What is a shareholder?
A shareholder is a person or entity holding shares in a company’s capital. Turkish law uses pay sahibi for joint stock companies and ortak for limited liability companies; in everyday usage shareholder covers both. Shareholding carries two bundles at once: financial rights, such as sharing in profits, and governance rights, such as voting at the general assembly.
The financial core is the dividend, the liquidation share and the pre-emptive right in capital increases; the governance side holds the vote, information and inspection rights, and standing to challenge general assembly resolutions in court. None of this has to be identical across shares: in a joint stock company privileged shares can carry advantages in voting, dividends or liquidation, and the preference architecture of venture rounds is built exactly on that flexibility.
| Right | Substance | Where it lives |
|---|---|---|
| Dividend | Share of distributed profit | TCC + general assembly resolution |
| Vote | Decision power at the general assembly | TCC + privileges in the articles |
| Pre-emption | Priority in new shares on capital increases | TCC; restriction needs heavy conditions |
| Information | Financials and management information | TCC; extendable by contract |
In startup practice the real map of shareholding sits in the documents rather than the statute: the articles of association carry the privileges and share classes, and the shareholders’ agreement carries transfer restrictions, priority rights and exit mechanics. A percentage on the cap table says little until those two documents are read.
Are shareholder and partner the same thing?
Colloquially yes, technically the company type decides: pay sahibi in a joint stock company, ortak in a limited şirket. The difference is more than a label, because a limited şirket partner can be pursued personally for the company’s tax and social security debts, while a joint stock shareholder’s risk stops at the subscribed capital.
What rights does a minority shareholder have?
Shareholders representing a tenth of the capital (a twentieth in listed companies) hold statutory minority rights: calling the general assembly, adding agenda items and requesting a special auditor. On the contractual layer, veto lists, a board seat and tag-along rights are the typical minority protections.
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