Attachment of a Company Share for a Partner’s Debt: Enforcement and Sale in Limited and Joint-Stock Companies

Because of the personal debt of a partner in a limited liability or joint-stock company, the partnership share belonging to the debtor may be attached and, under the statutory conditions, sold. However, this procedure does not mean a direct attachment of the company’s bank account, immovables or vehicles. Attachment of the share is also not the same procedure as attachment of the partner’s dividend and other claims against the company. The correct route is determined by the identity of the debtor, the type of company, the form in which the share is represented and the nature of the right sought to be attached. [1, 2]

In an enforcement file, merely sending a letter to the trade registry does not create a valid attachment for every type of share. In a joint-stock company, the safekeeping of the certificate if there is a physical share certificate, service on the company if the share is not embodied in a certificate, and the registration steps to be taken through the investment firm if the capital market instrument is tracked in book-entry form, are all important. The economic result of the later sale depends on the real value of the company, on earlier attachments and pledges, and on the conditions on which the buyer acquires the partnership rights.

This guide addresses share attachment carried out under the Enforcement and Bankruptcy Law (İİK) for a private-law claim. Enforcement of public claims such as tax and social security under Law No. 6183, and the personal liability of a partner for a company debt, are separate examinations. The date of the legal assessment is October 14, 2026.

Which Company Assets Can Be Pursued for a Partner’s Personal Debt?

Attachment of the share and attachment of company assets are different things

A commercial company is a legal entity separate from its partners. The fact that one person owns the whole of a company does not show that all the company’s assets are that person’s personal property. For example, if the debtor is the sole partner of a limited liability company, a vehicle registered in the company’s name cannot be attached for the partner’s personal debt merely because of that partnership. The object of the attachment, if the conditions are met, is the sole partner’s share of the basic capital. [1: Art. 125, 133]

It is different where the company is also a surety, a debtor or otherwise liable on another legal ground. Likewise, a dispute over whether the goods at the place of attachment really belong to the company or to the debtor is resolved under the provisions on ownership and third-party ownership claims (istihkak). The mere presence of the same address, a family relationship or a common manager does not, on its own, make all the company’s assets security for the partner’s personal debt. The creditor must support the asserted liability or ownership claim with concrete documents.

The partnership share, the dividend and the current-account claim are different objects of attachment

Turkish Commercial Code (TTK) Art. 133 provides that, in capital companies, in addition to the share of the debtor partner, the profit and liquidation share and the partner’s other claims against the company may be pursued. The scope of these rights must be stated expressly in the enforcement request. [1]

If the company owes nothing to the partner, it cannot be asked to pay the same amount on the ground of the nominal value of the partnership share. Similarly, a current account in which the partner owes the company is not a claim against the company that the partner’s personal creditor can attach. Reading the direction of debt and claim the wrong way round leads to enforcement against the wrong party.

Which Records Should Be Examined Before Attaching a Share?

Finality of the enforcement proceedings and the conditions for requesting attachment are assessed according to the type of proceedings pursued. Final attachment and precautionary attachment are not the same stage. The creditor must determine the current and past records showing that the debtor is a partner, the size of the share and, if any, the date of transfer. The trade registry is the starting point; especially in joint-stock companies, it should not be assumed that all share movements can be traced completely from the trade registry.

The articles of association or company agreement, the share ledger, capital changes, decisions on printing certificates, delivery documents, and earlier attachment and pledge records are assessed together. The debtor’s identity is clearly matched with the company’s trade name and registry data. A request built on a changed trade name or an old ownership percentage may lead to the attachment of shares that do not belong to the debtor.

The situation on the date of attachment is decisive. The company may today produce a share certificate; but whether it was issued before or after the attachment is investigated separately. The decision of the 12th Civil Chamber of the Court of Cassation (Yargıtay) dated October 10, 2024, E.2024/4543, K.2024/8419, likewise took as its basis the determination, through company records and expert examination, of whether a certificate had been issued as of the date of attachment. [3]

How Is a Share in a Limited Liability Company Attached?

