Introduction

A creditor obtains a judgment, starts enforcement proceedings and discovers that the debtor apparently owns nothing.

Yet only months earlier, the debtor owned:

• a profitable company;
• valuable company shares;
• machinery;
• vehicles;
• commercial real estate;
• inventory;
• or an operating business.

The creditor then discovers that shortly before enforcement proceedings began, the debtor transferred the company or its shares to:

• the debtor’s spouse;
• a child;
• a parent;
• a sibling;
• another relative;
• or a newly incorporated company controlled by family members.

The debtor may insist:

“I do not own the company anymore. You cannot seize it.”

Under Turkish enforcement law, that statement does not necessarily end the matter.

Articles 277–284 of the Turkish Enforcement and Bankruptcy Law No. 2004 (“EBL” or “İİK”) provide creditors with a powerful remedy known as the action for avoidance of dispositions — tasarrufun iptali davası.

The purpose of this action is not normally to declare the transfer absolutely invalid between the debtor and the relative.

Instead, where the statutory requirements are satisfied, the creditor may obtain the right to treat the transferred asset as though it had remained available for enforcement and may pursue compulsory execution against that asset.

The distinction is critical.

A debtor may therefore remain legally bound by the transfer to the spouse while simultaneously being unable to rely on that transfer against the successful creditor.

The problem becomes especially important in company structures because several different transactions may be described casually as:

“He transferred the company to his wife.”

Legally, however, this may mean very different things:

1. the debtor transferred company shares to the spouse;
2. the debtor company transferred its entire commercial enterprise;
3. company assets were transferred individually to a relative;
4. assets and customers were moved into a newly established family company;
5. the company was sold to a third party and the proceeds were concealed.

Each scenario requires a separate analysis.

1. What Is an Action for Avoidance of Dispositions?

Article 277 EBL provides the statutory framework for challenging dispositions identified in Articles 278, 279 and 280.

The action is available, in particular, to a creditor holding a temporary or final certificate of insolvency and, in bankruptcy, to the bankruptcy administration or creditors in the circumstances specified by law.

The objective is to protect the creditor against transactions through which the debtor has removed assets from the enforcement estate.

Typical examples include:

• gifts;
• transfers to family members;
• sales for substantially inadequate consideration;
• suspicious payments shortly before insolvency;
• transfers intentionally designed to prejudice creditors.

It is therefore the Turkish-law equivalent of what many jurisdictions would describe as a fraudulent conveyance, transaction avoidance or actio pauliana remedy.

2. The Transaction Is Not Normally Cancelled for Everyone

This point is frequently misunderstood.

If the creditor wins the case, ownership does not necessarily return formally to the debtor.

Article 283 provides that the successful creditor obtains the right to pursue compulsory execution against the transferred asset. In the case of immovable property, for example, the creditor may request attachment and sale without first correcting the land-register entry back into the debtor’s name.

The Court of Cassation similarly emphasises that avoidance is relative: the transaction is not completely erased, but the creditor is permitted to enforce against the transferred property as though it had not left the debtor’s assets.

Conceptually:

Debtor → transfers asset → spouse

The transfer may remain effective between:

Debtor ↔ Spouse

but may become ineffective against:

Successful Creditor

to the extent necessary to collect the creditor’s claim.

This feature makes avoidance particularly powerful where valuable company shares have been transferred.

3. Several Preconditions Must Exist Before the Court Examines Fraud

Turkish Court of Cassation jurisprudence consistently identifies several special prerequisites for an avoidance action.

The creditor should generally establish:

1. a genuine claim against the debtor;
2. a finalised enforcement proceeding against the debtor;
3. a disposition occurring after the debt giving rise to the enforcement claim arose;
4. a temporary or final certificate of insolvency.

The Court of Cassation’s 12th Civil Chamber reiterated these requirements in 2026 and held that whether the creditor’s claim arose before the challenged disposition must be examined by the court ex officio.

The General Assembly of Civil Chambers has likewise described these elements as special prerequisites of the action.

This means the court should ordinarily determine these preliminary matters before deciding whether the transfer to the spouse was fraudulent.

4. The Debt Must Generally Predate the Transfer

This requirement is one of the most important litigation issues.

