Non-listed joint-stock company | Limited liability company |
|---|---|---|
| Ordinary ratio limit | Ten percent of capital; TTK Art. 379 | Ten percent of capital; TTK Art. 612/1 |
| Withdrawal or expulsion | The relevant special provision and the reason for acquisition are examined | Twenty percent under the conditions of Art. 612/2 |
| Corporate body decision | As a rule, general assembly authorization of at most five years | Authorization or approval by the general assembly |
| Financial protection | Net assets test and the Art. 520 reserve | Free equity and a reserve equal to the amount paid |
| Shareholder rights | Confers no rights on the company, except acquisition of bonus shares | Voting rights and the rights attached to them are frozen |
| Special disposal | Three years for Art. 384; six months for Art. 385 | Two years for the portion exceeding ten percent under Art. 612/2 |
Under TTK Art. 389, the joint-stock company’s own shares and the parent company shares acquired by a subsidiary are not taken into account in the meeting quorum of the parent company’s general assembly. The company cannot vote with its own shares; it also cannot benefit from shareholder rights other than the acquisition of bonus shares. It does not follow that shares acquired without consideration may vote: the exception is the possibility of acquiring bonus shares arising from existing shares. For parent company shares held by a subsidiary, the freezing of voting and related rights is separately regulated.
In a limited liability company, Art. 612/4 freezes voting and related rights; the additional and ancillary payment obligations attached to the same shares cannot be demanded while they remain in the company’s hands. The provision specific to joint-stock companies, “confers no shareholder rights,” should not be carried over verbatim to limited liability companies without justification. The votes available at the general assembly and the special quorum of the relevant decision must be calculated separately.
In a joint-stock company, acquisitions under Art. 382(b)–(d) and Art. 383 are outside the disposal obligation of Art. 384 if they do not exceed ten percent in total. In other cases, the shares must be sold as soon as a transfer without loss to the company becomes possible and in any event within three years. For an acquisition or acceptance as pledge in violation of Arts. 379–381, Art. 385 provides for disposal or release of the pledge within six months at the latest. Shares that cannot be disposed of under these provisions are immediately cancelled through a capital reduction under Art. 386; it is not sufficient to remove them merely by an accounting entry.
Not every violating acquisition can be regarded as automatically valid or automatically void. The disposal obligation in Art. 385 must be distinguished from the voidness expressly regulated in Art. 380; the obligation-creating contract, the transfer of the share and the corporate body decision must be examined separately. The six-month period is not a permission to carry out a transaction contrary to the law.
Disposal periods vary according to the basis of the transaction. The six-month period applies to a joint-stock company’s violating acquisition; the three-year upper limit applies to certain statutory exceptions. The three-year regime has the ten percent exception and the obligation to transfer without loss at the earliest possible time. In a limited liability company’s special acquisition of twenty percent, the portion exceeding ten percent is transferred or redeemed within two years. SPK transactions are regulated separately outside this scheme.
For publicly traded companies, the current SPK regime applies separately
For publicly traded companies acquiring their own shares, Law No. 6362 Art. 22, Communiqué on Repurchased Shares No. II-22.1 and Board decisions apply together. A company being publicly held and its shares being traded on the stock exchange are not the same thing; it must be checked which companies the regulation covers.
The i-SPK.22.9 Principle Decision dated 19.03.2025 made it possible for companies traded on the stock exchange within its scope, and their subsidiaries, to start a repurchase program by board of directors decision without a general assembly decision. The decision requires a purpose, a maximum period, a maximum number of shares and a fund amount, public disclosure and information to the first general assembly. It was decided that the nominal ten percent limit and certain other communiqué restrictions would not apply; a thirty-day sale ban on repurchased shares and the holding/disposal regime thereafter were also separately regulated.
The i-SPK.22.9.a Principle Decision No. 60/1711 dated 22.09.2026 also provided that the total price ceiling in Communiqué Art. 9/3 would not apply to repurchases within the scope of the 2025 decision until a second announcement. This change does not give all companies unlimited repurchase authority. It cannot be generalized to non-listed joint-stock companies or limited liability companies; nor does it mean that public disclosure, management’s responsibility and all the other relevant prohibitions have been lifted. The current price, timing and notification rules of the specific stock exchange transaction must be checked separately.
How should the transaction file and dispute management be prepared?
Before the transaction, the capital and share table, previous acquisitions, current financial statements, the free resources calculation, the valuation, the general assembly and board decisions, the share transfer documents and all payment/security agreements should be assessed in the same file. In light of the equal treatment principle in TTK Art. 357, why particular shares were selected and the basis of the price should be explained. Purchasing one shareholder’s share is not prohibited in every case; however, selectivity that harms the other shareholders and an unjustified price difference may give rise to a serious dispute.
In a claim of unlawful transaction, the aim may not be limited to reselling the shares. Cancellation of the general assembly decision, a declaration of voidness, return of the payment or assets, the manager’s liability and appropriate interim protection requests are assessed separately. The general assembly cancellation action under TTK Art. 445 is brought before the commercial court of first instance at the company’s head office within three months from the date of the decision; the right to sue and the conditions of dissent are checked under Art. 446. For limited liability companies, the link to Art. 622 is taken into account. The claim of voidness must not be confused with the cancellation period.
