A share transfer in a limited liability company requires a written agreement and notarization of the signatures; unless the articles of association provide otherwise, general assembly approval is also required. If the general assembly does not reject the transfer within three months of the application, approval is deemed to have been given. The share ledger and trade registry entries must be completed separately. On the other hand, transferring the share does not of its own accord end the managership, personal suretyships or statutory liability for past public debts. [1, 5]
The security of the transaction depends on documenting that the notarized agreement, the company’s approval process and the registry entry all point to the same legal result. For the seller, collecting the price and identifying continuing obligations; for the buyer, actually acquiring the share and examining the company’s financial history must be handled together. This article addresses a voluntary share transfer under Law No. 6102 on the Turkish Commercial Code (TTK). The separate regime for transfers by inheritance, matrimonial property regime and enforcement is shown separately.
A Share Transfer Changes the Shareholder Position, Not the Company’s Assets
The person who acquires the share becomes a shareholder of the company. Real estate, vehicles, trademarks and bank accounts belonging to the company remain with the company as a legal entity. Even the sale of all the shares does not transfer the company’s real estate into the buyer’s personal ownership. The company’s commercial debts also do not end merely because the shareholder has changed. This distinction sets a share sale apart from the sale of a business or of a single asset. [1]
If the buyer’s economic expectation rests on a particular hotel, business premises or trademark, the first step is to establish whether that asset actually belongs to the company. The premises the company uses may be the seller’s personal property; the trademark may be registered in the name of another company. In such a case, the share agreement alone does not deliver the expected economic whole. Whether a lease, a licence or a separate sale transaction is needed must be determined before closing.
The nominal value of a share shows its legal size within the company’s capital; the sale price shows the consideration the parties have agreed for the transaction. These two amounts need not be equal. In pricing, receivables that are hard to collect, security, pending lawsuits and operating permits must be taken into account as much as the balance sheet. For the general framework of investment options in Türkiye, the separate guide titled Investing in Türkiye may also be consulted.
Notarization of Signatures Is a Condition of Validity
The undertaking to transfer is also subject to the statutory form
TTK Article 595/1 makes both the transfer of the share and the transactions that give rise to the obligation to transfer subject to written form and notarization of the parties’ signatures. For this reason, messages, a bank transfer or a signed private protocol alone does not validly transfer a share in a limited liability company. Calling the document a “preliminary agreement” does not remove the form requirement if, in substance, it creates an obligation to transfer a share. [1, 4]
The law requires the signatures to be notarized; it does not mandate that in every case the agreement be drawn up by the notary in the form of a notarial deed. Even so, which agreement text was notarized, the scope of the annexes and the authority of representation must be beyond doubt. Where the transaction is carried out through an attorney-in-fact, the power of attorney’s authority to transfer or acquire, the limits set on price and payment, and the true intention of the person represented must be examined.
A general assembly resolution adopted afterwards does not of its own accord validate an agreement that does not comply with the notarial form. If the price has been paid, the money movement may constitute evidence for a claim for payment or refund; but it does not by itself cure the lack of form. As for exceptional claims that invoking the lack of form conflicts with the principle of good faith, these must be proven through concrete conduct; they are not a safe alternative to complying with the form from the outset. [4, 7]
The share, the price and special obligations must be shown together in the agreement
The company’s trade name and registry details, the identities of the parties, the number and nominal value of the transferred share, its proportion of the total capital and the intention to transfer must be clear. If only part of a shareholder’s share is being transferred, the distribution after the transfer must also be calculated. This prevents the percentage in the agreement and the nominal amount in the share ledger from producing different results.
Pursuant to TTK Article 595/1, existing additional payment and ancillary performance obligations; a non-competition covenant that is aggravated or extended to cover all shareholders; rights of being offered, pre-emption, repurchase and purchase; and conditions relating to contractual penalties must also be stated in the agreement. Failing to write down this information is not the same problem as the complete absence of notarization of the signatures. The legislative reasoning of the law and the explanations in the doctrine show that a lack of informational disclosure may give rise to the transferor’s liability, and that not every deficiency automatically invalidates the entire transfer. [1, 10]
As to the price, a “paid” entry should be used only in a way that matches the actual payment. Down payment, remaining debt, maturity, payment account, set-off and security must each be specified separately. Setting up a hidden price arrangement that departs from the notarized agreement makes proof harder and prevents financial obligations from being assessed correctly. Tax consequences must be examined separately, depending on whether the seller is a natural person or a legal entity and on the nature of the transaction.