Notice to the company and the share ledger entry proceed together

The basic ground for attaching a partner’s share in a limited liability company is TTK Art. 133/2. In the enforcement file, attachment is requested by clearly identifying the share belonging to the debtor; the attachment is notified to the company and its entry in the share ledger is requested. The general notification provision of Art. 94 of the Enforcement and Bankruptcy Law (İİK) is taken into account for informing the third parties concerned. Notifications to the trade registry and earlier restrictions on the share must also be followed. [1, 2]

The detailed sentences specific to joint-stock companies in Enforcement and Bankruptcy Law Art. 94 and the rule that TTK Art. 133/2 introduces for limited liability companies do not share the same wording. In particular, for a joint-stock company the mandatory entry in the share ledger and the establishment of the attachment on the date of service are expressly written, whereas TTK Art. 133/2 provides for entry in the share ledger on request. In practice, completing the notice to the company, the request for entry and the service document together gives a safer file than ignoring this distinction. [1, 2, 6]

The existence of a share certificate in a limited liability company does not automatically make the joint-stock procedure applicable

TTK Art. 593/2 allows the share certificates of a limited liability company to be issued as a means of proof or as registered instruments. These certificates do not remove the special rules on the transfer of a share in a limited liability company. Therefore, the fact that a document bears the words “share certificate” does not mean that the same attachment procedure applies as to the negotiable instrument in a joint-stock company. [1, 6]

In particular, one should not be content with the enforcement office taking a document that serves merely as a means of proof; the share of the basic capital itself should be made the subject of the attachment request and notice given to the company. The nature of the document, the company agreement and the share records are examined together. For the creditor, the real risk is that, although the paper has been seized, no legally effective attachment of the partnership share has been established.

How Are Bare, Certificated and Book-Entry Shares in a Joint-Stock Company Attached?

For a share not embodied in a certificate, service on the company is decisive

If no share certificate or interim share certificate has been issued in a joint-stock company, the debtor’s share is attached under Enforcement and Bankruptcy Law Art. 94 by the enforcement office serving it on the company. Entry of the attachment in the share ledger is mandatory; if the company’s record is nevertheless not made, the attachment is deemed to have been made on the date of service on the company. The attachment is also notified to the trade registry. Service on the company and notification to the registry therefore serve different functions. [2]

An attachment entry made only in the trade registry is not sufficient. In its decision dated December 21, 2023, E.2023/1072, K.2023/9122, the 12th Civil Chamber of the Court of Cassation (Yargıtay) found that, although a letter had been written to the registry, no notice of attachment had been given to the company, and treating the attachment as procedurally valid was a ground for reversal. The decision is not an unlimited proposition that every deficiency in notification leads to the same result; it is an application concerning the attachment of a specific joint-stock company share. [4]

For a physical share certificate or interim share certificate, a safekeeping step is required

If a share in a joint-stock company is embodied in a physical share certificate or interim share certificate in the nature of a negotiable instrument, the attachment and safekeeping provisions under Enforcement and Bankruptcy Law Art. 88 come into play. In such a case, the correspondence procedure prescribed for a bare share is not enough. The existence of the certificate, its type, who holds it, and whether it was issued before the date of attachment must be determined. [2, 3]

In the concrete case in the decision E.2024/4543, K.2024/8419 of the Court of Cassation (Yargıtay), it was established through expert examination that the shares were embodied in a registered certificate on the date of attachment. The chamber found invalid an attachment made by entry in the share ledger and by letter to the trade registry instead of actual seizure. The practical consequence of this approach is that the creditor and the company must document not only today’s share ledger but also the dates on which the certificate was issued and delivered. [3]

For book-entry shares, action is taken through the investment firm

For capital market instruments tracked in book-entry form, the method of searching for a physical certificate is not applied. Capital Markets Law Art. 13 provides that attachment and similar requests concerning these instruments are carried out by MKK members. The action is taken through the investment firm holding the debtor’s account and the relevant registry system. [5]

Notification to the MKK for physical bearer share certificates should likewise not be confused with a capital market instrument being tracked entirely in book-entry form. The fact that the same institution keeps the records does not mean that both models are subject to the same attachment procedure. The method of attachment should not be determined merely by the statement “there is an MKK record” without clarifying in which system the share is tracked.