Suppose:

1 January 2025: debtor transfers the company to his wife.

1 June 2025: debtor borrows TRY 10 million from the creditor.

2026: debtor fails to repay.

As a general rule, the creditor cannot rely on the debtor’s earlier transfer under the ordinary EBL avoidance regime merely because it later became inconvenient.

The creditor did not extend credit in reliance upon an asset that had already left the debtor’s estate.

The relevant date is not necessarily the enforcement date.

The key date is when the underlying debt legally arose.

In a 2026 decision, the Court of Cassation expressly reiterated that a challenged disposition must have occurred after the debt arose and that the actual legal source and formation date of the debt must be investigated.

This issue becomes particularly important for:

• continuing commercial relationships;
• framework credit agreements;
• current-account relationships;
• guarantees;
• promissory notes;
• invoices arising from long-term supply contracts.

5. An Insolvency Certificate Is Critically Important

Article 277 expressly refers to creditors holding a temporary or final insolvency certificate.

Court of Cassation jurisprudence treats the insolvency certificate as one of the special prerequisites of the statutory avoidance action.

Importantly, the General Assembly of Civil Chambers has stated that although the certificate is a prerequisite, it does not necessarily have to exist before the lawsuit is initially filed; it may, depending on the procedural circumstances, be produced later during the litigation.

Nevertheless, from a practical perspective, the creditor should ordinarily establish the enforcement deficiency as early as possible.

The file should clearly demonstrate:

The creditor attempted enforcement and the debtor’s remaining attachable assets were insufficient.

6. The Law Changed Significantly in December 2025

Practitioners should be particularly careful with older articles, books and precedents concerning Article 278.

Article 278 EBL was amended by Law No. 7571, effective 25 December 2025.

Under the current provision, ordinary gifts excluded, donations and gratuitous dispositions during the one-year period preceding the temporary or final insolvency certificate, an attachment record having the legal character of an insolvency certificate, or the opening of bankruptcy are subject to avoidance.

Accordingly, older summaries referring mechanically to the previous two-year regime should not be used without checking the applicable version of the legislation.

7. Transfers to a Spouse or Close Relative Receive Special Treatment

The current Article 278 is particularly important where the debtor transfers assets to family members.

Unless it is proven that the transaction was made for consideration consistent with the asset’s real value, certain transactions between the debtor and specified close persons are treated as equivalent to donations.

The current provision includes transactions with:

• descendants;
• ascendants;
• blood relatives up to and including the third degree;
• the debtor’s spouse;
• a person whose marriage with the debtor ended within the previous year;
• in-laws up to and including the third degree;
• adopter and adopted child;
• persons living together in the same household.

This creates a very important evidentiary advantage for creditors.

8. “I Sold the Company to My Wife” Does Not Necessarily Solve the Problem

Assume:

Company share value: TRY 40 million.

Debtor transfers shares to spouse.

The share-transfer agreement states:

Purchase price: TRY 1 million.

The debtor argues:

“This was not a gift. My wife purchased the shares.”

The court should not stop at the wording of the contract.

Under the current Article 278, the question includes whether the transfer was genuinely made for consideration corresponding to the real value.

If the spouse cannot establish genuine market-equivalent consideration, the statutory rules concerning transactions treated as donations may become applicable.

This is why valuation evidence can become decisive in company-share avoidance litigation.

9. Payment Must Be Real — Not Merely Written in the Agreement

Suppose the contract says:

Share price: TRY 25 million.

That does not necessarily prove that TRY 25 million was actually paid.

The creditor should investigate:

• buyer’s bank accounts;
• debtor’s bank accounts;
• payment dates;
• payment instructions;
• source of funds;
• whether money returned to the buyer;
• whether the spouse financially had the capacity to purchase the company.

Consider:

Spouse has no identifiable income exceeding TRY 50,000 per month.

Spouse allegedly purchases:

TRY 80 million company.

Purchase allegedly made:

in cash.

No bank transaction exists.

That scenario should be examined very carefully.

The practical evidentiary question is:

Where did the purchase money come from, and where did it go?

