Introduction: Can Foreigners Buy or Transfer Shares in a Turkish Company?

Yes. Foreign individuals and foreign companies may generally acquire shares in companies established in Turkey and may subsequently transfer those shares to Turkish or foreign investors.

Turkey’s foreign direct investment regime is based on the principle of equal treatment. The official Investment Office confirms that the conditions applicable to company establishment and share transfers are generally the same for international investors as for domestic investors. In other words, there is no general requirement to obtain government permission merely because the buyer or seller of shares is foreign, unless the company operates in a sector subject to special regulation.

However, the legal procedure depends heavily on the type of Turkish company.

A share transfer in a:

Limited Liability Company – Limited Şirket (Ltd. Şti.)

is materially different from a transfer in a:

Joint Stock Company – Anonim Şirket (A.Ş.).

In a Turkish limited company, the transfer normally requires a written share transfer agreement with notarised signatures, shareholder approval unless the articles provide otherwise, updating the company’s share records and registration of the change with the Trade Registry.

In a joint stock company, share transfers are generally more flexible. The procedure depends on whether the shares are registered or bearer shares, whether share certificates have been issued, whether the articles restrict transfers and whether the transaction results in a change of control requiring regulatory or competition clearance.

Foreign-owned companies also face additional issues that purely domestic share transfers may not involve.

These may include:

• apostilled corporate documents from the foreign purchaser;
• E-TUYS foreign investment reporting;
• regulatory approvals in licensed sectors;
• Competition Authority clearance;
• tax consequences in Turkey and the seller’s home jurisdiction;
• foreign shareholder work permit implications;
• and due diligence concerning historical company liabilities.

There is also a particularly important risk when acquiring shares in a Turkish limited company: Turkish legislation can make both the transferor and transferee responsible for certain pre-transfer public debts under specific circumstances.

Accordingly, transferring Turkish company shares should not be treated as a simple administrative formality.

A properly structured transaction should answer four questions:

What exactly is being transferred?

What approvals are required?

What liabilities remain inside the company?

What legal protections does the buyer have if undisclosed problems emerge after closing?

This guide explains how to transfer shares in foreign-owned Turkish companies in 2026 and the principal corporate, foreign investment, tax and transaction risks that should be considered.

1. Can a Foreign Investor Acquire 100% of a Turkish Company?

Generally, yes.

Turkey does not impose a general rule requiring an ordinary Turkish company to retain a Turkish shareholder after a share transfer.

A company can therefore move from:

Turkish Shareholder – 100%

to:

Foreign Investor – 100%

or from:

Foreign Investor A – 60%
Turkish Investor B – 40%

to:

Foreign Investor C – 100%.

The Investment Office expressly confirms that international investors may acquire shares in existing Turkish companies and that share transfer conditions are generally the same as those applied to Turkish investors.

The principal exception is where special legislation regulates the relevant sector.

For example, businesses operating in certain areas of finance, insurance, payments, energy, telecommunications or other licensed sectors may require regulatory approval for changes in ownership or control.

The fact that the Turkish Commercial Code permits a share transfer does not necessarily mean that a sector regulator permits the transaction to close without approval.

2. Limited Company or Joint Stock Company: Why Does the Company Type Matter?

The first step in any Turkish share transfer is identifying the legal form of the target company.

The basic procedural distinction can be summarised as follows:

These differences are one reason why venture-backed startups, private equity structures and companies expecting frequent investor changes often prefer an A.Ş.

3. How Is a Share Transferred in a Turkish Limited Liability Company?

The transfer of a limited company capital share is governed primarily by Article 595 of the Turkish Commercial Code.

The law requires the share transfer—and the transaction creating the obligation to transfer—to be made in writing, with the signatures of the parties certified by a notary.

Unless the articles of association provide otherwise, the transfer also requires approval of the company’s general assembly. Importantly, the transfer becomes effective with that approval. The articles can impose additional restrictions or, in some circumstances, even prohibit transfers.

A standard Ltd. Şti. share transfer therefore generally involves:

1. reviewing the articles of association;
2. agreeing commercial terms;
3. signing the share transfer agreement;
4. notarising the signatures;
5. obtaining the required general assembly approval;
6. updating the shareholder records;
7. applying to the Trade Registry;
8. completing applicable foreign-investment notifications.