When Is General Assembly Approval Required?
First, the current text of the articles of association must be read
Unless the articles of association provide otherwise, the transfer becomes valid with the approval of the general assembly. The articles may remove the approval requirement; they may prohibit share transfers or restrict them within statutory limits. For this reason, the text at the date of incorporation should not be relied on alone; later amendments must also be obtained. It should not be assumed that a sale to another shareholder is automatically exempt from approval. [1]
If the law or the articles of association contain no different provision, the resolution is adopted by an absolute majority of the votes represented at the meeting; a majority of persons and a majority of votes are not the same thing. Proper notice, the agenda, representation and the minutes of the resolution are also checked separately. Under the conditions of TTK Article 617/4, a written resolution may be adopted without a meeting; the same proposal must be submitted to all shareholders for approval, and no shareholder may request an oral discussion. [1]
The power of approval is among the non-transferable powers of the general assembly. A positive message sent by a manager to the buyer does not in every case replace a general assembly resolution. Even if the appointment of a manager or an amendment of the articles of association is dealt with at the same meeting as the share sale, the authority and quorum requirements of each resolution must be assessed separately.
Exceptional decisions in companies with one or two shareholders should not be generalized
In its decision of May 30, 2024, E.2023/1063, K.2024/4527, the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) held that a notarized share transfer agreement made by the company’s sole shareholder also contained the general assembly’s consent in the specific case. The decisive factors in the assessment were that the articles of association contained no provision restricting transfer and that there was no other shareholder with voting rights besides the transferor. [3]
However, TTK Article 595 does not provide a clear and general approval exemption for companies with one or two shareholders. A current academic study likewise shows that different judicial approaches exist. For preventive purposes, the applicable approval resolution should be put in writing separately and explicitly; if a dispute has arisen, it must be assessed whose intention the notarized agreement contains. That resolutions taken in the capacity of general assembly in a single-shareholder company must be in writing is required by TTK Article 616/3. [1, 7]
The Three-Month Period Runs from the Application, Not from the Notary Date
According to TTK Article 595/7, if the general assembly does not reject the transfer within three months of the application, approval is deemed to have been given. The day the notarized agreement was drawn up and the day the approval application reached the company may differ. The application must identify the transferred share, the parties and the request for approval; the notarized agreement must be attached; and the delivery date must be documented. A notarial notice and a record of service provide a strong evidentiary basis on this point. [1]
In an illustrative calculation, if the agreement was signed on March 2 and the application reached the company on March 10, March 2 cannot be taken as the automatic starting point of the three months. If the agreement was never submitted to the company, the mere passing of three months on the calendar does not produce the result of approval. If it is argued that a valid rejection resolution was made in time, the date of the resolution, how it was formed, its content and the notification records must be examined together.
In its decision of January 29, 2026, E.2025/3669, K.2026/585, the 11th Civil Chamber of the Court of Cassation (Yargıtay 11. Hukuk Dairesi) considered a case in which the general assembly did not adopt a resolution within three months even though the manager, who held seventy percent of the company’s shares, opposed the transfer. In a case where the articles of association contained no special quorum or transfer restriction, the manager’s opposition alone was not considered sufficient; the decision holding that approval was deemed given and that the request for registration should be granted was upheld. The decision shows that a shareholder’s personal objection must be distinguished from a duly adopted resolution of the company’s organ. [2]
This result does not mean that every transfer that fails to comply with the form becomes valid by waiting three months. A valid transfer transaction, the restrictions in the articles of association and a provable application must all be present together. Relying on tacit approval also does not mean that the records are updated of their own accord.
What Path Is Followed If the General Assembly Rejects the Transfer?