What Does a Notice under Enforcement and Bankruptcy Law Art. 89 Sent to the Company Mean?

A dividend distribution resolution and balance-sheet profit are not the same

The fact that the company has made a profit does not show that the same amount has become a personal claim payable to the partner. For the dividend, the distribution conditions and resolutions appropriate to the type of company are examined. The attachment of claims that have not yet arisen but may arise from an existing legal relationship may be assessed separately; however, the attachment does not oblige the company to pay immediately a claim that does not in fact exist. [1: Art. 507–509, 608; 2: Art. 89]

In a notice under Enforcement and Bankruptcy Law Art. 89, the company is the third party asked whether it owes anything to the enforcement debtor. In a share attachment notice, by contrast, the attachment placed on the share of the basic capital is announced to the company. A statement such as “the partner owes us” or “no dividend was distributed” does not automatically remove an attachment placed on the share itself. On the other hand, in an attachment of a claim against the company, this information must be given with the correct balance and documents.

Remaining silent in response to the notice creates a separate enforcement risk for the company

The period for objecting to the first attachment notice is seven days from service. If no objection is made in time, the second notice, and then, once the conditions are met, the third notification and the stage of the action for negative declaratory judgment come into play. Leaving the first notice unanswered may create a serious enforcement risk even if the company owed nothing at the outset. [2: Art. 89]

The response should be consistent with the share ledger, the dividend distribution resolution, the current-account records, payment receipts and any earlier attachments. An incorrect statement that “we owe nothing” is also not safe. The company making a payment to the debtor partner that it should have directed to the enforcement office may lead to a dispute over double payment and liability. The periods for the first, second and third notifications should not be treated as the same; the type of the specific document should be the basis.

Does the Attachment End the Partner’s Management and Voting Rights?

An attachment of a share does not automatically make the creditor a partner or a company manager. The debtor, as a rule, retains the status of partner; the creditor cannot vote at the general assembly merely because of the attachment. However, acts that reduce the economic value of the share, render the attachment ineffective or amount to a disposition over the attached share cannot be regarded as freely permitted. The enforcement office’s safekeeping measures, the specific notice of attachment and any court decision must be assessed together. [2: Art. 86, 90, 94]

In a joint-stock company, Enforcement and Bankruptcy Law Art. 94 treats a transfer of attached shares as void to the extent that it violates the creditor’s rights. This provision does not mean that every act is void without limit as against everyone. In a limited liability company, the special rules and the effect of the attachment on the power of disposition must be examined together. The assumption that the creditor’s right has been eliminated by a transfer made after the attachment cannot be accepted on the basis of a change in the company’s records.

A creditor also does not acquire the right to demand the dissolution and liquidation of a limited liability company merely because it has had the share attached. Explanations from the period of the repealed Law No. 6762 cannot be used in place of TTK Art. 133, which is in force today. The company can continue together with the attachment and sale of the share. [1, 6]

How Are the Sale, Valuation and Time Limits of the Share Managed?

The one-year period for requesting sale and the expense advance must be monitored together

Under Enforcement and Bankruptcy Law Art. 106, sale may be requested within one year from the attachment. With the request for sale, the whole of the valuation and sale expenses must be paid in advance; if they are not paid, the request for sale is deemed not to have been made. If the amount initially deposited later proves insufficient, the fifteen-day period for making up the amount, given by the enforcement director, is important. [2]

For an asset whose sale was requested within the one-year period but which could not be sold at auction, the statutory provision on an additional period is assessed separately as regards the creditor requesting the sale. Under Enforcement and Bankruptcy Law Art. 110, failure to request sale in time, or failure to renew in time a request that was withdrawn, leads to the lifting of the attachment. For attachments from earlier dates, the current period should not be applied retroactively without checking the transitional provisions and the dates of the relevant acts.