10. A Bank Transfer Is Also Not Automatically Conclusive

More sophisticated transactions may attempt to create an apparent payment trail.

Example:

Debtor transfers TRY 20 million to spouse.

↓

Two days later spouse transfers TRY 20 million back to debtor described as:

“company share purchase price.”

On paper, the spouse appears to have purchased the shares.

Economically, however, the debtor may have financed his own purchaser.

The creditor should therefore examine the full money flow rather than one isolated bank entry.

A useful forensic model is:

Source of funds → purchaser → debtor → subsequent destination

rather than merely:

Purchaser → debtor

11. Article 280 Provides a Broader Fraudulent-Intent Ground

Even if a transaction does not fall within the specific one-year Article 278 regime, Article 280 may still become relevant.

Article 280 provides, in substance, that transactions made by a debtor whose assets are insufficient to cover debts with the intention of prejudicing creditors may be avoided where the other party knew of the debtor’s financial condition and prejudicial intent, or where clear circumstances existed requiring such knowledge.

Article 280 therefore focuses on:

debtor’s financial insufficiency

intention to prejudice creditors

knowledge or legally relevant awareness of the counterparty.

This provision is extremely important for family transfers occurring outside Article 278’s one-year window.

12. Close Family Relationship Creates Another Powerful Presumption Under Article 280

Article 280 specifically provides a presumption regarding certain close relatives.

Where the third party is:

• the debtor’s spouse;
• descendant;
• ascendant;
• blood or affinity relative up to the third degree;
• adopter;
• adopted child,

the third person is presumed to know the debtor’s relevant financial circumstances for purposes of the statutory provision, subject to the defence mechanism provided by law.

This significantly strengthens the creditor’s position.

In an ordinary sale to an unrelated person, the creditor may struggle to prove:

“The purchaser knew the debtor was insolvent and transferring property to defeat creditors.”

Where the purchaser is the debtor’s spouse, the statutory structure is considerably less favourable to the transferee.

13. The One-Year Rule and Five-Year Rules Should Not Be Confused

There are several time rules in avoidance litigation.

They serve different purposes.

Article 278

Under the current version, specified gratuitous transactions are examined within the statutory one-year period described above.

Article 280

For intentional prejudice, the statute requires enforcement or bankruptcy proceedings against the debtor within five years of the transaction.

Article 284

The right to bring an avoidance action expires five years after the challenged disposition.

The Court of Cassation continues to treat Article 284’s five-year period as a mandatory limitation extinguishing the avoidance right.

Therefore:

A creditor should not wait simply because an enforcement proceeding is continuing.

The transfer date must be identified immediately.

14. What Exactly Does “Transferring the Company” Mean?

This is the central corporate-law question.

A company belongs to its shareholders.

Its individual assets belong to the company.

Accordingly, four different scenarios should be distinguished.

Scenario 1 — Share Transfer

The debtor personally owns 100% of Company A.

He transfers his shares to his wife.

The challenged asset is:

the shares.

Scenario 2 — Business Transfer

The debtor personally operates a commercial enterprise.

He transfers the entire enterprise to his brother.

The challenged transaction concerns:

the commercial enterprise.

Scenario 3 — Company Asset Transfer

Company A itself is the debtor.

Company A transfers:

• factory;
• machinery;
• stock;
• customers

to Company B, controlled by the shareholder’s spouse.

The challenged transactions are:

Company A’s asset transfers.

Scenario 4 — Business Migration

The company formally remains with the debtor, but its economic value is moved to a new family company.

This may involve:

• customer transfers;
• employee transfers;
• machinery transfers;
• inventory transfers;
• licences;
• contracts.

The creditor must determine what legally transferable assets were actually moved.

15. Transfer of Company Shares Can Be the Subject of an Avoidance Action

Company shares are assets.

A debtor cannot necessarily protect wealth from enforcement merely by transferring valuable limited-company or joint-stock-company shares to a relative.

Court of Cassation decisions confirm that company-share transfer transactions may become the subject of avoidance proceedings.

For example, the 17th Civil Chamber dealt with a creditor challenging the debtor’s transfer of shares in a limited company and expressly treated the share transfer as capable of being analysed under Articles 277 et seq.

