Transferring Shares in a Turkish Limited Company: TCC Article 595, Notarised Signatures and General Assembly Approval

1. Article 595 imposes a mandatory written form

The transfer of a limited-company capital share must be documented through a written agreement. This rule protects the parties and the company by creating an identifiable record of the interest transferred and the attached rights and obligations.

An email chain, invoice or payment receipt should not be treated as a substitute for the statutory transfer agreement.

The contract should identify the company, seller, buyer, nominal share amount, percentage, price and any obligations moving with the share.

2. The parties’ signatures must be notarised

Article 595 requires notarial certification of the signatures on the transfer agreement. The form requirement is substantive and should be planned before an overseas party signs.

If a foreign shareholder signs through a power of attorney, the mandate must contain authority sufficient for the share transfer and be valid for Turkish use.

Documents executed abroad may require apostille or consular legalisation and certified Turkish translation depending on the country and document.

3. General assembly approval is generally part of the transfer process

Limited companies are closed structures and the law gives the company a role in determining membership. Unless the articles validly change the statutory approval framework, general assembly approval is required.

The buyer should not release the entire price merely because the seller signed the transfer agreement if company approval remains outstanding.

Closing conditions can tie payment to approval and completion of corporate records.

4. The articles of association must be reviewed before signing

The articles can regulate share transfers, approval mechanics, pre-emption, additional-payment duties, ancillary obligations and other membership features.

A buyer who reviews only the trade registry extract can miss restrictions contained in the articles.

The current registered and valid version should be obtained before price and closing conditions are agreed.

5. Transfer can be prohibited by the company agreement

Turkish limited-company law allows the articles to prohibit share transfer. In that case, a buyer cannot assume that a private sale contract alone overcomes the corporate restriction.

The seller may have separate statutory rights where continued membership becomes unreasonable, but those do not automatically validate the attempted transfer.

Article 638 exit can become relevant in a trapped-shareholder situation.

6. Signing and economic payment are not the only dates that matter

The legal effect of the transfer must be analysed through Article 595 approval and company-record rules. A contract can create obligations between seller and buyer before the buyer becomes recognised as shareholder.

This timing affects voting, dividend entitlement, public-debt periods and tax.

The transaction documents should specify economic entitlement and legal completion separately.

7. The purchase price should be protected until legal completion

Foreign buyers often pay a deposit or full price before receiving company approval. This creates recovery risk if approval is refused.

Escrow, staged payments, bank guarantees or conditions precedent can reduce that risk.

The contract should state what happens if approval is not obtained by a defined long-stop date.

8. Conditions precedent can convert legal risks into closing requirements

Common conditions include general assembly approval, manager resolutions, regulatory consent, release of pledges, repayment of shareholder loans, delivery of company records, tax clearance evidence and beneficial-owner documentation.

Conditions should be objectively verifiable.

A vague promise that the seller will “take care of everything” is not an adequate closing mechanism.

9. Share purchase due diligence is different from asset purchase due diligence

Buying shares means acquiring ownership of the company with its historical assets, liabilities, contracts and disputes. The legal entity remains the same after closing.

Due diligence should therefore review tax, employment, litigation, regulatory, banking, related-party and public-debt matters in addition to corporate records.

Unknown liabilities can reduce the economic value of the acquired share even if the share itself was transferred validly.

10. Unpaid capital can affect the buyer’s economics and obligations

The share ledger and capital records should show whether the seller has fully satisfied capital contribution obligations.

Where unpaid contribution remains, the transfer documents must allocate responsibility consistently with mandatory company law.

The buyer should not rely solely on the nominal share value.

11. Additional-payment and ancillary obligations can travel with membership

Limited-company articles can impose additional payment or ancillary performance obligations within the statutory framework. These obligations can materially change the economics of ownership.

A foreign investor expecting passive ownership should identify any future funding, service or performance duties before closing.

The transfer contract should disclose them expressly.

12. Historical public debt can create personal risk in limited companies

Foreign shareholders should review Turkish public debts because Law No. 6183 Article 35 can impose shareholder liability for certain uncollectible public receivables under the statutory conditions.

Share-transfer timing can affect which shareholder period is relevant.

Our public-debt liability guide explains that separate risk.

13. The share ledger should be updated consistently

The company’s internal records should reflect the buyer as shareholder after legal completion. Inconsistent share ledgers create problems in voting, distributions and later sales.

The company should preserve the transfer agreement, approval resolution and identification documents.

A shareholder should verify the updated record rather than assume management completed it.

14. Trade-registry filings must be checked for the specific transaction

Limited-company ownership and manager information can require registry filing and public announcement depending on the transaction and current registry rules.

The closing checklist should identify which changes must be registered and who is responsible.

Failure to update public records can create bank, tax and counterparty problems.

15. Beneficial-owner reporting may change after the transfer

A new foreign shareholder can change the company’s ultimate beneficial owner profile. Turkish tax/AML records should be updated where required.

The ownership chain should be traced through foreign holding companies to natural persons.

Our UBO reporting guide explains the control hierarchy.

16. Seller and buyer tax issues should be modelled before signing

The seller can face Turkish capital-gain taxation or treaty analysis. The buyer should consider acquisition cost records, future dividend withholding and financing structure.

The payment location abroad does not automatically eliminate Turkish tax consequences.

Our foreign shareholder share-sale tax guide addresses the seller-side tax layer.

17. Foreign parties should prepare identity and authority documents in Turkish-usable form

Corporate buyers often need foreign board resolutions, incumbency/authority documents, beneficial-owner records and powers of attorney. Individual buyers need passport and tax/identity records.

Authentication and translation should be planned before the notarial closing date.

Bakırcı & Keskin Hukuk Bürosu has one physical office in Mersin. Company transactions throughout Türkiye can be coordinated from Mersin subject to registry, notarial and procedural rules.

Conclusion

TCC Article 595 makes a Turkish limited-company share transfer a formal corporate transaction, not simply a private payment agreement. Written form, notarised signatures, company approval, articles restrictions, corporate records and due diligence must be aligned. Foreign buyers should treat approval and liability review as closing conditions rather than discover them after the price has been transferred.