The nominal capital value is not the equivalent of the sale value

Holding twenty percent of the shares in a company does not mean collecting twenty percent of the company’s capital as shown in the registry. To determine the economic value of the share, assets, debts, collectability, ongoing disputes, operating income, management privileges and the encumbrances on the share are assessed. Because of earlier pledges and attachments, very little may remain for the enforcing creditor out of an apparently high share value.

In the valuation report, the calculation method, the financial period used and the significant assumptions must be clear. The creditor may consider the appropriate remedy against an excessively low value, and the debtor and other interested persons against a value that does not reflect reality or is based on old financial statements. The trade secrets required for valuation should be used only for the purpose of the file, and unnecessary detail should not be carried into publicly accessible correspondence.

Enforcement and Bankruptcy Law Art. 121 is not an automatic preliminary stage for all company shares

TTK Art. 133/2 provides that the shares of capital companies are attached and converted into money under the provisions on movables. Enforcement and Bankruptcy Law Art. 94 also subjects the sale of an attached bare share in a joint-stock company to the procedure for the sale of movables. Enforcement and Bankruptcy Law Art. 121, on the other hand, provides that the enforcement court is asked about the procedure for the sale of rights not shown in the preceding articles. Therefore, no generalization should be made that a separate and mandatory Art. 121 decision is required for all company shares. [1, 2]

A right in an undivided inheritance or in an asset held in joint ownership is not the same as a share in a specific joint-stock or limited liability company. What the attached right actually is determines the sale method to be applied. If there is a dispute about procedure, its review before the enforcement court should be distinguished from the underlying dispute concerning company law.

As regards sale, too, it cannot be assumed that all shares have the same market. The valuation of a share in a closely held company and the sale of a negotiable instrument whose price is formed on the stock exchange have different characteristics. Enforcement and Bankruptcy Law Art. 119/2 provides that, for negotiable instruments and other goods that have a price on the stock exchange or in the market, a sale by negotiation may be made when the market price of the day is offered. This possibility does not mean that the creditor may sell the attached share on its own decision; the sale is carried out through the competent enforcement authority. [2]

When Does a Person Who Acquires a Share in Enforcement Obtain Partnership Rights?

In a limited liability company, general assembly approval is not a starting condition

Under TTK Art. 596, when the share passes through enforcement, the rights and obligations pass to the acquirer without the need for general assembly approval. The company may, within three months from learning of the acquisition, resort to rejection expressly and in writing; for this it must propose that the share be taken over, at its real value, for the account of the company, a partner or a named third person. A mere decision that “we do not want the new partner” is not sufficient. [1]

The rejection decision has retroactive effect within the framework of the law; the validity of general assembly resolutions adopted up to the rejection decision is preserved. If no express written rejection is made within three months, approval is deemed to have been given. If a dispute arises over the real value, under TTK Art. 597 a determination of the value may be requested from the commercial court of first instance at the company’s registered seat. The enforcement auction price and the real value in the company’s takeover proposal are not the same legal concept.

In a joint-stock company, the passing of ownership and of the voting right may be separated

For registered shares that are not listed on the stock exchange and whose transfer is subject to approval, TTK Art. 493–494 introduce a special regime for acquisition through compulsory enforcement. While ownership and property rights pass immediately, the rights to attend and vote at the general assembly may be made subject to the company’s approval. The company may refuse a person who has acquired through compulsory enforcement only on condition of a takeover proposal at the real value. [1]

This regime cannot be applied unchanged to shares listed on the stock exchange or to all types of shares. Before the auction, the articles of association, the type of the share and the restrictions on transfer must be examined, and it must be assessed whether the buyer will obtain only the economic rights or also voting and management power. The creditor’s collection plan, as well as the share purchaser’s partnership plan, depends on this distinction.

Which Remedies Apply to a Defective Attachment, an Earlier Share Transfer and Interim Protection?

