The inheritance of a company share in Türkiye does not mean that the heir becomes the direct owner of all of the company’s assets. What is inherited is the share; the company’s immovable property, bank account and commercial assets belong to the company’s legal entity. In addition, the passing of shareholder rights is different from the passing of a position as manager or board member. [1]
The company type and the nature of the share are determined
The trade registry, the articles of association or company agreement, the share register, share certificates and shareholding documents are reviewed. The deceased’s percentage of shares, capital debt, additional payment or ancillary performance obligations, and pledges and attachments are investigated. In a family company, actually running the business does not by itself prove registered share ownership.
A sole proprietorship is not the same as a limited liability company or a joint-stock company. The passing of the assets and debts of a sole proprietorship by inheritance has a different result from the passing of a share in a legal entity. In structures such as collective or commandite companies, special provisions must be examined separately; the explanations for limited liability companies cannot be applied to all businesses.
Passage by inheritance in a limited liability company
Under Article 596 of the Turkish Commercial Code (TTK), when a share in the registered capital passes by inheritance, the rights and obligations pass to the person acquiring it without any need for general assembly approval. However, the company may refuse to approve that person within three months of learning of the acquisition, provided that it offers to take over the shares at their real value. The period and the offer conditions set out in the law are assessed together. [1]
If there is a disagreement over the real value of the share, the court route under TTK Article 597 may come into play. The nominal capital value does not replace the company’s real economic value. Real estate, cash, debts, ongoing contracts and operating risk affect the valuation. The company’s refusal letter and the date on which it learned of the acquisition must be substantiated by evidence.
Shares and management rights in a joint-stock company
For registered shares, the relevant provisions of the articles of association and whether the share is listed on an exchange are important. TTK Articles 493–495 regulate the company’s recognition and takeover mechanisms differently in the case of acquisition by inheritance. For non-listed registered shares with restricted transferability, property rights and the passing of the rights to attend the general assembly and to vote can be separated. [1]
For bearer shares, the notification and registration system is examined separately. Physical delivery of the share certificate to the heir does not show that all corporate records have been completed. For MKK and investment firm transactions concerning publicly traded shares, the series’ securities post can additionally be used.
Heirs acting together in the company
When a share passes to more than one heir, exercising the rights through a common representative may be required. The selection of the representative, the voting instructions and the arrangement for obtaining information should be established clearly. An heir’s withdrawing money from the company cash box by saying “my inheritance share” is neither a profit distribution nor a valid division transaction. [1]
If the deceased was the sole manager or the sole signatory, the business’s representation gap is resolved separately. While salary, tax, bank and commercial payments continue, an unauthorized signature must not be used. The appointment of a new manager and the trade registry entries are corporate procedures separate from obtaining a certificate of inheritance.
Checks specific to a foreign heir
| Area | Subject to be examined |
|---|---|
| Inheritance statute | The national law of the deceased and the connection to the estate |
| Identity and documents | Passport, certification, translation and tax number |
| Company law | Passing of the share, registration and representation |
| Regulated sector | Special permit or shareholding condition |
| Company owning immovable property | Effect of foreign capital and special notification |
| Tax | Valuation of the share and the tax return |
A foreign person’s being a shareholder and the company’s acquisition of immovable property in Türkiye are subject to different rules. Special permits and notifications may exist in banking, insurance or other regulated fields. Without looking at the company’s field of activity, the general conclusion that “foreign shareholding is free, no formality is required” cannot be reached. [2] [1]
Debt and tax risk
In a limited liability company or a joint-stock company, the principle of limited liability does not eliminate every risk of personal or public debt. The deceased’s liability as manager, public receivables, unpaid capital and personal suretyships are examined separately. When assessing a disclaimer of inheritance or ways of protection against debts, one should not look only at the visible value of the share. [3]
In inheritance tax, the share is valued according to the statutory criterion. The real value calculation in a division or in the company’s takeover offer may not be the same as the tax return. Later dividends, salary and share sale proceeds are separate tax headings. [4]
Why is the transfer of the share separate from the collection of company receivables?