Therefore, the argument:

“Tasarrufun iptali only applies to houses and land.”

is incorrect.

It may also concern corporate shares and other attachable assets.

16. Determine the Real Value of the Shares

Company-share cases create a valuation problem that ordinary real-estate cases do not.

Suppose:

Nominal share capital: TRY 500,000.

Debtor transfers 100% of shares to wife for:

TRY 500,000.

Debtor argues:

“She paid the full nominal share value.”

But the company owns:

• factory worth TRY 30 million;
• TRY 10 million cash;
• equipment worth TRY 15 million;
• substantial customer portfolio.

The economic value of the shares may be:

TRY 50 million or more.

Nominal capital is not necessarily the same as real share value.

An expert examination may therefore require:

• company financial statements;
• adjusted net assets;
• real-estate valuations;
• machinery valuations;
• profitability;
• company debts;
• shareholder current accounts;
• goodwill.

The central Article 278 question can then become:

Was genuine consideration corresponding to the real economic value actually paid?

17. Transferring All Shares May Receive Even Closer Scrutiny

Article 280 contains a special presumption regarding the transfer of an entire commercial enterprise or substantial parts of the goods at a workplace.

The law presumes, subject to the statutory mechanism for rebuttal, knowledge of the debtor’s intention to prejudice creditors in specified commercial-enterprise transfer situations.

Company-share transfers and commercial-enterprise transfers are legally different concepts.

Nevertheless, the Court of Cassation has previously held in a case involving transfer of all company shares that the circumstances should be examined together with the commercial-enterprise-transfer rule, including by analogy where appropriate.

This should not be read as meaning every ordinary minority-share transfer automatically constitutes a commercial-enterprise transfer.

But a transaction transferring all control and economic ownership at once deserves especially careful examination.

18. The Commercial Enterprise Presumption Is Extremely Powerful

The final paragraph of Article 280 addresses transfers involving the entire commercial enterprise or a substantial portion of the commercial goods located in the workplace.

The statutory presumption may be rebutted only through the notification/publicity mechanism described in the provision, including advance notice to creditors or the required public announcements.

The Court of Cassation continues in 2026 to require courts to specifically investigate whether transactions amount to a commercial-enterprise transfer falling within this provision.

This is particularly relevant where a debtor effectively moves an operating business into a relative-controlled entity.

19. Example: Debtor Creates a New Company in the Spouse’s Name

Consider:

Old Company A

Owner: debtor.

Creditor claim: TRY 20 million.

The debtor’s business begins experiencing enforcement problems.

Six months later:

New Company B

Owner: debtor’s spouse.

Then:

• Company A’s customers move to Company B;
• machinery moves to Company B;
• employees move to Company B;
• website and telephone numbers remain the same;
• Company B operates from the same address;
• Company A becomes empty.

The debtor says:

“Company B is my wife’s business. It has nothing to do with me.”

The creditor should investigate:

• asset-transfer agreements;
• invoices;
• consideration;
• customer migration;
• employees;
• trade names;
• directors;
• bank payments;
• accounting records;
• physical possession.

The legal question may be significantly broader than formal shareholder registration.

20. Yargıtay Looks at Economic Reality Surrounding Business Transfers

Court of Cassation jurisprudence has repeatedly required examination of the actual commercial operation.

In one case, the Court held that it was necessary to investigate whether a factory and operating business existing on transferred property constituted a commercial-enterprise transfer for purposes of Article 280, rather than limiting the analysis to the formal land transfer.

This reflects an important litigation principle:

Do not examine only what changed in the registry. Examine what happened to the operating business.

21. A Sale to a Relative for a Genuine Market Price May Be Defensible

A family transfer is suspicious.

It is not necessarily automatically fraudulent.

Suppose:

Company independently valued: TRY 15 million.

Debtor’s brother purchases it for TRY 15 million.

Payment:

• comes from brother’s documented independent savings and bank financing;
• is transferred through banking channels;
• remains in debtor’s assets;
• is then used to pay creditors.

That transaction looks significantly different from:

Company value: TRY 15 million.

Sale price: TRY 500,000.

No identifiable payment.

Debtor continues managing the company as before.

