Seizure and Liquidation of a Foreign Debtor’s Company Shares in Turkey

yazarı lawyerfbc

açık Ocak 15, 2026

1. Introduction

In international debt recovery, the enforcement of monetary judgments or arbitral awards against foreign debtors often encounters a critical challenge — the absence of readily available assets within the debtor’s jurisdiction. When the debtor possesses company shares or equity interests in Turkish companies, such assets may provide an efficient means of execution under the Turkish Enforcement and Bankruptcy Law (İcra ve İflas Kanunu – “İİK”).

The attachment (haciz) and subsequent liquidation (paraya çevirme) of these shares are regulated primarily by İİK, supplemented by the Turkish Commercial Code (Türk Ticaret Kanunu – “TTK”), Capital Markets Law, and relevant communiqués issued by the Ministry of Justice and Capital Markets Board (Sermaye Piyasası Kurulu – “SPK”).

This article provides a comprehensive and practice-oriented overview of how foreign creditors may seize and sell a foreign debtor’s equity in Turkish entities — whether limited liability companies (limited şirket) or joint stock companies (anonim şirket) — highlighting procedural differences, strategic considerations, and recent reforms such as HPKS–MKK integration for bearer shares.

2. Legal Basis for Seizure of Shares

2.1. The Enforcement Framework

Under Turkish law, the enforcement process begins upon issuance of a payment order (ödeme emri) against the debtor by the Enforcement Office (İcra Dairesi). When the debtor fails to satisfy the debt within the statutory period (seven days in ordinary proceedings), the creditor may request seizure of assets, including intangible rights such as company shares (İİK Art. 85–88).

According to Article 88/1 of the İİK, any asset or right of economic value belonging to the debtor can be attached, provided it is transferable or capable of generating monetary value. Shares — whether in a limited company or joint stock company — therefore qualify as attachable property.

2.2. Territorial Reach and the Foreign Element

Even if the debtor is a foreign individual or company, Turkish enforcement authorities may execute against any property situated within Turkey’s jurisdiction, including equity interests registered at Turkish trade registries or recorded in the Central Securities Depository (MKK).
This territorial nexus renders the foreign element irrelevant to the procedural aspect of seizure — although it can complicate service, recognition of title, and subsequent distribution.

3. Differentiating Between Company Types

3.1. Joint Stock Companies (Anonim Şirket – A.Ş.)

Shares in joint stock companies may take three primary forms:

Registered shares (nama yazılı paylar)
Bearer shares (hamiline yazılı paylar)
Interim certificates (ilmühaber)

Each category requires a distinct enforcement technique.

3.2. Limited Liability Companies (Limited Şirket – Ltd. Şti.)

In limited companies, shareholders hold quotas (paylar) rather than negotiable shares. These are non-transferable by endorsement and must be transferred by notarized share transfer agreement and registration at the Trade Registry (TTK Art. 595).
Consequently, seizure and sale of LLC quotas follow a more formalized and registry-dependent process.

4. Attachment of Joint Stock Company Shares

4.1. Registered (Nama Yazılı) Shares

For registered shares that have no share certificate issued, the seizure is effected through notification to the company:

The Enforcement Office serves a seizure notice (haciz müzekkeresi) to the company, instructing it to record the attachment in its share ledger (pay defteri).
The seizure becomes effective upon service, even if the ledger entry has not yet been made (Yargıtay 12. HD, 2016/2398 E., 2016/10421 K.).
The company is forbidden to register any transfer until the enforcement process is completed.

If a share certificate or interim certificate exists, the Enforcement Office may require the debtor to surrender the certificate. If necessary, the creditor may request forced delivery (İİK Art. 88/2).

4.2. Bearer (Hamiline) Shares and HPKS–MKK Integration

Since 2021, bearer shares in non-public joint stock companies are subject to electronic reporting to MKK (Central Securities Depository) through the HPKS (Hamiline Pay Kayıt Sistemi) platform.
Failure to register bearer shares in MKK prevents shareholders from exercising rights such as voting and dividend collection.

For enforcement purposes, this reform means that:

The Enforcement Office can identify and block bearer shares through MKK records.
The seizure can be recorded electronically, freezing any transfer attempt.
The eventual buyer at auction will be recognized as the new holder through MKK updates post-sale.

This digitization enhances transparency but requires coordination with MKK to verify share ownership before initiating attachment.

5. Attachment of Limited Liability Company Quotas

Unlike joint stock shares, LLC quotas are not negotiable instruments. Their transfer requires:

A notarized share transfer agreement, and
Approval of the General Assembly (unless restricted in the Articles).

Thus, when a creditor seeks to seize LLC shares:

The Enforcement Office serves notice to the company and the Trade Registry.
The seizure is noted in the company ledger.
The creditor may subsequently request valuation and sale of the quota via auction.

However, the transfer to the auction purchaser requires approval and registration at the Trade Registry.
Yargıtay has consistently held that LLC share seizures are valid only upon such registration, since third parties gain rights only after public disclosure (Yargıtay 12. HD, 2019/1524 E., 2020/6781 K.).