There can be important variations depending on the articles.

4. Can the General Assembly Reject a Limited Company Share Transfer?

Potentially, yes.

Article 595 provides that, unless the articles state otherwise, general assembly approval is required.

The Turkish Commercial Code also permits the general assembly, in the absence of a different articles provision, to reject the transfer without necessarily providing a reason.

Moreover, the articles may prohibit transfers altogether.

There is an important timing rule: if the general assembly does not reject the request within three months after the application, approval is deemed to have been granted.

This means a foreign investor negotiating the acquisition of an Ltd. Şti. should review the articles before signing an unconditional acquisition agreement.

Imagine that a foreign buyer signs an agreement to purchase 40% of a Turkish limited company and pays a substantial deposit.

Only afterwards does the buyer discover that the articles require shareholder approval and the controlling shareholder refuses the transfer.

That problem could have been avoided by making approval a condition precedent to closing.

5. Registration of a Limited Company Share Transfer

Article 598 of the Turkish Commercial Code requires company managers to apply to the Trade Registry for registration of the change in capital shares.

If the managers fail to submit the application within 30 days, the departing shareholder can apply to have their name removed in relation to the transferred shares, after which the Trade Registry may require the company to identify the purchaser.

Therefore, the share transfer process should not end when the notary signs the agreement.

The corporate records must also be updated properly.

This is especially important where the departing foreign shareholder wants to demonstrate clearly that they are no longer part of the company.

6. Update the Limited Company’s Share Ledger

Article 594 of the Turkish Commercial Code requires a limited company to maintain a share ledger containing information such as:

shareholders, addresses, number and nominal value of shares, share groups, transfers and transitions, as well as usufruct and pledge information.

The company’s share ledger should therefore reflect the new ownership structure immediately following completion of the transaction.

This becomes even more important under the 2026 electronic corporate-book regime.

7. ETDS Has Changed Share Ledger Administration in 2026

Turkey has introduced the Electronic Commercial Book System – Elektronik Ticari Defter Sistemi (ETDS).

The Ministry of Trade confirms that companies registered from 1 January 2026 onward are required to keep their:

• share ledger; and
• general assembly meeting and negotiation book

electronically through ETDS.

Companies whose incorporation or articles amendments require Ministry permission also became subject to the relevant transition rules, while maintaining the board resolution book electronically remains optional.

This has practical consequences for share transfers.

A 2026 transaction involving a company whose share ledger is maintained electronically should include an ETDS update as part of the closing and post-closing checklist.

A foreign investor should therefore not be satisfied merely with:

“The seller gave us a signed share transfer agreement.”

The company’s legally maintained ownership records must correspond with the transaction.

8. How Are Shares Transferred in a Turkish Joint Stock Company?

Share transfers in an A.Ş. are generally more flexible.

Under Article 490 of the Turkish Commercial Code, registered shares are generally freely transferable unless the law or the articles of association provide otherwise.

Where a registered share certificate has been issued, transfer by legal transaction can be completed through endorsement of the registered share certificate and delivery of possession to the purchaser.

However, an A.Ş. share transfer analysis should distinguish between:

registered shares;

bearer shares;

uncertificated shares;

and, for public companies, shares subject to the capital markets book-entry system.

The articles of association should always be checked for transfer restrictions.

9. Can a Turkish A.Ş. Restrict the Transfer of Registered Shares?

Yes, within the limits established by the Turkish Commercial Code.

Article 492 allows the articles of association to make registered share transfers subject to company approval.

The law also contains special rules for unpaid registered shares and for non-listed companies.

For example, where registered shares have not been fully paid, company approval may generally be required, subject to statutory exceptions. The company may also have certain rights to reject a transfer where the articles contain legitimate restrictions permitted under the Commercial Code.

Therefore, the statement:

“A.Ş. shares can always be transferred freely”

is too broad.

The correct statement is:

A.Ş. share transfers are generally more flexible, but the articles, share status and statutory restrictions must still be reviewed.

10. Why Is the A.Ş. Share Ledger Important?

For registered and uncertificated shares, the company’s share ledger remains critical.

Article 499 provides that holders of uncertificated shares and registered share certificates are recorded in the share ledger.

Importantly, in the relationship with the company, only the person registered in the share ledger is recognised as shareholder or usufruct holder under the relevant provision.