Unless the articles of association provide otherwise, the general assembly may refuse approval without giving reasons. This power does not prevent the rejection resolution from being reviewed in terms of meeting procedure, the articles of association and the principle of good faith. In particular, where the articles limit the grounds for rejection, the assembly cannot disregard the rules it has set for itself. In a company with additional payment or ancillary performance obligations, TTK Article 595/6 additionally allows rejection if the acquirer’s ability to pay is doubtful and the requested security has not been provided. [1, 7]
A seller’s undertaking to secure approval with certainty is different from undertaking only to make the necessary applications. A buyer who seeks a refund of the money paid should set out the agreement’s approval condition, the settlement arrangement in the event of rejection, and which obstacle the seller knew of. That the company has issued a rejection decision does not mean that the seller is at fault in every case or will automatically pay all losses. [4]
If annulment of the rejection decision is sought, the rules on annulment of general assembly resolutions, applied by reference under TTK Article 622, must be examined separately: who may bring the action, the three-month period running from the date of the resolution and the other relevant conditions. This period must not be confused with the three-month waiting period that runs from the application for approval. A claim of nonexistence or nullity is likewise not a way of asserting every unlawfulness without a time limit. [1]
Where the transfer is prohibited or approval is refused, the shareholder’s right to withdraw from the company for just cause is reserved. However, a rejection does not alone guarantee that a withdrawal action will succeed in every case; the concrete grounds that make continuing the partnership intolerable must be shown separately. Withdrawal also does not mean that the share sale takes place of its own accord.
Share Ledger and Trade Registry: The Duty to Register Must Be Distinguished from Validity
Under TTK Article 594, the passing of the share, the new shareholder and the relevant rights over the share must be entered in the share ledger. Under TTK Article 598, the application for registration is made by the company’s managers. Under the current regime, entry in the share ledger and registration in the trade registry are, as a rule, declaratory in nature. Although these steps are mandatory, they cannot be treated as a new constitutive element that replaces an approval that was required and obtained where necessary. [1, 10]
These explanations relate to the regime of Law No. 6102 currently in force. An assessment of the former law or of decisions concerning a transfer before July 1, 2012 should not be carried over to today’s form, quorum and registration rules without examining the date of the transaction and the transitional provisions. [1, 10]
That registration is declaratory does not mean the records can be neglected. TTK Article 598/3 protects the reliance of a good-faith person who relies on the registry entry. The former shareholder’s continued appearance in the company records may aggravate disputes over representation, the exercise of shareholder rights and public debt examinations. Even so, a single outcome cannot be drawn for all types of liability merely from the registration date.
The Electronic Commercial Books System (ETDS) must be checked separately as regards the manner in which the share ledger is kept. According to the statement of the Ministry of Trade (Ticaret Bakanlığı), companies whose incorporation is registered in the trade registry from January 1, 2026 are required to keep the share ledger and the general assembly meeting and deliberation book in the ETDS. For limited liability companies established earlier, the scope of the electronic book and the state of transition to the system must be investigated on the specific company. Keeping the share ledger electronically does not remove the notarization of signatures or the applicable general assembly approval; the closing file is prepared according to the book regime the company is actually subject to. [1, 11]
If the managers do not apply, the departing shareholder has a special right to apply
If the application has not been made within thirty days, the departing shareholder may apply to the trade registry to have their name deleted from the entry connected with the relevant shares. The registrar then gives the company a period to notify the name of the acquirer. The subject of this route is reflecting the transfer that has taken place in the record; the registrar cannot substitute their own will for the required general assembly approval. [1]
The application file must contain the notarized agreement, an express approval resolution if there is one, and, if reliance is placed on tacit approval, the application to the company and the delivery records. If the company denies the transfer of the share or there is a material dispute between the records, a judicial solution may be needed. When bringing a direct action is considered, the availability of the TTK Article 598/2 route and the legal interest in the action must be made concrete.