Under current Article 278, proof of genuine real-value consideration is particularly important for transactions within the listed close relationships.

22. Continued Control by the Debtor Is a Major Warning Sign

One of the strongest practical indicators of a sham or creditor-prejudicing transfer is that nothing changes except the paperwork.

For example:

Before transfer:

Debtor runs company.

After transfer to spouse:

• debtor remains manager;
• debtor uses company bank cards;
• debtor signs all contracts;
• debtor receives profits;
• spouse has no knowledge of the business.

This does not automatically establish statutory avoidance.

But it can be highly relevant circumstantial evidence.

Recent Court of Cassation decisions continue to emphasise factual indicators showing continuing links between the debtor and transferred property when analysing knowledge and bad faith.

23. Timing Is Often the Most Persuasive Evidence

Compare:

Normal transaction

Transfer to sibling:

Debt arises:

Much weaker avoidance case.

Suspicious transaction

Creditor sends demand:

1 March.

Debtor transfers company to spouse:

15 March.

Enforcement begins:

1 April.

No attachable assets found:

20 April.

This chronology itself does not automatically prove every statutory element.

But it creates an entirely different evidentiary picture.

A good avoidance petition should therefore begin with a clear timeline.

24. Build a “Before and After” Asset Map

Instead of merely alleging:

“The debtor transferred assets to relatives.”

prepare a concrete map.

Before financial distress

Debtor owned:

• 100% Company A;
• TRY 5 million bank balance;
• commercial property.

After creditor demand

Spouse owns:

• 100% Company A.

Brother owns:

• commercial property.

Debtor owns:

• almost nothing.

That financial reconstruction can make the creditor-prejudice theory immediately understandable.

25. Who Must Be Sued?

Article 282 provides that avoidance proceedings are brought against:

• the debtor;
• the person who entered into the challenged transaction with the debtor or received payment;
• their heirs;
• and, where applicable, further bad-faith third parties.

Good-faith rights of subsequent third parties are protected.

Thus, if the debtor transfers shares to his wife, the normal defendant structure will generally include:

Debtor + Wife

If the wife subsequently transfers the shares to another bad-faith person, that subsequent transferee may also need to be included.

26. The Debtor and Immediate Transferee Are Necessary Parties

Recent 2026 Court of Cassation decisions expressly recognise necessary joinder between the debtor and the third-party transferee in avoidance proceedings.

This has procedural consequences for:

• service;
• jurisdiction objections;
• appeal;
• party formation.

A lawsuit brought only against the spouse while completely omitting the debtor may therefore face a serious procedural problem.

27. What If the Spouse Transfers the Company Again?

Assume:

Debtor → Wife

then:

Wife → Third Party X

If Third Party X is genuinely in good faith, Article 282 protects good-faith third-party rights.

The litigation strategy may then change.

Article 283 provides that where the transferred asset has left the immediate transferee’s hands, the case may concern the value replacing the asset, and the immediate transferee may be required to compensate in cash up to the creditor’s claim and within the statutory limits.

If the subsequent transferee is also in bad faith, however, that person may be pursued under Article 282.

Therefore, every transfer in the chain must be analysed separately.

28. Every Subsequent Transferee Requires Separate Analysis

Suppose:

Debtor → Wife → Brother → Unrelated Buyer.

It is not sufficient to say:

“The first transaction was fraudulent, therefore all later transactions automatically disappear.”

Court of Cassation jurisprudence requires the statutory conditions to be considered separately in relation to the successive transferees.

This is particularly important in company cases because shares can change hands rapidly.

The creditor should construct a complete:

share transfer chain.

29. The Remedy Can Become a Monetary Compensation Claim

Suppose the debtor transferred company shares worth TRY 20 million to the spouse.

The spouse later sold the shares to a genuine independent purchaser.

The shares can no longer be practically pursued against the good-faith purchaser.

Article 283 permits monetary liability against the relevant transferee within the statutory limits where the asset has been disposed of.

The creditor’s claim is not unlimited.

Liability operates within the parameters of:

• value received;
• creditor’s enforceable claim;
• the statutory rules.

This is why determining the share’s value at the legally relevant time can become critical.