Therefore, after acquiring registered shares, the foreign purchaser should ensure that the company formally recognises the transfer and updates the share ledger.

A buyer should not pay millions for shares and then leave the seller recorded indefinitely as the shareholder in the company’s corporate books.

11. Bearer Shares Require MKK Notification

Bearer shares deserve special attention because the old rule—“delivery of the physical certificate is enough”—is no longer sufficient on its own for effectiveness toward the company and third parties.

Under the current bearer share regime, transfers of bearer share certificates must be notified to the Central Securities Depository of Türkiye – Merkezi Kayıt Kuruluşu (MKK).

The applicable MKK regulation states that a bearer share transfer becomes effective against the company and third parties through both:

transfer of possession

and

notification of the acquisition to MKK.

The notification can be made by the purchaser or, where the purchaser applies to the company, through the company.

MKK maintains the Bearer Share Registration System – Hamiline Pay Kayıt Sistemi (HPKS) for this purpose.

Therefore, a foreign purchaser acquiring bearer shares in a Turkish A.Ş. should ensure that the MKK/HPKS process is properly completed.

12. Do A.Ş. Share Transfers Need Trade Registry Registration?

Ordinary share transfers in an A.Ş. are generally not subject to the same individual Trade Registry registration and announcement procedure applicable to limited company share transfers.

The Ministry of Trade’s share-transfer guidance distinguishes the two structures: limited company share transfers involve notarisation, approval and Trade Registry processes, while ordinary joint stock share transfers follow the rules applicable to the relevant share form.

However, this does not mean the Trade Registry is never relevant to an A.Ş. acquisition.

A transaction may simultaneously involve changes to:

• board composition;
• articles of association;
• company representation;
• registered capital;
• share classes;
• trade name;
• or other registered information.

Those changes can require separate Trade Registry filings.

A proper closing checklist should therefore distinguish the share transfer itself from the corporate changes accompanying the transfer.

13. What Documents Does a Foreign Share Buyer Need?

The necessary documentation depends on whether the foreign buyer is an individual or legal entity.

A foreign individual purchaser commonly needs:

• passport documentation;
• Turkish tax identification details;
• appropriate translations;
• and powers of attorney if represented.

Where the purchaser is a foreign company, additional documentation may include:

• certificate of activity or corporate registry extract;
• board/shareholder resolution authorising the acquisition;
• evidence of authorised signatories;
• power of attorney;
• and corporate constitutional documents where required.

Turkey’s official Investment Office states that documents executed abroad for Turkish corporate procedures generally need proper notarisation and apostille or Turkish consular authentication, followed by official Turkish translation and notarisation in Turkey.

Therefore, corporate document preparation should begin before the scheduled closing date.

A transaction can be delayed simply because the foreign buyer’s board resolution was not apostilled correctly.

14. The Foreign Buyer’s Corporate Resolution Should Be Specific

Where the acquirer is a foreign company, its authorising corporate resolution should clearly identify the transaction.

Depending on the jurisdiction and Trade Registry requirements, the resolution may need to address:

• name of the Turkish target;
• percentage or number of shares to be purchased;
• purchase authority;
• representatives authorised to sign;
• powers of attorney;
• potential management appointments;
• and other closing actions.

Generic language such as:

“The director may conduct business in Turkey”

may not always be sufficient for a complex acquisition.

Foreign corporate authority should be verified under both:

the buyer’s home-country law

and

Turkish closing requirements.

15. Is E-TUYS Notification Required After a Foreign Share Transfer?

Foreign-invested Turkish companies must consider E-TUYS – the Electronic Incentive Application and Foreign Investment Information System.

Turkey’s official investment guidance identifies the FDI Share Transfer Data Form as one of the foreign investment data sets collected electronically through E-TUYS.

The Ministry’s current E-TUYS guidance also specifically addresses updating the company’s ownership structure following:

• share transfer;
• capital increase;
• or a combination of share transfer and capital increase.

This can be relevant where:

a foreign shareholder acquires shares in a previously Turkish-owned company;

one foreign shareholder sells to another foreign shareholder;

foreign ownership percentages change;

or a foreign shareholder exits.

E-TUYS should therefore form part of the post-closing compliance checklist, not be treated as an optional statistical filing.