That the decedent was a 30 percent shareholder in the company is not enough for 30 percent of the money in the company’s bank account to be transferred to the estate account. By contrast, if the decedent has a shareholder loan given to the company, or a dividend that was previously decided to be distributed but has not been paid, these may be estate receivables separate from the share itself. Taking this receivable into account as a company debt in the valuation of the share does not prevent the heir from collecting the receivable separately; the same economic item must not be counted twice. [1] [3]
The review file should contain the latest financial statements, the shareholders’ current account, general assembly resolutions, the share register and significant ongoing lawsuits together. A personal suretyship given for a bank debt may create a debt risk for the estate even if the value of the company share appears high. The information requested from the company and the heirs’ own division negotiations are conducted separately. The scope of a request for information is tied to the heir’s shareholder status and the type of company.
To which date is the three-month period linked in a limited liability company?
The period in TTK Article 596 starts from the company’s learning of the acquisition. The date of death and the date on which the company learned of the passing of the share are not the same in every case. For this reason, the date on which the certificate of inheritance was delivered to the company, the notification record, management correspondence and the date of the resolution are retained. Whether the refusal statement includes an offer to take over at real value is also examined separately. The statement “we do not want a shareholder from outside the family” alone does not replace the statutory offer mechanism. [1]
If agreement on the real value cannot be reached, the route to the commercial court of first instance (asliye ticaret mahkemesi) at the place of the company’s registered office under TTK Article 597 is considered. The historical cost in the company’s balance sheet and the current value of its immovable property may differ. In addition, high sale listings alone do not show the company’s value; debts, uncollectible receivables, business continuity and income-generating capacity must be assessed together.
Whether a joint-stock company is listed on an exchange changes the result
When non-listed registered shares with restricted transferability are acquired by inheritance, TTK Articles 493 and 494 apply together. The passing of property rights and the ability to exercise voting and general assembly attendance rights can be separated. Making an offer to purchase at real value under the conditions in the law is at the center of the dispute over the company’s recognition of the heir. For registered shares listed on an exchange, by contrast, Article 495 provides special protection concerning acquisition by inheritance. The periods and refusal conditions of these two regimes must not be carried over from one to the other. [1]
How is the heir protected while the business continues?
If the death of the sole manager would stop the company’s salary and tax payments, the management gap is dealt with urgently. However, continuing operations by using the deceased’s electronic signature or bank password is not an alternative to valid power of representation. The convening of the competent organ, the appointment of a new representative and the necessary registry procedures are planned. Designating a common representative on behalf of the heirs is also not the same procedure as appointing a company manager.
For an heir abroad, the share register, the address to which general assembly invitations will be sent, access to information and the dividend account can be arranged in writing. The voting instruction given to the representative should be kept separate from the authority to sell the company share or to settle. A conflict of interest is investigated particularly where one of the other shareholders is at the same time the attorney-in-fact of the heirs.
Example case and calculation of the outcome
Suppose that the nominal value of the deceased’s share in a limited liability company is 100,000 Turkish lira (TL), its economic value under discussion through an independent valuation is 2,000,000 TL, and the documented loan that the deceased gave to the company is 300,000 TL. These figures are illustrative assumptions. The heir’s request cannot be closed on the basis of 100,000 TL alone; the real value of the share and the existence of the 300,000 TL receivable are examined separately. If the company argues that the receivable has been paid, the payment document is requested. Payment of the share takeover price does not show that every separate receivable has also been paid, unless otherwise expressly agreed.
At closing, the share register or the necessary registry entries, the takeover price, the shareholder receivable, any distributed dividend and, if any, the status of personal security are shown on separate lines. In this way, the statement “the company inheritance is completed” rests not only on a signed document but on the economic and legal result that has actually occurred.