Registration documents and becoming a single-shareholder company must also be checked
In practice, the following are prepared: a MERSİS application, a petition signed by the authorized person, the notarized transfer agreement, the necessary general assembly resolution and a registration document conforming to the physical or electronic share ledger regime the company is subject to. The list published by the Alanya Chamber of Commerce and Industry also shows, for foreign shareholders, translated identity documents and documents of legal entity representation, and separate procedures if the managership is changing. This list reflects local registry practice; the statutory exceptions to approval are considered separately. [6]
If the transfer reduces the number of shareholders to one, the special notification and registration timetable in TTK Article 574/2 applies: written notice to the managers within seven days of the transaction; and, within seven days of receiving the notice, the managers must have the single-shareholder status and the information listed in the law registered and announced. This special timetable must not be overlooked within the discussion of the general thirty-day application period. [1]
If the Transfer Price Is Not Paid, the Share Does Not Revert of Its Own Accord
After a valid transfer, the buyer’s failure to pay the price does not cause the shareholder entry to revert to its former state of its own accord. First, whether the price has fallen due, the payment condition and default are assessed. Within the framework of TBK Article 117 and Articles 123–125, if the conditions are met, a claim for performance and for delay damages, a claim for damages after waiving performance, or rescission may come into play. The effect of rescission on the return of the share and on the company records must be made concrete separately. [4]
To protect the seller, it may be determined in advance upon which step the price will be released. For example, part of the payment may be agreed at the notary stage and the remainder upon delivery of the properly obtained approval and registration documents. However, the parties’ special payment schedule does not of its own accord change the date of validity that the law attaches to a share transfer. If a conditional transfer or security arrangement is to be set up, the effect of the provisions used on company law must be assessed separately.
Where the transfer has produced no effect because of a lack of form or a legal ground that did not materialize, refund of the price paid may rest, depending on the conditions, on the provisions on unjust enrichment. The regime in TBK Article 82 — two years from the time of learning and, in any event, ten years from the enrichment — is important for these claims. The same limitation calculation should not be applied to a price receivable arising from a valid agreement and to a refund claim arising from an invalid transaction. [4]
For Which Debts May the Transferor and the Transferee Be Liable?
Company debt, capital debt and personal security are different
Under TTK Article 573/2, a shareholder does not become personally liable for all of the company’s private law debts merely by being a shareholder. By contrast, the capital that has been undertaken and the additional payment and ancillary performance obligations in the articles of association are examined separately. The economic effect of the company’s debts may reduce the value of the share; this does not mean that the buyer becomes personally indebted to every creditor. [1]
If the seller has personally stood surety for a bank loan or mortgaged their own real estate, the share transfer does not remove this security of its own accord. The buyer’s statement “I have assumed all the debts” does not on its own end the creditor’s rights. To be released from the security, the relevant agreement and a transaction with the creditor must also be completed separately. If the seller holds a shareholder current account receivable from the company, it must also be made clear whether it is transferred together with the share. [4]
As to the additional payment obligation, TTK Article 604 is particularly important: if the company goes bankrupt within two years of the registration of the departure, recourse may also be had to the former shareholder under the conditions of the law. Whether the successor performs the obligation and the scope that may be asserted against the former shareholder are assessed separately. A clause stating that “all obligations toward the company ended with the share sale” therefore does not remove every statutory consequence. [1]
Law No. 6183 applies separately to past public debts
Article 35 of Law No. 6183 regulates the liability of shareholders of a limited liability company, in proportion to their capital shares, for public receivables that cannot be collected from the company in whole or in part or that are understood to be uncollectable. For public receivables arising before the transfer, joint and several liability of the transferor and the transferee within the scope of the law is provided for. If different shareholders were in place on the dates the receivable arose and had to be paid, the third paragraph must also be examined. [5]
For this reason, the review should not rest on the current debt letter alone. Taxation periods, examinations not yet concluded, restructurings, payment due dates and shareholding dates must be considered together. Indemnity or recourse clauses in the transfer agreement may regulate the internal relationship between the parties; they do not of their own accord remove the administration’s statutory power of collection. A liability provision introduced later should not be applied retroactively to events of past periods.