30. The Creditor Should Request Provisional Attachment Immediately

Avoidance litigation can last years.

If the creditor does nothing, the spouse may transfer the shares again during the proceedings.

Article 281 gives the court specific authority, upon the creditor’s request, to order provisional attachment concerning assets subject to the challenged dispositions.

The necessity and amount of security are determined by the court; special rules apply where the action concerns replacement value rather than the original asset.

Court of Cassation jurisprudence recognises this provisional-attachment mechanism as an important protection in avoidance litigation.

For company shares, provisional protection should therefore be considered at the beginning of the case rather than after the transferee begins negotiating another sale.

31. Evidence Preservation Is Particularly Important for Private Companies

Private-company value can disappear rapidly.

During litigation, the controlling family member may:

• transfer assets out;
• distribute cash;
• increase debt;
• transfer customers;
• sell machinery;
• carry out capital increases.

Therefore, the creditor should investigate not only the share transfer but also what has happened inside the company since the transfer.

Relevant records may include:

• Trade Registry Gazette;
• company articles;
• shareholder ledger;
• share-transfer agreement;
• manager appointments;
• capital increases;
• balance sheets;
• bank accounts;
• related-party transactions.

32. Which Court Hears the Avoidance Action?

Despite the involvement of a company or company shares, a statutory avoidance action is not automatically a commercial-court case simply because the underlying asset is corporate.

Current Court of Cassation decisions continue to identify Asliye Hukuk Mahkemesi — Civil Court of First Instance as the court hearing statutory avoidance disputes.

The action is based on a personal right rather than an in-rem claim concerning ownership of the asset.

Consequently, even where immovable property is involved, the court where the property is located is not automatically exclusively competent merely because of the land itself. The Court of Cassation’s 5th Civil Chamber expressly reiterated this principle in March 2026.

Jurisdiction should nevertheless be separately examined according to the defendants and procedural circumstances.

33. The Action Is Heard Under the Simplified Procedure

Article 281 provides that avoidance actions are heard under the simplified trial procedure and grants the court broad authority to evaluate the circumstances of the dispute.

In practice, however, company cases may still become evidence-heavy because they can require:

• financial experts;
• corporate valuation;
• bank examination;
• trade registry investigation;
• examination of multiple transfers.

The procedural label “simplified” therefore does not mean the factual case will necessarily be simple.

34. A Commercial Enterprise Transfer May Create an Additional Route Under TCO Article 202

Where the transaction involves the transfer of an entire business with its assets and liabilities — rather than merely a shareholder changing — Turkish Code of Obligations Article 202 may also become relevant.

Article 202 provides that a person acquiring a business or pool of assets together with assets and liabilities becomes liable to creditors from the statutory notification or announcement, while the previous debtor remains jointly liable for a two-year period under the conditions set out in the provision.

This should be distinguished carefully from an avoidance action.

They are different legal mechanisms.

But where a debtor has effectively moved the entire operating business to a spouse-controlled company, counsel should examine both:

EBL Articles 277–284

and, where applicable,

TCO Article 202.

35. Share Transfer and Business Transfer Must Not Be Confused

This distinction deserves emphasis.

Share transfer

Debtor owns Company A.

Shares transferred to spouse.

Company A remains the same legal entity.

Its debts remain Company A’s debts.

Business transfer

Company A transfers its entire operating business to Company B.

Assets and liabilities of the enterprise may move within the statutory framework.

This may engage:

• EBL Article 280;
• TCO Article 202;
• commercial-enterprise transfer rules.

A creditor’s petition should identify precisely which legal transaction occurred.

36. What Evidence Should the Creditor Collect?

A strong company-transfer avoidance file should ordinarily contain several evidence groups.

Enforcement Evidence

• enforcement proceeding;
• finalisation documents;
• attachment reports;
• insolvency certificate;
• amount of outstanding debt.

Debt-Origin Evidence

• loan agreement;
• invoices;
• promissory notes;
• account records;
• commercial books;
• guarantee agreements.

Corporate Evidence

• Trade Registry Gazette;
• share ledger;
• share-transfer agreements;
• general assembly decisions;
• manager changes;
• articles of association.