16. Are Foreign Share Transfers Subject to Prior Government Approval?

Ordinarily, there is no general foreign-investment approval requirement simply because a foreign investor purchases shares.

The Foreign Direct Investment framework is based on freedom of investment and equal treatment.

However, the Investment Office’s current legal guidance expressly notes that regulated sectors may require prior written approval when share transfers cross particular thresholds.

Potentially relevant sectors include, depending on the business:

• banking;
• insurance;
• payment services;
• capital markets;
• energy;
• telecommunications;
• broadcasting;
• and other licensed industries.

Therefore, due diligence should examine every operating licence held by the target and ask:

Does a change in ownership or control require regulatory notification or prior consent?

A share purchase agreement should make such approval a condition precedent where necessary.

17. Does Competition Authority Approval Apply to Share Transfers?

Sometimes.

A share transfer can constitute a merger-control transaction if it creates a lasting change of control over a business and the relevant Turkish turnover thresholds are met.

Turkey materially updated its merger-control thresholds in February 2026.

The Competition Authority announced that the principal figures were increased so that:

• the former TRY 250 million individual threshold became TRY 1 billion;
• the former TRY 750 million Turkish turnover threshold became TRY 3 billion;
• the former TRY 3 billion worldwide turnover threshold became TRY 9 billion.

Under the basic current structure, this translates into notification analysis broadly involving either the parties’ combined Turkish turnover exceeding TRY 3 billion with at least two relevant parties individually exceeding TRY 1 billion in Turkey, or—for acquisitions—the Turkish turnover of the transferred business/assets exceeding TRY 1 billion and another transaction party having worldwide turnover above TRY 9 billion, subject to the detailed provisions and special rules.

The Competition Authority also updated its control and merger guidelines in May 2026.

Not every minority share acquisition is therefore reportable.

The first question is whether the transaction gives the buyer control or joint control.

Example

Buying 5% of an A.Ş. purely as a passive financial investment may not create control.

Buying 40% together with:

• veto rights over budget;
• management appointments;
• strategic business plan;
• major investments;

could potentially create joint control depending on the exact rights.

Competition analysis should therefore examine both:

percentage ownership

and

governance rights.

18. Do Not Acquire Shares Before Conducting Due Diligence

A foreign purchaser acquiring shares is not merely purchasing a certificate.

The purchaser is investing in a company with a history.

The Turkish company remains the same legal entity after closing.

Its historical liabilities remain inside it.

Therefore, the buyer should investigate matters such as:

• tax;
• SGK;
• employees;
• litigation;
• enforcement proceedings;
• bank debt;
• guarantees;
• regulatory licences;
• material contracts;
• intellectual property;
• real estate;
• data protection;
• environmental liabilities;
• and related-party transactions.

Example

A foreign investor buys 80% of a Turkish manufacturing company.

Six months later, a tax audit concerning a period before the acquisition produces a TRY 30 million assessment.

The shareholder may not have created the tax problem.

But economically, the investor now owns 80% of the company that must deal with it.

This is why the transaction documents should allocate historical risk between seller and buyer.

19. Limited Company Buyers Face an Additional Public Debt Risk

This is one of the most important legal issues in Turkish limited company acquisitions.

Article 35 of Law No. 6183 provides that limited company shareholders can be directly liable in proportion to their shareholding for public receivables that cannot be collected, wholly or partly, from the company or are considered uncollectible.

Even more importantly for share transfers, the law provides that where a shareholder transfers their limited company interest, the transferor and transferee can be held jointly responsible for pre-transfer public receivables under the statutory framework.

This is a major difference between:

“The company has old tax debts.”

and

“I am personally safe because I only became shareholder yesterday.”

In an Ltd. Şti. acquisition, that assumption may be wrong for qualifying public debts.

Therefore, due diligence should include:

• tax status;
• SGK/public debts;
• tax audit history;
• outstanding assessments;
• payment orders;
• and periods still open to review.

20. A Share Purchase Agreement Should Be More Than a One-Page Transfer Form

The legal document required to implement the corporate transfer and the commercial Share Purchase Agreement – SPA serve different purposes.

