Partnership and Share Transfers
in Turkey

01 / Ownership And Business Relationships

Partnership and Share Transfers in Turkey

Bringing a new investor into a business, buying a partner's shares or leaving a company changes more than the ownership percentage. The parties need to understand what is being transferred, which obligations remain and who will make decisions afterwards.

Legal Istanbul advises on partnership arrangements and share transfers involving Turkish businesses. Work can include reviewing the proposed structure, examining company documents, negotiating agreements and coordinating the agreed completion steps. Buyers, sellers and continuing shareholders may have different interests; the engagement must identify whose interests the firm represents.

The Turkish Commercial Code governs company shares, while ordinary partnerships also require consideration of the Code of Obligations. This page mainly concerns private companies. Listed shares, regulated businesses and transfers through inheritance or enforcement need a separate assessment.

02 / Scope Of Advice

Legal Support Before and After a Transfer

A legal review is not an audit or an independent business valuation. Accountants and other specialists should be appointed where financial testing, tax calculations or technical inspection are needed. Advice on another country's law requires appropriate local support.

Agree the companies, documents and issues covered at the start. A contract-only instruction may leave historic liabilities or regulatory matters outside scope. Where information is missing, the advice should explain the gap and how it affects the decision to proceed.

03 / Define The Proposed Change

Shares, New Capital or a Partnership Interest?

Start with a simple ownership chart showing the position before and after completion. Identify who pays, who receives the money and what rights the incoming participant expects. These questions help avoid documents describing a different arrangement from the commercial agreement.

Separate the share price from shareholder loans and unpaid capital. A payment to the seller should not be described as funding available to the company. Explain any combination of these arrangements in the completion accounts and agreements.

04 / Limited Company Shares

Transfer Formalities for a Limited Company

Article 595 requires a written transfer agreement with notarised signatures. General assembly approval is required unless the company agreement provides otherwise; where required, approval makes the transfer valid. The company agreement may prohibit transfers. Approval, share-register entries and trade-registry registration are distinct steps.

Read the complete company agreement before arranging signatures. Identify any additional payment duties, service obligations or rights affecting a proposed sale. Do not assume that an email accepting the price resolves those issues.

The Istanbul registry checklist covers the transfer agreement, approval decision and relevant share-register records. Prepare the filing to match the actual transaction and check any exceptional approval position with the registry. A filing receipt should be followed through to the completed record.

Keep evidence of when approval was requested and what the company decided. Silence needs legal assessment under the statutory deemed-approval rule, not an assumption that the transfer is immediately complete.

05 / Registered Shares

Joint Stock Shares and Transfer Restrictions

Registered shares are generally transferable, subject to law and the articles. Endorsement and delivery can transfer registered share certificates. Unpaid shares and articles-based restrictions may require company approval. Uncertificated shares need a separate transfer analysis; a certificate procedure should not be applied automatically.

Inspect the share documents, payment history and company records together. Confirm whether certificates have actually been issued and whether a pledge, court order or another person's rights affect them. A copy supplied by the seller is a starting point, not the complete ownership review.

Plan how the company will receive and record the transfer evidence. The joint stock company registry guidance also covers changes such as sole-shareholder status. Do not assume that every ownership change follows the limited-company filing process, or that no registry action can ever arise.

06 / Certificates And Notification

Bearer Shares and MKK Records

For bearer certificates within the relevant regime, delivery alone is insufficient against the company and third parties. The MKK notification communique requires notification as well. Statutory share rights cannot be exercised until the required notification is made.

Check certificate details against the Bearer Share Registration System, known restrictions and the transfer documents. Agree who will submit the notification and retain confirmation. The company can handle notification when the incoming holder applies to it under the applicable procedure.

Ask for a completion record connecting the physical certificate, the recipient and the recorded holding. Do not leave this task as an informal promise after the price has been released. Shares recorded under capital-markets rules require their own review.

07 / Contractual Ventures

Joining or Leaving an Ordinary Partnership

The word partnership may describe company shareholders or an ordinary contractual partnership. Establish which relationship exists before preparing a transfer. Under Article 632 of the Code of Obligations, admitting a new ordinary partner requires all partners' consent; a unilateral transfer does not itself give the recipient partner status.

List each participant's money, equipment, work and other contributions. Record who holds important assets and signs customer contracts. The parties should understand whether a proposed payment buys a departing participant's interest, settles an existing balance or funds future operations.

For an exit, prepare a clear account of unfinished projects, receivables and obligations. Seek specific advice on creditor releases and continuing exposure. An agreement between partners should not be presented as a release from every obligation owed to outsiders.

08 / Working Together

Management, Funding and Exit Terms

A useful shareholder agreement addresses ordinary working decisions as well as serious disagreement. Discuss budgets, borrowing, new investment, management appointments, access to accounts and dealings with connected businesses. Write down which decisions need consultation or consent.

Test the arrangements against realistic situations. What happens if one owner cannot provide further funding, wishes to sell, becomes unavailable or disagrees with the annual plan? Specify a communication route and workable method for resolving a deadlock.

Exit terms may address first offers, participation in another owner's sale and a method for setting the price. Explain technical labels in the agreement. A valuation formula should identify the accounts, adjustments, decision-maker and process for resolving calculation disagreements.

Review how the private agreement fits the articles and mandatory company rules. Check which terms need corporate decisions or amendments, who must sign and how future shareholders will join the arrangement. A promise in a private contract does not automatically amend the company's constitution.

