Share transfer in Türkiye follows two procedures depending on the company type. In a joint-stock company (anonim şirket, A.Ş.) registered shares pass by endorsement and delivery of the certificate, or by written assignment where no certificate exists, without a notary; in a limited company (limited şirket, Ltd. Şti.) the transfer needs a notarised written agreement, general assembly approval and registration.
Joint-stock company: registered shares
Unless the law or the articles provide otherwise, registered shares are freely transferable (TCC Art. 490(1)); the transfer is made by endorsing the share certificate and delivering it to the acquirer (Art. 490(2)). Shares not fully paid up need the company’s consent (Art. 491). Where no certificate has been printed, the share passes by written assignment (TCO Art. 184). Only the person recorded in the share register (pay defteri) is a shareholder towards the company (Art. 499).
Transfer restrictions in the articles
The articles may make registered shares transferable only with the company’s approval (Art. 492). For unlisted shares the company may refuse for an important reason stated in the articles or by offering to buy the shares at real value (Art. 493). Until approval, all rights stay with the transferor; silence for three months counts as approval (Art. 494). These clauses let the transfer restrictions of a shareholders’ agreement bind the company.
Bearer shares and the Central Registry Agency
Since Law No. 7262 of 2020, bearer share certificates transfer only when possession is delivered and the acquirer notifies the Central Registry Agency (MKK); until then the holder cannot exercise share rights (Art. 489).
Limited company: notary, approval, registration
The transfer of a capital share must be in writing with signatures certified by a notary (Art. 595(1)). Unless the articles provide otherwise, it takes effect only with approval of the shareholders’ general assembly, which may refuse without reasons; the articles may prohibit transfers, and silence for three months counts as approval (Art. 595(2)-(7)). The managers register the transfer; if they do not within thirty days, the departing shareholder may apply for deletion of his or her name (Art. 598). Transfers are also entered in the share register (Art. 594).
Tax on share transfers
For individual sellers, gains on share certificates of fully liable corporations held for more than two years are not taxable capital gains (Income Tax Law No. 193, repeated Art. 80(1)); tax rulings treat limited company shares and uncertificated joint-stock shares as partnership rights under item (4), outside that exemption. For corporate sellers, 75 percent of the gain on participation shares held at least two full years is exempt subject to conditions (Corporate Tax Law No. 5520, Art. 5(1)(e)). Share transfer documents of joint-stock and limited companies are exempt from stamp duty (Stamp Duty Law No. 488, Table (2) IV/16, as amended by Law No. 6728 in 2016).
Foreign buyers and the purchase agreement
Foreign investors invest freely and on equal terms with domestic investors (Foreign Direct Investment Law No. 4875, Art. 3(a)); no approval is needed to buy shares. After a transfer the company updates its shareholder list in E-TUYS within one month (FDI Implementing Regulation, Art. 5), and above the Competition Board’s turnover thresholds (Communiqué No. 2010/4) the acquisition must be cleared before closing. A share purchase agreement covers price, conditions precedent, representations, indemnities and closing deliverables (endorsed certificates or the notarised Ltd. deed, register entries, resolutions). See also the anatomy of a Turkish shareholders’ agreement.
Frequently asked questions
Does an A.Ş. share transfer need a notary?
No. Registered certificates pass by endorsement and delivery (TCC Art. 490(2)), uncertificated shares by written assignment (TCO Art. 184), followed by entry in the share register (TCC Art. 499). Notarisation applies only to limited companies (TCC Art. 595).
Can the other shareholders block a transfer?
In a limited company yes, unless the articles say otherwise (TCC Art. 595). In a joint-stock company only under an approval clause in the articles (Arts. 492-493).
Is a foreign buyer’s purchase subject to approval?
No: Law No. 4875 guarantees freedom of investment and equal treatment. The company files an E-TUYS notification within one month; large transactions may need Competition Board clearance.
Sources. Turkish Commercial Code No. 6102, Arts. 489-499, 594-598; Turkish Code of Obligations No. 6098, Art. 184; Income Tax Law No. 193, repeated Art. 80; Corporate Tax Law No. 5520, Art. 5(1)(e); Stamp Duty Law No. 488, Table (2) IV/16; Foreign Direct Investment Law No. 4875, Art. 3, and its Implementing Regulation, Art. 5.