In a sophisticated transaction, the SPA should regulate matters such as:

• shares being sold;
• purchase price;
• currency;
• price adjustment;
• locked-box or completion accounts;
• conditions precedent;
• regulatory approvals;
• Competition Authority approval;
• warranties;
• tax warranties;
• indemnities;
• escrow;
• holdback;
• limitation periods;
• non-compete;
• confidentiality;
• closing;
• post-closing cooperation;
• governing law;
• arbitration or courts.

A short notarised Ltd. Şti. transfer document may satisfy certain corporate formalities.

It does not automatically provide sophisticated protection against undisclosed liabilities.

21. What Warranties Should a Foreign Buyer Request?

The scope depends on the transaction, but a buyer commonly wants contractual protection concerning:

Shares and title: seller owns the shares and may transfer them.

Corporate status: company is validly incorporated and corporate records are accurate.

Accounts: financial information fairly reflects the company’s position.

Tax: returns and payments have been completed.

Employees: employment obligations have been properly satisfied.

Contracts: material contracts are valid and disclosed.

Litigation: no undisclosed material disputes exist.

IP: company owns or lawfully uses critical intellectual property.

Compliance: necessary licences and regulatory requirements are satisfied.

Data protection: material KVKK obligations and incidents have been disclosed.

A warranty does not make an undisclosed problem disappear.

It gives the purchaser a contractual remedy if the statement proves false.

22. Use Specific Indemnities for Known Risks

Suppose due diligence identifies an unresolved tax audit.

The buyer can:

• abandon the transaction;
• reduce the price;
• postpone closing;
• require the seller to resolve it;
• or complete the acquisition with a specific tax indemnity.

A generic warranty may not provide enough protection for a known issue.

Specific indemnities can address identified risks such as:

• ongoing tax inspection;
• employee litigation;
• environmental claim;
• regulatory investigation;
• unpaid social security;
• IP dispute.

For large acquisitions, part of the purchase price can also be retained in escrow or withheld for a specified period.

23. Closing Should Be Structured as a Coordinated Event

A strong share transfer transaction separates:

signing

from

closing

where conditions must be fulfilled first.

Possible conditions precedent may include:

• shareholder approval;
• regulator consent;
• Competition Authority approval;
• lender consent;
• waiver of change-of-control rights;
• release of share pledges;
• repayment of shareholder loans;
• delivery of foreign corporate documents;
• and completion of required restructuring.

At closing, the parties should coordinate:

share transfer → purchase price → corporate approvals → share ledger → management changes → bank authority → resignation/appointment documents → Trade Registry filings → E-TUYS.

The buyer should avoid a situation where the entire price is paid but the corporate transfer remains incomplete.

24. Check for Share Pledges, Attachments and Restrictions Before Closing

Shares themselves can be subject to legal restrictions.

For example, there may be:

• share pledge;
• attachment;
• court injunction;
• contractual prohibition;
• pre-emption right;
• right of first refusal;
• call option;
• or transfer restriction in the articles/shareholders’ agreement.

A buyer should therefore obtain evidence that the seller can deliver the shares free from undisclosed third-party rights.

A statement from the seller saying:

“I own 60%”

does not establish that the 60% is transferable free and clear.

25. Existing Shareholders’ Agreements Must Be Reviewed

A target company may already have a shareholders’ agreement.

That agreement may contain:

• pre-emption;
• ROFR;
• tag-along;
• drag-along;
• consent rights;
• lock-up;
• competitor restrictions;
• change-of-control provisions;
• or rights that terminate when shares change hands.

A foreign investor purchasing shares without reading the existing agreement can acquire a very different legal position from what was expected.

The SPA should therefore not be signed until all shareholder-side contractual restrictions are reviewed.

26. Taxation of Share Transfers Must Be Analysed Before Price Is Agreed

The tax treatment of a Turkish company share sale can vary materially according to:

• seller being an individual or company;
• seller’s tax residence;
• Ltd. Şti. or A.Ş.;
• whether A.Ş. shares are represented by qualifying share certificates;
• holding period;
• applicable double tax treaty;
• and whether the activity constitutes ordinary investment or commercial trading.

Individual Sellers

Turkey’s Revenue Administration confirms that gains from disposal of partnership rights or interests can constitute capital appreciation income.

The Revenue Administration’s 2026 guidance specifically lists gains arising from the disposal of partnership rights or shares within the relevant capital-gains framework.