09 / Understanding The Business

Legal Checks Before Agreeing the Final Terms

The review should follow the business's main sources of value and risk. Relevant records may include ownership documents, finance arrangements, important customers, leases, licences, intellectual property, employment matters and disputes. Ask who owns the software, brand or premises on which operations depend.

Compare the seller's answers with supporting records. An unsigned contract, expired licence or missing court document should remain an open issue until clarified. Record the document date and whether the information covers the whole company or only one activity.

Turn findings into decisions: request evidence, adjust the terms, require a problem to be resolved before completion, or reconsider the transaction. A written risk list should distinguish confirmed problems from questions still awaiting an answer.

The business due-diligence article provides further preparation points. Legal review should be coordinated with financial and tax checks, with responsibility for each area clearly assigned.

10 / Exposure Beyond The Price

Existing Debts, Public Claims and Personal Commitments

A share transfer does not erase the company's debts. Review borrowing, guarantees, security and unpaid obligations when assessing the price and funding needs. Check separately whether an outgoing owner has personally guaranteed a loan and obtain the creditor's release where needed.

Limited-company shareholders can face public-debt liability proportionate to their shares where collection from the company fails or is shown to be impossible. Article 35 of Law No. 6183 also provides for joint liability of transferor and transferee for relevant pre-transfer public debts within that framework. Shareholder and legal-representative exposure require separate analysis.

Request a period-by-period review of tax records and unresolved notices. Agree contractual protection for identified risks, but do not treat a seller's reimbursement promise as binding on a public authority. The Tax And Legal Compliance service addresses related legal questions; calculations require accounting support.

11 / Price And Protection

What the Transfer Agreement Should Resolve

Identify the shares precisely and explain the price, payment currency, adjustments and payment conditions. Include a clear list of documents and actions required before money is released. Deal separately with shareholder loans, distributions and amounts taken out of the company before completion.

Statements about the business should connect to the documents reviewed. Ask the seller to disclose exceptions clearly, with enough detail to understand the issue. A general reference to a large shared folder can leave the parties disagreeing about what was actually disclosed.

Negotiate responsibility for specific losses, claim notices, limits and security for deferred obligations. Consider what happens if an approval is refused or a completion condition remains unmet. These are commercial choices requiring legal review, not standard protections with identical effects in every case.

For bilingual documents, check consistency and agree which text governs interpretation. Confirm the formal requirements before signing a short preliminary document that already commits a party to transfer shares.

12 / Cross-Border Considerations

Foreign Participants and Regulatory Checks

The Investment Office guidance explains the general equal-treatment principle for foreign investors and electronic investment reporting. Sector restrictions and permissions still require checking. Share ownership should not be treated as personal permission to live or work in Turkey.

For an overseas company, confirm its existence, authorised signatory and approval to enter the transaction. Determine translation, apostille or consular certification requirements before documents are signed abroad. The requirements depend on the document, country and intended use.

Assess control, group turnover and sector rules early. Competition notification rules changed in February 2026, with updated guidance in May. A small ownership percentage alone does not settle the control analysis. Obtain any required clearance before implementing the transaction.

Allocate responsibility for applicable foreign-investment updates through E-TUYS and any home-country reporting. A Turkish registry filing should not be assumed to complete those separate tasks.

13 / Completing The Agreed Steps

Signing, Payment and the Company Handover

Use a completion checklist naming the person responsible for each action and the evidence needed to mark it complete. Coordinate approvals, signatures, delivery, payments and filings. Agree how unresolved items will be handled before the parties leave the signing meeting.

Share registers may be electronic. The Ministry of Trade's 2026 guidance confirms mandatory ETDS use for share and general-meeting books of companies registered from 1 January 2026 and specified permission-based companies. Check the company's applicable regime instead of automatically requesting a paper ledger.

Address management roles explicitly. An outgoing shareholder's directorship, bank authority or contractual signing powers need separate attention. Collect the necessary decisions and confirmations rather than relying on a handover email.

Prepare a completion folder containing signed documents, payment evidence, updated records and filing confirmations. List remaining actions, responsible contacts and deadlines. Arrange access to company information through authorised channels without exchanging personal passwords.

14 / Preparing The File

Documents for the Initial Review

Send a short description of the proposed change and identify any document already signed. Explain whether the matter is cooperative or disputed and whether payment has been made.

Use complete, readable copies and flag missing originals. Agree a suitable transfer method for confidential information; avoid sending unrelated employee or customer data with the first enquiry.

15 / Working Arrangements

Review Process, Costs and Urgent Issues

1. Confirm the Instruction

   Identify the client, transaction, scope and urgent dates.

2. Review the Evidence

   Examine ownership, restrictions, approvals and business risks.

3. Agree the Documents

   Negotiate obligations and a practical completion checklist.

4. Complete and Follow Up

   Coordinate authorised steps and report outstanding matters.

Fees depend on the company structure, document volume, negotiations and regulatory or dispute work. Separate legal fees from translation, notary services, registry charges, specialist reports and taxes. Confirm the scope and treatment of additional work in writing; no standard price or completion period fits every transfer.

If a dispute has started, preserve the agreement, meeting records, refusal, payment evidence and notification dates. Contractual notice periods, challenges to company decisions and court procedures can follow different rules. Review the forum, any arbitration clause, mediation requirements and possible urgent protection for the actual claim.

Do not assume that negotiations preserve a deadline. Responsibility for urgent action must be expressly accepted. A settlement, interim measure or court result cannot be guaranteed.

16 / Questions And Answers

Common Questions About Partnerships and Share Transfers