Completing the transaction
Notice of the death and of the heirs is given to the company; the share register, the necessary trade registry entries and the MKK records are completed. The common representative and the management powers are clarified. Profit shares and other payments are calculated. In a dispute over refusal or value, the periods are monitored; if a decision is obtained, the collection of the price or the actual correction of the record is checked.
2026 Court of Cassation decision: no refusal within three months
The determination and registration of shareholder status was accepted
In the decision of the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) dated March 4, 2026, E. 2025/4533, K. 2026/1268, a determination of the ownership and a registration of limited liability company shares that had passed by inheritance was requested. A formal notice (ihtar) was sent to the company; an examination of the company books established that there was no refusal decision within the statutory three-month period. When the plaintiff also died during the case, his or her heirs who had not disclaimed the inheritance continued the case; the court determined their shareholding and ordered the share register and trade registry procedures. After the application for appeal to the regional court of appeal was rejected, the Court of Cassation affirmed the decision. Full text of the decision — De Jure; account access
The decision shows that the approach that “if the company does nothing, the heir cannot acquire any right” is not correct. However, this result does not mean that registry and internal company records are unnecessary. For a legally acquired share to be actually usable, notification, registration, representation and, where necessary, an action for a declaratory judgment are required. Which share the heir acquired must be calculated separately for each stage, for successive deaths and, if there is a disclaimer of inheritance, for each case.
With which evidence is the date of learning shown?
The three-month period in TTK Article 596 is linked to the company’s learning of the acquisition. The delivery date of the certificate of inheritance is not the single starting point in every case; there may be other evidence showing that the company learned of it earlier. The notification of the formal notice, meeting minutes, management correspondence and statements in the proceedings are assessed together. The company cannot keep the right of refusal open indefinitely by postponing learning without limit. On the other hand, the question of on what date the company legally learned of the relevant acquisition, merely because only family members had heard of the death, cannot be resolved without examination either.
2025 decision: transfer of an inheritance share versus ordinary transfer of a company share
The legal content of the document matters, not its title
In the decision of the 11th Civil Chamber of the Court of Cassation dated September 16, 2025, E. 2025/480, K. 2025/5383, a written document showing the renunciation, in favor of another heir, of a limited liability company share that had passed to an heir was discussed. The plaintiff asserted that there was no notarized share transfer and that his or her intent had been vitiated by fraud. The courts distinguished the written transfer, among heirs, of an inheritance share in an estate not yet divided, under Article 677/1 of the Turkish Civil Code (TMK), from an ordinary limited liability company share transfer. The claim of fraud was also found not to have been proved; the result of dismissing the action was affirmed by the Court of Cassation. Full text of the decision — De Jure; account access
In the specific file, the document bore the title of a general assembly resolution; despite this, its content was treated as a transfer of the inheritance share to the other heir. This finding cannot be turned into the conclusion that “every company share can be transferred by an ordinary written document.” An ordinary limited liability company share transfer after the division is completed, a transfer of an inheritance share to a third party, and a transfer of an undivided right among the heirs of the same estate have different forms and consequences. TMK, Article 677 TTK, Articles 595–596
Before signing, it must be explained which company share, which inheritance share percentage and which consideration is being renounced. A vague statement such as “the signature required for company matters” later creates a serious dispute. If a defect of intent is asserted, its concrete evidence and time limits are examined; the mere fact that the consequences of the document were later disliked is not by itself a ground of invalidity.
In a joint-stock company, economic rights and voting rights may be exercised at different times
When a non-listed registered share with restricted transferability is acquired by inheritance, TTK Article 494/2 separates the passing of ownership and property rights from the right to attend the general assembly and to vote. The company’s ability to refuse acquisition by inheritance is assessed together with the offer to take over at real value in Article 493. It is not correct to apply the Article 596 regime of the limited liability company to the joint-stock company as it stands. TTK, Articles 493–495
In a company with bearer share certificates, who holds the certificate and the MKK notifications; for shares tracked in book-entry form, the records of the investment firm are researched separately. Being unable to find the physical document of the share is not the same as the right not existing at all. The matter is assessed through the possibility of a lost certificate, the company records and, where necessary, the procedure for annulment of the certificate. Where a foreign heir cannot come to Türkiye, an applicable procedural route is also determined with valid representation and identity documents.