An important distinction applies to certain share certificates of fully taxable Turkish corporations: shares held for more than two years can fall outside the relevant individual capital-gain rule under the statutory conditions.

By contrast, the Revenue Administration has specifically explained that gains from an individual’s disposal of an Ltd. Şti. partnership interest are treated as capital appreciation gains; a long holding period does not automatically create the same share-certificate treatment available to qualifying A.Ş. share certificates.

This difference can materially affect exit planning.

Corporate Sellers

For Turkish corporate taxpayers, the Revenue Administration’s 2026 Corporate Tax Guide states that 50% of gains from qualifying participation shares held for at least two full years can currently benefit from the participation-share sale exemption where the statutory conditions are fulfilled.

Foreign sellers require an additional review of:

• Turkish source rules;
• the seller’s jurisdiction;
• and the applicable double taxation treaty.

Therefore, the parties should not assume that the same gross purchase price creates the same net proceeds for every seller.

27. Are Share Transfer Transactions Exempt From Turkish Fees?

The Ministry of Trade states that under Article 123 of the Turkish Fees Law, transactions relating to the establishment, share transfer, capital increase, merger, demerger and type conversion of capital companies are exempt from the fees specified under that law.

However, this should not be interpreted as meaning that a Turkish share acquisition has zero transaction costs.

Depending on the structure, expenses can still include:

• notary charges;
• translations;
• apostille/legalisation;
• Trade Registry expenses;
• advisers;
• tax;
• MKK-related costs;
• and due diligence.

The total closing budget should therefore be calculated in advance.

28. Can a Foreign Shareholder’s Work Permit Be Affected by the Transfer?

Yes.

Company ownership and work authorisation are separate, but a share transfer can affect the facts on which an existing or planned foreign shareholder work permit is based.

For example, a foreign founder may reduce ownership from 60% to 10%.

If the person’s work permit depends on qualification as a foreign company partner, the change in:

• capital contribution;
• shareholder percentage;
• or company structure

may need to be reviewed under the Ministry of Labour’s current work permit criteria.

Similarly, a new foreign purchaser who intends to become an active manager should not assume that acquiring shares automatically authorises work.

Share transfer planning should therefore coordinate corporate law and immigration law where foreign shareholders are operationally active.

29. Practical Example: Foreign Investor Buys 70% of a Turkish Ltd. Şti.

Assume a German company wants to acquire 70% of a Turkish logistics Ltd. Şti.

The transaction should not simply consist of sending money to the seller and signing a notary document.

A more appropriate sequence could be:

Step 1: Conduct corporate, tax, SGK, employment, licence and litigation due diligence.

Step 2: Review the articles for share-transfer restrictions.

Step 3: Review historical public debts because Article 35 of Law No. 6183 creates special transferor/transferee exposure for qualifying pre-transfer public receivables.

Step 4: Prepare the SPA with warranties, tax indemnity and escrow.

Step 5: Prepare the German buyer’s corporate resolution, activity certificate and power of attorney with proper apostille and Turkish translation.

Step 6: Sign the legally required limited company share transfer documentation and notarise signatures.

Step 7: Obtain general assembly approval where required.

Step 8: Complete Trade Registry registration.

Step 9: Update the share ledger/ETDS as applicable.

Step 10: Update the foreign ownership data through E-TUYS.

The difference between this process and a one-page share transfer is the difference between transferring shares and safely acquiring a business.

30. Practical Example: Foreign VC Fund Buys Shares in a Turkish A.Ş.

Assume a foreign venture capital fund invests USD 10 million in a Turkish technology A.Ş.

Rather than acquiring existing shares only, the transaction includes:

• purchase of founder shares;
• capital increase;
• new preferred-like investor governance rights;
• investor board seat;
• veto rights;
• and an employee option pool.

The legal process should examine:

• registered share status;
• share certificates;
• articles restrictions;
• pre-emption rights;
• capital increase;
• investor rights;
• shareholders’ agreement;
• Competition Authority implications;
• E-TUYS;
• ETDS;
• and foreign purchaser documents.

Because the target is a technology undertaking, Turkish merger-control rules deserve particularly careful review; technology acquisitions have historically been subject to special merger-control treatment, and Turkey’s merger-control thresholds and guidelines were again updated in 2026.