In manager liability, damage, unlawfulness, fault and causal link are made concrete. Through the link between TTK Arts. 553–555 and, for limited liability companies, Art. 644, it is determined who may claim for whose damage and in whose favor. The two-year period from learning and the five-year period from the act under Art. 560, and the cases in which a longer criminal limitation period may apply, are examined separately. Converting the company’s damage into a personal payment claim by a shareholder is not possible in every case.
Mediation as a condition precedent to litigation is considered under TTK Art. 5/A in commercial cases in the nature of receivables, compensation, annulment of objection, negative declaratory actions and restitution whose subject is a sum of money. A claim solely for cancellation of a corporate body decision or voidness cannot be classified in the same way. Jurisdiction as a rule belongs to the commercial court of first instance; venue is determined according to the type of case. Under HMK Arts. 389–390, an injunction requires a concrete danger and prima facie proof; in staying the execution of a general assembly decision, TTK Art. 449 is separately important. Filing a lawsuit does not automatically stop the transaction.
Costs include, in addition to the share price, notary and, where necessary, registry expenses, valuation, court fees, expert and representation costs. Tax consequences must be calculated separately; permission under company law to hold the shares does not mean there are no tax consequences. Where there is a foreign shareholder or a foreign group company, the validity of the representation documents, apostille/certification and translation where necessary, and the payment arrangements are examined. Choosing a foreign law does not by itself override the mandatory capital and corporate body rules of a company established in Türkiye.
Build the transaction file around four questions. The legal reason for the acquisition, the available financial resources, the corporate body authority and the subsequent follow-up of shares/rights/periods are documented in the same file. This arrangement does not automatically guarantee the validity of the transaction; it ensures that the right claim and defense can be prepared in a dispute.
Conclusion
A company acquiring its own shares can facilitate a change of shareholders; however, the transaction must be structured by considering together the company type, the reason for acquisition, the ratio, the resources, the corporate body authority and the subsequent fate of the shares. The company buying the share, the company assuming the buyer’s debt and the reduction of capital are different legal mechanisms. Reliable transaction preparation reflects this distinction clearly in the contract, the financial calculation and the decision minutes.
Related articles: Capital Reduction in Companies and Protection of Creditors; Loss of Capital and Over-Indebtedness: Measures under TTK 376; Damage Caused by a Controlling Company to a Subsidiary and Equalization; Privileged Shares and the Protection of the Special Committee; Contributing Assets in Kind to a Company; Annulment of a Company General Assembly Decision: Time Limits, Voidness and Stay of Execution.
Frequently Asked Questions
Must the company buy all of a shareholder’s shares?
No. A shareholder’s wish to leave does not by itself create an unlimited purchase obligation for the company. The articles of association, statutory rights, the court decision and the acquisition conditions are assessed together.
Is the ten percent limit calculated separately for each seller?
No. In an ordinary acquisition, the total of the shares acquired by the company and the relevant indirect acquisitions are assessed. Dividing the transaction among different sellers or dates does not renew the limit.
Can a limited liability company hold a twenty percent share indefinitely?
No. The portion exceeding ten percent of shares acquired under the conditions of TTK Art. 612/2 must be disposed of or redeemed through a capital reduction within two years.
Do shares repurchased by the company increase management’s voting power?
The company cannot vote with these shares itself. The distribution of available votes may change; however, it is not possible to vote the acquired shares on management’s behalf or to disregard special quorums.
Does the company taking out a bank loan satisfy the financial condition?
Not by itself. A debt arises opposite the cash inflow. The net assets or free equity test must be carried out on the real financial position.
Did the SPK’s 2026 decision lift the limits for limited liability companies?
No. The September 22, 2026 decision concerns the total price ceiling in certain SPK repurchases. The limits of TTK Art. 612 for limited liability companies have not been lifted by this decision.
Sources
- Turkish Commercial Code No. 6102 — current legislation access: Arts. 338, 357, 379–389, 445–449, 520, 553–560, 574, 593, 595, 612, 616, 619, 622, 642 and 644.
- Capital Markets Law No. 6362 — Borsa Istanbul legislation copy: Art. 22.
- Code of Civil Procedure No. 6100 — Ministry of Justice copy: Arts. 389–390; should be assessed together with current practice.
- Communiqué on Repurchased Shares, II-22.1 — SPK.
- SPK Bulletin 2025/16 dated 19.03.2025, i-SPK.22.9.
- SPK Bulletin 2026/63 dated 22.09.2026, i-SPK.22.9.a.
- Court of Cassation 11th Civil Chamber, 04.10.2017, E.2016/2571, K.2017/5023 — majority and dissenting opinion assessed separately.
- Istanbul Regional Court of Appeal 43rd Civil Chamber, 16.01.2025, E.2021/1565, K.2025/24.
- Ankara Regional Court of Appeal 21st Civil Chamber, 07.11.2025, E.2021/947, K.2025/1249. Decision links may require an access account.
- Özge Ayan, Anonim Şirketin Genel Kurul Kararı ile Kendi Paylarını İktisap Etmesi veya Rehin Almasının Koşulları, GÜHFD XVII/1–2, 2013, pp. 185–228: explanations on the ratio and the protection of capital; historical SPK explanations were not used in place of the current regime.