Three separate reviews for a foreign heir
The first review concerns who the heir is and the inheritance share. Under Article 20 of Law No. 5718 on Private International and Procedural Law (MÖHUK), the national law of the decedent and the conflict-of-laws rules on the opening, acquisition and division of the inheritance are assessed. The second review is the exercise of the corporate rights attached to the share in Türkiye. The third review concerns the permits, notifications or foreign shareholding restrictions specific to the company’s field of activity. These three issues cannot always be resolved with a single foreign certificate of inheritance. Private International and Procedural Law (Law No. 5718), Article 20
The foreign heir’s passport, tax number and name-surname records are harmonized. Because acquiring a share and appointing a manager are separate transactions, a bank instruction is not given on behalf of the company relying solely on heir status. The transfer of authority concerning the company’s electronic signature, bank access and accounting records is documented. For an heir abroad, the general assembly invitation, the power of attorney, the receipt of information and the payment channel should be arranged in advance.
Items to be examined in a refusal and real value offer
| Review | Concrete question to ask |
|---|---|
| Learning | Through which record did the company learn of the acquisition? |
| Refusal | Is there a clear written refusal within three months? |
| Takeover | Will the company, a shareholder or a designated third person take the share? |
| Value | Is the offer based on the real value or only on the nominal capital? |
| Separate receivable | Does the deceased have a current account or dividend receivable from the company? |
| Result | Is the share registration, the takeover price or a receivable other than both being requested? |
In the real value calculation, debts, the company’s business continuity, its assets, the collectability of receivables and significant lawsuits are examined. The heir should not give a general release on the basis of the nominal capital alone, without seeing the valuation information. If payment will be in instalments, the maturity, the security and the consequences of delay are arranged together with the stage at which the share will pass. That a price has been agreed does not show that it has been collected.
Conclusion
In the inheritance of a company share, three files run together: the inheritance, the exercise of rights within the company, and the review of debt and tax. When these are separated, both the continued operation of the business and the protection of the heirs’ economic rights can be ensured together.
Related articles: How Is Rental Income from an Inherited House Received? Management and Accounting Rights of an Heir Abroad; Inheritance and Transfer Tax for Foreign Heirs and Heirs Abroad: Declaration, Time Limits and Documents; How Is Inherited Money in Türkiye Transferred Abroad? Bank Documents and Tax Procedures; How Are Estate Procedures Carried Out Without Coming to Türkiye? Power of Attorney from Abroad and Remote Follow-Up.; Inherited company shares; Inherited stocks and investment funds; How Is an Inherited Vehicle Transferred?
Frequently Asked Questions
Does the person who inherits the share automatically become the manager?
No. For management and representation, the appointment and registration procedures under company law are required.
Can a limited liability company refuse the heir?
This can be assessed within the framework of the period in TTK Article 596 and the conditions of the offer to take over at real value.
Can the heir take the company’s house in his or her own name?
Inheriting a share is not the transfer of the company’s immovable property directly as a personal inheritance.
Is the value for tax the same as the division value?
Not always. The purpose of the valuation and the criterion to be applied may differ.
Sources and legal bases
- Law No. 6102 on the Turkish Commercial Code (Türk Ticaret Kanunu)
- Law No. 2644 on Land Registry (Tapu Kanunu)
- Law No. 4721 on the Turkish Civil Code (Türk Medeni Kanunu)
- Law No. 7338 on Inheritance and Transfer Tax (Veraset ve İntikal Vergisi Kanunu)
- Full text of the decision — De Jure; account access
- Full text of the decision — De Jure; account access
- Private International and Procedural Law (Law No. 5718), Article 20