The parties should complete competition analysis before closing rather than assuming that a minority percentage automatically falls outside merger control.

Common Mistakes in Foreign Share Transfers

The most frequent mistakes include:

• assuming a Ltd. Şti. transfer works like an A.Ş. transfer;
• signing before checking transfer restrictions;
• paying before shareholder approval;
• failing to conduct public-debt due diligence;
• forgetting E-TUYS;
• failing to update the share ledger;
• ignoring MKK notification for bearer shares;
• using incomplete foreign corporate documents;
• failing to obtain regulatory approval;
• ignoring Competition Authority clearance;
• treating a notarial transfer document as a complete SPA;
• failing to obtain tax warranties;
• and assuming a foreign shareholder may immediately work in the company.

Each may be inexpensive to avoid before closing and expensive to correct afterwards.

Frequently Asked Questions About Share Transfers in Foreign-Owned Turkish Companies

Can a foreigner buy shares in a Turkish company?

Yes. International investors generally have the same rights and obligations as domestic investors regarding company establishment and share transfers.

Can a foreign investor buy 100% of the company?

Generally yes, unless special sector legislation imposes another restriction or approval requirement.

Does a Turkish shareholder have to remain in the company?

Not generally for an ordinary commercial company.

How is an Ltd. Şti. share transferred?

The share transfer agreement must generally be in writing with signatures notarised. Unless the articles provide otherwise, general assembly approval is required. The transfer must also be reflected through the relevant Trade Registry and share ledger processes.

Can the Ltd. Şti. general assembly reject the buyer?

Yes, subject to the Turkish Commercial Code and the company’s articles. If the request is not rejected within three months, approval is deemed given under Article 595.

Does an A.Ş. share transfer require a notary?

There is no universal notarial validity requirement equivalent to the rule applicable to Ltd. Şti. shares. The correct transfer mechanism depends on the share type and corporate structure.

How are registered A.Ş. share certificates transferred?

Under Article 490, legal transfer can be completed through endorsement and transfer of possession of the registered share certificate, subject to applicable restrictions.

Must the new owner be recorded in the A.Ş. share ledger?

For relevant registered and uncertificated shares, yes. Article 499 provides that only the person registered in the share ledger is recognised as shareholder in relations with the company.

How are bearer shares transferred?

In addition to transfer of possession, the acquisition must be notified to MKK under the current bearer-share regime.

What is HPKS?

HPKS is MKK’s Bearer Share Registration System through which bearer share ownership and transfer notifications are maintained.

Is E-TUYS relevant to a foreign share transfer?

Yes. Foreign-invested companies are subject to electronic foreign investment data reporting, including the FDI Share Transfer Data Form and ownership updates.

Does every foreign acquisition require Competition Authority approval?

No. Merger-control approval depends on whether control changes and whether the applicable turnover thresholds and other requirements are met.

What are the principal 2026 Competition Authority thresholds?

The Competition Authority increased the relevant figures in February 2026: the individual threshold rose from TRY 250 million to TRY 1 billion, aggregate Turkish turnover from TRY 750 million to TRY 3 billion, and the relevant worldwide threshold from TRY 3 billion to TRY 9 billion.

Does buying a limited company expose the buyer to historical public debts?

Potentially. Under Article 35 of Law No. 6183, the transferor and transferee of an Ltd. Şti. interest can be jointly responsible for qualifying public receivables relating to the pre-transfer period.

Are share transfer gains taxable?

They can be. Tax treatment depends on the seller, company type, holding period, share-certificate status and applicable tax treaty.

Are A.Ş. and Ltd. Şti. shares taxed identically when an individual sells them?

Not necessarily. Current Revenue Administration guidance recognises special treatment for certain Turkish-company share certificates held for more than two years, whereas gains from disposal of Ltd. Şti. partnership rights fall within the capital appreciation framework.

Can a Turkish corporate shareholder benefit from an exemption when selling participation shares?

Potentially. Current 2026 guidance provides a 50% corporate tax exemption for qualifying participation-share sale gains where the shares have been held for at least two full years and the statutory requirements are satisfied.

Conclusion: What Is the Safest Way to Transfer Shares in a Foreign-Owned Turkish Company?

A foreign investor can generally acquire or dispose of shares in a Turkish company under the same broad legal framework applicable to Turkish investors.