For an enforcement act that is contrary to the law, a complaint to the enforcement court under Enforcement and Bankruptcy Law Art. 16 comes into play. The general period is seven days from learning of the act; the cases of complaint without a time limit stated in the law and assessments relating to public order are examined separately. It should not be assumed that every objection to a share attachment is without a time limit. A complaint does not stop enforcement by itself unless the court so decides. [2: Art. 16, 22]

If it is asserted that the attached share or asset belongs to a third person, the matter may call for the provisions on third-party ownership claims (istihkak). Which party must bring the action varies according to possession and the manner in which the attachment was carried out. It should not be thought that the company or a third person merely filing a petition in the enforcement file will lift the attachment in every case. A commercial dispute on the merits of share ownership is subject to a different jurisdiction and different conditions for action than a complaint against an enforcement act.

If a share transfer made before the attachment was intended to remove assets from the creditor, an action based on annulment of the disposition or on simulation may be considered where the conditions exist. A transfer to a relative does not by itself prove all the conditions. The dates of the claim and of the transfer, the conditions concerning the enforcement proceedings and the certificate of insolvency, whether the price was actually paid, the knowledge of the parties and the specific ground for annulment are examined. The five-year preclusive period in Enforcement and Bankruptcy Law Art. 284 and the other time conditions in Art. 278–280 are not the same period. [2]

To secure a monetary claim, precautionary attachment under Enforcement and Bankruptcy Law Art. 257 et seq. is considered; in a dispute over ownership or transfer of the share, an interim injunction under Code of Civil Procedure (HMK) Art. 389 et seq. may be considered where the conditions exist. In precautionary attachment, the periods for enforcement and for complementary steps must also be monitored separately. The special protection of Art. 281 in an action for annulment of a disposition is likewise assessed separately. A request that “the shares not be transferred” is not granted automatically without discussion of the legal ground, prima facie proof and the necessary security. [2, 7]

In particular, enforcement of a precautionary attachment order must be requested within ten days from the date on which the order was made; if the period is missed, the order lapses automatically. This period differs from the complementary periods tied in Enforcement and Bankruptcy Law Art. 264 to the enforcement or action stage. In a dispute within the scope of mandatory mediation as a condition precedent to litigation, the period for bringing an action in Enforcement and Bankruptcy Law Art. 264/1 does not run from the application to the mediation office until the final record. This special rule should not be interpreted as meaning that the ten-day enforcement period also stops automatically. [2: Art. 261, 264; 8: Art. 18/A-16]

Document and Action Checklist for the Creditor, the Company and the Debtor

Where there is a foreign creditor or a foreign document, representation, translation, any required certification of documents, security and, if applicable, recognition and enforcement of a foreign judgment are addressed separately. This general enforcement link is explained in our firm’s article on collecting a foreign individual’s or legal entity’s monetary claim in Türkiye. In a share attachment, however, the distinctions between company and share types set out above must be applied in addition.

Conclusion

A successful share attachment requires first determining the correct asset value and then applying the attachment and sale procedure appropriate to the nature of the share. When the company’s property, the partner’s share and the partner’s claim against the company are confused, the enforcement is directed at the wrong target. Even where a valid attachment has been established, if the sale period, the expenses and the real value are not monitored, the creditor may not obtain the expected collection.

For the company and the other partners, the priority is to distinguish whether an incoming document is a share attachment notice or a garnishment notice on a claim, and to conduct the process with the correct records and response. After a compulsory sale, the approval and rejection provisions for limited liability and joint-stock companies must be applied separately. A share attachment does not by itself end the company’s activity; but it can have serious consequences for the value of the share, its transfer and the ownership structure.

Related articles: Limited Liability Company Share Transfer: Notary, Approval and Registration; Joint-Stock Company Share Transfer: Share Ledger and MKK Notification; Pledge and Usufruct over a Company Share: Creation and Voting Right; Dividend Claim against the Company and the Partner’s Rights.

Frequently Asked Questions

If I am the sole partner of the company, can the company account be attached for my personal debt?

Sole ownership does not turn company assets into personal assets. Unless there is a separate legal ground on which the company is also a debtor or liable, personal enforcement cannot be directed at the company account merely because of the partnership. Your share and your claims against the company are separate objects of attachment.

