TLDR:
Turkish Commercial Code (Türk Ticaret Kanunu, TTK) governs share transfer restrictions in Turkish corporations. The framework distinguishes between joint-stock companies (anonim şirket, AŞ—Articles 339 et seq.) and limited liability companies (limited şirket, LŞ—Articles 573 et seq.), with significantly different default share transfer rules. Understanding TTK transfer restrictions is essential for any M&A or investment involving Turkish entities.
Anonim Şirket (Joint-Stock Company) Transfer Rules
For anonim şirket shares, TTK distinguishes registered (nama) and bearer (hamiline) shares: bearer shares (hamiline yazılı pay senetleri) are typically freely transferable by delivery of the physical certificate (subject to limited statutory restrictions); registered shares (nama yazılı pay senetleri) require entry in the share register (pay defteri) for transfer to be effective vis-à-vis the company. TTK Article 491 permits charter to impose additional restrictions on registered share transfers (limited circumstances for refusing transfer—e.g., specified buyer is not bona fide, or other defined justifications). The 2018 amendments to TTK strengthened share register requirements and introduced central registration for bearer shares (with MASAK/UBO disclosure obligations).
Limited Şirket Transfer Rules
Limited şirket transfers have stricter default rules. TTK Article 595 requires: written form for share transfer agreement, notarization of signatures, and approval of the partners’ general assembly (default rule—can be modified by articles requiring different majority or eliminating the requirement). The strict default protects partner control over the partnership-like LLC structure. Charter modifications can ease or strengthen these requirements within statutory limits. Practitioners often use limited şirket structures for closely-held businesses where partner control is essential, while choosing anonim şirket for businesses anticipating broader investment or eventual public offering.
Practical Considerations
Share transfer restrictions affect numerous investment law contexts: shareholder agreements supplementing TTK defaults with ROFR, tag-along, and drag-along provisions; due diligence verifying proper share register maintenance and prior transfer authority; M&A structuring (asset purchase vs. share purchase decisions consider transfer restriction practical effects); and venture financing where investors typically negotiate transfer restriction relaxation for their preferred shares. The 2018 TTK amendments and ongoing reform proposals continue to shape Turkish corporate law practice. Foreign acquirers of Turkish companies must conduct careful share register diligence to ensure clean title chain.