The managership does not end of its own accord with the share
Being a shareholder and being a manager are different capacities. TTK Article 623 allows persons who are not shareholders to be managers as well; at the same time, it requires that at least one shareholder have the right of management and the power of representation. Whether a manager who sells their shares will continue in office, and the resignation or removal procedure and the registry entry, must be arranged separately. A manager’s possible public debt liability arising from the capacity of statutory representative is also not the same as shareholder liability. [1, 5]
Different Rules Apply to Transfers by Inheritance, Matrimonial Property Regime and Enforcement
Within the scope of TTK Article 596, in a transfer by inheritance, under the provisions on the matrimonial property regime between spouses, or through enforcement, rights and obligations pass to the acquirer without requiring the prior approval of the general assembly. The company may refuse to approve the person within three months of learning of the acquisition; however, it must offer to take over the shares at their real value for its own account, for the account of a shareholder or for the account of a third party it designates. The rejection is assessed together with the law’s provisions on retroactive effect and on the preservation of earlier general assembly resolutions. [1]
These three months run not from the application date as in a voluntary transfer, but from learning of the acquisition. An award of a matrimonial property regime claim also does not mean in every case that the spouse acquires the share; a monetary claim and the legal transfer of the share must be kept apart. If there are several heirs or shareholders, the representation of the shareholder rights must also be resolved separately.
The determination of real value by the court under TTK Article 597 is not a route for having the price rewritten in every free share sale. It applies where the law or the articles of association provide for real value as the price and the parties cannot agree. The competent authority is the commercial court of first instance (asliye ticaret mahkemesi) at the company’s seat; the court allocates costs at its discretion and the law deems this determination decision final. [1]
In a Dispute, the Claim, the Evidence and the Court Must Be Determined Together
Actions arising from the TTK concerning shareholding and company records are handled as commercial actions before the commercial court of first instance (asliye ticaret mahkemesi). However, the defendant in a request for registration against the company and the defendant in a claim for the price or a refund directed against the counterparty to the agreement may not be the same. Whether the exclusive jurisdiction rule concerning the company’s seat applies must also be examined according to whether the claim rests on the shareholder relationship. [1, 8]
In a commercial receivable for payment of a sum of money, an action for damages, an action for annulment of objection, an action for negative declaratory judgment or an action for restitution, mediation as a condition precedent to litigation under TTK Article 5/A is reviewed. Where a request concerning only shareholder status or correction of the record is joined with a monetary claim in the same petition, the preliminary procedure must be assessed separately. It cannot be said that all share transfer actions are subject to mediation, or that none is. [1]
If there is a concrete danger that the share will be transferred again or that the dispute will be rendered moot, an appropriate interim injunction may be requested under HMK Article 389 et seq. Filing an action alone does not stop company transactions or the share transfer. The right to be protected, the danger and the evidence must be shown in the request; a proportionate measure and, where necessary, security must be considered. Halting all of the company’s activity may exceed the protection required by a dispute over the share alone. [8]
| What is to be proven | Document to be examined first |
|---|---|
| A valid transfer and the scope of the share | The notarized agreement, its annexes and representation documents |
| The start of the three-month period | The application to the company, the list of annexes and the delivery/service record |
| Express approval or rejection | Notice documents, the general assembly minutes and the resolution book |
| The price paid and the remaining price | Bank records, receipt, set-off document and payment schedule |
| Shareholding and representation dates | Registry announcements, share ledger or ETDS records and managers’ resolutions |
| Past liabilities | Tax/social security records, loan, suretyship, lawsuit and examination documents |
Fees and charges must also be kept apart. For transactions relating to a share transfer in a limited liability company, the exception in Article 123 of the Fees Law (Harçlar Kanunu) is taken into account. This does not mean that all expenses, such as notary services, translation, copies or announcements, will be zero. The cost of the transfer, the share price and the court fees of a lawsuit that may be filed later must be budgeted separately. [6, 9]
Conclusion
In a share transfer in a limited liability company, the decisive question is not only whether the signatures have been affixed. A valid agreement, the applicable approval regime, a provable application and consistent records must be established together. Payment of the price, leaving the managership, release from personal security and public debts are separate legal consequences.
Before signing, the seller and the buyer should determine which obligation will remain with whom; at the end of the transaction, they should complete a closing file made up of the notarial document, the grounds for approval or tacit approval, the payment records and the registry documents. Applying this general informational framework to a specific transaction requires examining the articles of association and all the transaction documents together.