If the company is making a loss, can the partnership share still be attached?

Yes. The fact that no dividend is distributed does not prevent a share attachment. However, the company’s losses and debts may affect the sale value of the share and the amount the creditor can collect.

If the attachment has not been entered in the share ledger, is the attachment invalid?

For a share not embodied in a certificate in a joint-stock company, Enforcement and Bankruptcy Law Art. 94 expressly provides that the attachment is established on the date of service on the company. A missing ledger entry is not the same as the company never having been served. For a share in a limited liability company, the special provision and the notification documents are examined separately.

If the company has no dividend debt, can a notice under Enforcement and Bankruptcy Law Art. 89 be left unanswered?

No. The absence of a debt must be notified within the time limit, with appropriate documents and a correct explanation. Failure to object to the notice may lead to separate enforcement consequences for the company through the subsequent notifications provided for in the law.

Can the attaching creditor vote at the general assembly?

An attachment alone does not confer partnership or voting rights. Acquisition of the share through a compulsory sale and the company’s approval provisions after the acquisition are separate stages. Protective orders made in respect of acts affecting the economic value of the share are reserved.

Can the other partners buy an attached share in a limited liability company?

It is possible for the other partners to take part in the sale in accordance with the procedure. In addition, after a compulsory acquisition, the takeover-proposal mechanism at the real value under TTK Art. 596 may be used. This mechanism is not a free veto right that automatically lifts the attachment.

How long is there to request the sale of the share?

The general period in the current Enforcement and Bankruptcy Law Art. 106 is one year from the attachment. The expenses required for a valid sale request must also be paid. Failure to sell at auction, withdrawal, and the transitional provisions for attachments of earlier dates are assessed separately.

Does a complaint stop the sale?

As a rule, it does not stop it automatically. Under Enforcement and Bankruptcy Law Art. 22, a court order to stay is required. When applying, the time limit, the legal interest and the need for interim protection should be assessed together.

Sources and legal bases

1. Turkish Commercial Code No. 6102, in particular Art. 125, 133, 493–494, 507–509, 593–598 and 608. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/103039
2. Enforcement and Bankruptcy Law No. 2004, in particular Art. 16, 22, 85–90, 94, 96–99, 106, 110, 114 et seq., 121, 257–265 and 277–284. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/102993
3. Court of Cassation (Yargıtay) 12th Civil Chamber, October 10, 2024, E.2024/4543, K.2024/8419; the share being embodied in a registered certificate on the date of attachment and the requirement of actual seizure. Ministry of Justice UYAP Case Law: https://mevzuat.adalet.gov.tr/ictihat/1094129400
4. Court of Cassation (Yargıtay) 12th Civil Chamber, December 21, 2023, E.2023/1072, K.2023/9122; failure to notify the company of the attachment despite a letter having been sent to the trade registry. Ministry of Justice UYAP Case Law: https://mevzuat.adalet.gov.tr/ictihat/1006085600
5. Capital Markets Law No. 6362, Art. 13; text of the law as published by the MKK: https://www.mkk.com.tr/sites/default/files/2025-08/6362-Sayili-Sermaye-Piyasasi-Kanunu.pdf — Central Registry Agency (MKK), Frequently Asked Questions, book-entry system and attachment procedures: https://www.mkk.com.tr/sikca-sorulan-sorular
6. Baş, Seda, “Limited Şirketlerde Payın Haczi, Rehni ve İntifa Hakkına Konu Olması” (Attachment, Pledge and Usufruct of a Share in Limited Liability Companies), Süleyman Demirel University Faculty of Law Journal, 2021, Vol. 11, No. 2, in particular pp. 912–917. https://dergipark.org.tr/tr/download/article-file/2021211
7. Code of Civil Procedure No. 6100, Art. 389 et seq. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/103103
8. Law No. 6325 on Mediation in Civil Disputes, Art. 18/A-16. Ministry of Justice UYAP Legislation: https://mevzuat.adalet.gov.tr/mevzuat/104320