Foreign investors involved in companies established in Turkey may eventually decide to sell or acquire shares. Whether you're selling to a Turkish partner, transferring shares to a foreign shareholder, or restructuring internal ownership, the legal process of a corporate share transfer must be managed carefully. Compliance with Turkish Commercial Code, tax requirements, and registry procedures is critical. This is where working with an experienced Turkish Law Firm is essential.
At ER&GUN&ER Law Firm, our English Speaking Turkish Lawyers represent foreign clients in all phases of corporate share transfer transactions. From contract drafting and notary execution to registry filings and shareholder agreement amendments, our Turkish Law Firm provides full legal protection and strategic guidance. Our reputation as a best lawyer firm in Turkey for corporate law is built on precision, confidentiality, and enforceability.
When Is a Share Transfer Legally Required?
Share transfers may arise in scenarios such as:
- Exiting or entering a partnership
- Merger and acquisition transactions
- Internal restructuring
- Succession planning in family businesses
- Investment via third-party capital injection
In each case, legal documentation must reflect the transfer accurately. Our Turkish Law Firm ensures that your interests are contractually secured and recognized by official registries.
Types of Companies and Share Transfer Rules
The rules differ between company types:
- Limited Liability Companies (LTD): Share transfer must be approved by the general assembly and notarized; transfer becomes valid upon registration with the Trade Registry.
- Joint Stock Companies (A.Ş.): Share transfer is valid upon endorsement or delivery (depending on share type), but must be recorded in the share ledger.
- Foreign Company Branches: No local share transfer occurs; HQ ownership change must be documented.
Our corporate formation team also handles share structuring from day one to ensure future transfers are seamless.
Contractual Documentation Prepared by Our Law Firm
- Share Purchase Agreement (SPA)
- General Assembly Resolutions approving transfer
- Amendment to Articles of Association (if needed)
- Updated shareholder ledger and capital structure
- Tax office notifications and transfer valuation forms
- Notarized share transfer deed
All documents are prepared bilingually and structured for enforceability in both Turkish courts and international arbitration venues.
Tax Implications and Compliance
Share transfer transactions may be subject to:
- Stamp duty (0.948% in some cases)
- Capital gains tax on individual share sales
- VAT exemptions if transfer qualifies under TTK
- Transfer pricing reporting obligations
Our firm coordinates with sworn financial advisors (YMM) to evaluate tax consequences and avoid hidden liabilities.
Legal Risks We Help Prevent
- Ambiguous or unsigned SPA provisions
- Unregistered share transfers not recognized by third parties
- Failure to update shareholder records
- Post-transfer disputes over warranties or representations
- Non-compliance with foreign ownership restrictions (if applicable)
Our role as a Turkish Law Firm is to close every legal loop before the transfer occurs.
Registry Procedures and Notary Execution
We represent clients at:
- Notaries for deed authentication
- Trade Registry offices for official transfer filings
- Tax Offices for declaration of capital changes
- Social Security registration (if employer data changes)
With power of attorney, we act on your behalf and report all filings to you with documentation in both Turkish and English.
Internal Resources You Should Review
- Corporate Legal Advisory in Turkey
- Drafting Risk-Free Contracts
- Ongoing Legal Support for Foreign Shareholders
- Banking Support for Investors
Frequently Asked Questions (FAQs)
- Can a foreigner own 100% of shares in a Turkish company? Yes. Turkish law allows full foreign ownership in most sectors.
- Is notarization required? Yes, for limited companies. It's strongly recommended for all types.
- Can shares be transferred remotely? Yes. Our Turkish Law Firm manages full POA-based share transfers.
- Are share transfers subject to audit? Potentially. Especially for large amounts or related-party transactions.
- What if the seller refuses to cooperate? We initiate litigation for share delivery or compensation.
Contact Our Turkish Law Firm for Share Transfer Support
If you're selling or acquiring shares in a Turkish company, protect your investment with professional legal representation. At ER&GUN&ER Law Firm, our English Speaking Turkish Lawyers offer full-service legal support for share transfers and corporate restructuring. As a best lawyer firm in Turkey for company transactions, we deliver secure, timely, and enforceable results.