Turkey’s foreign investment regime does not normally require special government permission merely because the buyer is foreign.

However, a legally safe share transfer requires much more than changing the shareholder’s name.

The first issue is the company type.

For an Ltd. Şti., Turkish law generally requires a written share transfer agreement with notarised signatures, general assembly approval unless the articles provide otherwise and registration of the ownership change through the Trade Registry.

The company’s share ledger must then reflect the new ownership.

For companies subject to the current electronic commercial book regime, the 2026 ETDS rules should also be followed. Companies registered from 1 January 2026 onward must keep their share ledger electronically through ETDS.

A.Ş. share transfers are generally more flexible.

Registered shares are, as a rule, freely transferable unless law or the articles provide otherwise, while registered share certificates can be transferred by endorsement and delivery under Article 490.

But registration in the share ledger remains crucial for recognition of the purchaser in dealings with the company.

Bearer shares require a further step.

Under the current regime, transfer must be notified to MKK through the applicable system in addition to the transfer of possession.

Foreign investors must then look beyond the Turkish Commercial Code.

If the target is foreign-invested, E-TUYS ownership and share-transfer information should be updated.

If the company operates in a regulated sector, regulatory approval may be needed before closing.

If the transaction creates a lasting change in control and the relevant turnover thresholds are met, Turkish Competition Authority clearance may also be required. Turkey materially increased its merger-control thresholds in February 2026 and updated its merger guidelines later that year.

For a foreign purchaser, due diligence is especially important.

Buying shares means acquiring an investment in an existing legal entity.

Historical:

tax debts, employee claims, litigation, guarantees, contracts, regulatory violations and KVKK problems

do not disappear merely because the shareholder changes.

Limited company acquisitions require an additional warning.

Article 35 of Law No. 6183 expressly provides for joint responsibility of the transferor and transferee concerning qualifying public receivables from before the share transfer.

That rule alone makes public-debt due diligence essential before acquiring an Ltd. Şti.

The commercial documentation should also be separated from the technical corporate transfer.

A notarial share transfer agreement may complete an important legal formality.

It does not replace a professionally drafted Share Purchase Agreement containing:

purchase price + conditions precedent + warranties + tax protection + indemnities + escrow + closing mechanics + dispute resolution.

Tax should also be modelled before the purchase price is fixed.

Individual sellers, corporate sellers, non-residents, A.Ş. share certificate holders and Ltd. Şti. shareholders can face different tax results.

Current Revenue Administration guidance demonstrates, for example, that certain fully taxable Turkish-company share certificates held for more than two years can receive different individual capital-gains treatment from ordinary partnership rights, while qualifying corporate participation share disposals can currently benefit from a 50% exemption subject to the statutory conditions.

For foreign sellers, the relevant double taxation treaty should also be examined before assuming Turkish tax treatment.

A well-structured foreign share acquisition in Turkey should therefore follow this sequence:

target identification → corporate structure review → due diligence → articles/shareholders’ agreement review → regulatory and Competition Authority analysis → tax analysis → SPA → foreign corporate documents → conditions precedent → formal share transfer → payment → Trade Registry/MKK as applicable → share ledger/ETDS → management changes → E-TUYS → post-closing compliance.

The key principle is straightforward:

Do not treat the transfer of shares as the acquisition of a percentage. Treat it as the acquisition of a legal position in a company with assets, contracts, rights, debts and history.

A foreign investor who acquires 70% of a Turkish company does not merely acquire “70% of the shares.”

Economically, the investor acquires exposure to 70% of the company’s future success—and to a substantial portion of the consequences of its past.

That is why the most important question before a Turkish company share transfer should not be:

“How do we register the foreign shareholder?”

It should be:

“What exactly will the foreign investor own, control and become exposed to once the share transfer closes?”

The corporate transfer documents answer only the first question.

Proper due diligence and transaction structuring answer the second.

This article reflects Turkish corporate, foreign investment, tax and competition legislation and publicly available official guidance as of August 2026. It is provided for general informational purposes only and does not constitute transaction-specific legal, tax, accounting, regulatory or investment advice. Every share transfer should be reviewed according to the target company’s legal form, articles, sector, shareholder structure, seller’s tax status, foreign ownership position and the size and control consequences of the transaction.