Related articles: Share Transfer in a Joint-Stock Company: Share Ledger and MKK Notification; Shareholders’ Agreement: Voting, Tag-Along and Exit; Attachment of Company Shares: Enforcement in Limited and Joint-Stock Companies; Tax Debt Liability of a Limited Liability Company Shareholder.
Frequently Asked Questions
Does one become a shareholder immediately once the share transfer is made at the notary?
Unless the articles of association have removed the requirement of general assembly approval, approval is in principle required. The statutory result where there is no rejection within three months of the application is also taken into account. Specific decisions concerning single-shareholder companies cannot be generalized to all transfers. [1, 3]
What happens if three months have passed and the company has held no meeting at all?
If there is a valid transfer transaction and an approval application that reached the company, approval may be deemed given under TTK Article 595/7. The starting date and the absence of a valid rejection made in time must be proven; updating the records is secured separately. [1, 2]
Is the former shareholder liable for every debt because registration was not made?
No. The transfer of shareholding, reliance on the registry, personal security and public debt liability are subject to separate rules. A lack of registration matters; but it cannot be said to give rise by itself to unlimited liability for every debt. [1, 5]
If the price is not paid, can I take back the company share unilaterally?
The share does not revert of its own accord. The agreement’s payment provisions and the conditions of default are examined, and claims for performance, damages or rescission are assessed; the return of the share and the correction of the records are resolved separately. [4]
When I sell my shares, do my managership and suretyship end?
No. For the managership, separate termination and registration procedures apply; for a suretyship or mortgage, the relevant security agreement and the creditor’s rights must be examined. The buyer’s assumption of the debts in the internal relationship is not enough on its own. [1, 4]
Can every sale price be redetermined by the court under TTK Article 597?
No. This provision is for cases where the law or the articles of association provide for a real value criterion and the parties cannot agree. It is not a general route for revaluation aimed at every freely determined sale price. [1]
Sources and legal bases
- Law No. 6102 on the Turkish Commercial Code (6102 sayılı Türk Ticaret Kanunu), in particular Arts. 4–5/A, 573–574, 593–598, 604, 616–623 and 638. Ministry of Justice legislation text.
- Court of Cassation (Yargıtay) 11th Civil Chamber, January 29, 2026, E.2025/3669, K.2026/585. Decision text.
- Court of Cassation (Yargıtay) 11th Civil Chamber, May 30, 2024, E.2023/1063, K.2024/4527. Decision text.
- Law No. 6098 on the Code of Obligations (6098 sayılı Türk Borçlar Kanunu), in particular Arts. 12, 77–82, 117, 123–125, 183–184 and the provisions on suretyship. Ministry of Justice legislation text.
- Law No. 6183 on the Procedure for Collecting Public Receivables (6183 sayılı Kanun), Art. 35 and supplementary Art. 35. Ministry of Justice legislation text.
- Alanya Chamber of Commerce and Industry, “Share Transfer Procedures” (Hisse Devri İşlemleri). Registry procedure and document explanations.
- Ebru Tüzemen Atik, “Some Problems Concerning General Assembly Approval in Share Transfers in Limited Companies with One or Two Shareholders”, Journal of Commercial and Intellectual Property Law (Ticaret ve Fikri Mülkiyet Hukuku Dergisi), 2026, Vol. 12, No. 1, pp. 41–60. Article.
- Law No. 6100 on Civil Procedure (6100 sayılı Hukuk Muhakemeleri Kanunu), in particular Arts. 14, 190 and 389–397. Ministry of Justice legislation text.
- Law No. 492 on Fees (492 sayılı Harçlar Kanunu), Art. 123. Legislation text.
- Murat Türe, “The Transfer of Share Capital Shares in a Limited Company in Light of Court of Cassation Decisions”, Türkiye Justice Academy Journal (Türkiye Adalet Akademisi Dergisi), 2022, Year 13, No. 51, pp. 143–172. Article.
- Ministry of Trade (Ticaret Bakanlığı), “Electronic Commercial Books System Will Be Mandatory for Companies Established After January 1, 2026”, December 18, 2025. Official announcement.