6. Valuation and Auction Process

6.1. Valuation (Kıymet Takdiri)

Before liquidation, the Enforcement Office appoints an expert to determine the fair market value of the shares. The expert’s report must evaluate:

The company’s assets and liabilities,
Current market performance, and
Any transfer restrictions under the Articles of Association.

The creditor or debtor may object to the expert’s valuation within seven days.

6.2. Electronic Sale (E-Satış)

Since March 2022, all enforcement auctions in Turkey are conducted via the UYAP Electronic Sales Portal (İcra Dairesi Başkanlığı E-Satış Sistemi).

Through this platform:

Auctions are announced online,
Bidders register digitally,
Deposits are paid electronically,
The winning bid is confirmed via UYAP authentication.

For share sales, the Enforcement Office uploads valuation reports and auction details, and once the process concludes, issues a sale certificate (satış tutanağı) enabling transfer formalities.

7. Post-Auction Transfer and Registration

7.1. In Joint Stock Companies

After the auction:

The sale decision becomes final after the statutory objection period,
The buyer presents the sale certificate to the company,
The company updates its share ledger, and
If applicable, MKK (for bearer shares) or the physical certificate transfer completes ownership.

The buyer becomes the shareholder upon registration or possession, depending on the share type.

7.2. In Limited Liability Companies

The buyer must:

Obtain notarized approval from the company,
Register the change at the Trade Registry,
Update the company ledger.

The buyer’s rights are enforceable only after registration — thus, enforcement practitioners must anticipate procedural delays and ensure the company cooperates.

8. Voting, Dividends, and Restrictions During Attachment

Once shares are seized:

The debtor retains voting rights unless otherwise ordered by the court.
The creditor cannot attend general assemblies or vote.
Dividends declared during seizure may be separately attached and deposited into the enforcement file.

The Supreme Court (Yargıtay 12. HD, 2017/3142 K.) held that an enforcement officer cannot authorize the creditor to exercise voting rights, as attachment does not transfer ownership but merely restricts disposal.

9. Cross-Border Considerations

When the debtor is foreign, certain international aspects arise:

Service of Process:
If the enforcement file stems from a foreign judgment, service must comply with Hague Service Convention or bilateral treaties.
Recognition and Enforcement (Exequatur):
A foreign judgment must be recognized by Turkish courts (Law No. 5718, Articles 50–59) before execution can proceed.
Currency and Valuation:
Foreign currency debts are converted into Turkish lira based on CBRT rates at enforcement initiation (İİK Art. 58/2).
Public Policy Considerations:
Turkish courts may refuse enforcement of foreign judgments that violate Turkish public policy (ordre public), though this rarely affects commercial share seizures.

10. Yargıtay Jurisprudence Overview

Several Supreme Court decisions provide guidance:

Yargıtay 12. HD, 2016/2398 E., 2016/10421 K. — Effectiveness of share attachment upon service to the company, even absent ledger entry.
Yargıtay 12. HD, 2017/3142 K. — Creditor cannot exercise voting rights merely due to attachment.
Yargıtay 19. HD, 2019/2114 K. — LLC share seizures require registry notation to bind third parties.
Yargıtay HGK, 2015/12-1684 K. — Valuation errors may invalidate share sale if price is grossly disproportionate to fair value.

These decisions reinforce that procedural precision determines enforceability and value realization.

11. Practical Challenges and Strategies

11.1. Identifying Share Ownership

Many foreign debtors conceal ownership through:

Intermediary entities,
Nominee shareholders,
Off-shore holdings.

Due diligence on MERSİS, Trade Registry Gazette, and MKK disclosures is crucial before filing attachment requests.

11.2. Cooperation from the Company

Companies may resist cooperation, especially if controlled by the debtor. In such cases, the Enforcement Office may impose administrative fines or seek criminal sanctions for obstruction (İİK Art. 338).

11.3. Low Auction Prices

Because share valuation is complex, auctions may attract few bidders. Creditors often negotiate assignment (devralma) under İİK Art. 121 to acquire the shares directly instead of risking undervaluation.

12. Tax and Regulatory Implications

The sale of company shares under enforcement may trigger stamp tax, VAT, or transfer taxes, though certain exemptions apply for judicial sales.
Foreign creditors acquiring shares must also comply with foreign investment notification requirements under Decree No. 4875 and may require permission from Sectoral Authorities (e.g., Banking Regulation and Supervision Agency, Energy Market Authority).

13. Best Practice Recommendations

Confirm Share Type and Registry Status early — determine if MKK/HPKS applies.
Coordinate with Company and Registry to ensure recognition of the seizure.
Request concurrent attachment of dividends and receivables.
Object to low valuations promptly to safeguard fair sale value.
Anticipate post-auction registration formalities when advising potential bidders.

14. Conclusion

The seizure and liquidation of a foreign debtor’s company shares in Turkey represents one of the most technically demanding yet effective enforcement tools available under Turkish law.
While the procedural path is well established — attachment, valuation, auction, and registration — success depends on careful alignment between Enforcement Law (İİK) and Company Law (TTK) provisions.

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