Financial Evidence

• buyer’s bank payments;
• debtor’s bank receipts;
• source of purchase price;
• company value.

Relationship Evidence

• civil registry records;
• family relationship;
• common residence;
• affiliated companies.

Continuing-Control Evidence

• debtor remaining manager;
• debtor continuing to sign contracts;
• same employees;
• same business premises;
• same customers.

37. The Relative’s Financial Capacity Can Be Highly Relevant

Suppose a 24-year-old child with no significant income acquires:

TRY 100 million worth of company shares.

The contract states:

“Purchase price paid in cash.”

The creditor should request an explanation of:

• source of TRY 100 million;
• bank withdrawals;
• financing;
• loan agreements;
• tax records where legally obtainable.

The purpose is not to punish wealth transfers within families.

It is to test whether the alleged sale was economically genuine.

38. Corporate Valuation Can Decide the Case

In ordinary fraudulent-transfer litigation, a property appraisal may be enough.

In company cases, the court may require a genuine business valuation.

Relevant methodologies may include:

• adjusted net asset value;
• discounted cash-flow analysis;
• comparable-company multiples.

For a simple asset-holding company, net assets may dominate.

For an operating technology company, future profitability and goodwill may matter significantly.

The question is:

What was the real economic value of the transferred interest at the date of the transaction?

Only then can the alleged purchase consideration be meaningfully tested.

39. Example: Company Transferred to Wife for Nominal Capital

Assume:

Debtor owns 100% of Company X.

Outstanding creditor debt:

TRY 30 million.

Company X owns:

• property: TRY 25 million;
• machinery: TRY 15 million;
• cash: TRY 5 million;
• net other assets: TRY 5 million.

Estimated equity value:

TRY 50 million.

Debtor transfers shares to spouse for:

TRY 1 million.

Transfer occurs shortly before enforcement.

The spouse produces no evidence that even the TRY 1 million was actually paid.

This case may require analysis under:

• Article 278 concerning family transactions and real-value consideration;
• Article 280 concerning intention to prejudice creditors and statutory family presumptions;
• Article 284 concerning the five-year period.

If successful, the creditor may seek authority to levy against the transferred shareholding under Article 283.

40. Example: Genuine Family Purchase

Assume instead:

Independent expert value:

TRY 20 million.

Spouse pays:

TRY 20 million.

Funds come from:

spouse’s documented pre-existing investment portfolio.

Payment goes directly into debtor’s bank.

Debtor uses:

TRY 15 million to repay creditors.

The fact that purchaser and seller are married still requires careful statutory analysis.

But the evidentiary picture is substantially different.

The creditor should not assume:

family relationship = automatic fraudulent transaction.

Current Article 278 itself focuses on whether real-value consideration can be established.

41. Example: Company Is Moved to a Brother’s New Company

Debtor Company A owes:

TRY 50 million.

One month before major enforcement:

• equipment worth TRY 20 million transferred to Company B;
• Company B owned by debtor’s brother;
• employees move to Company B;
• customers receive new invoices from Company B;
• Company A becomes empty.

No meaningful purchase price is identified.

This is a significantly stronger commercial-enterprise avoidance scenario.

The creditor should investigate Article 280’s commercial-enterprise transfer presumption as well as the specific asset transfers. The Court of Cassation continues to require detailed investigation of Article 280/3 in comparable business-transfer disputes.

42. What If the Company Shares Are Transferred Back During the Lawsuit?

Company-share disputes can change while litigation is pending.

In a Court of Cassation case concerning limited-company shares, the transferee later transferred the challenged shares back to the debtor during the proceedings.

The Court considered the procedural consequence of the asset returning to the debtor and also reiterated the significance of the insolvency prerequisite.

Practically, if the asset returns to the debtor and becomes attachable again, the creditor should immediately assess:

• attachment;
• sale;
• whether the avoidance action remains necessary;
• costs and procedural consequences.

43. Avoidance and Sham-Transaction Claims Should Be Distinguished

Sometimes the creditor’s allegation is not:

“The debtor genuinely transferred the company but the transfer prejudices me.”

Instead, the allegation may be:

“The transfer was never real. The spouse is merely a nominee.”

That may raise a separate issue of sham transaction (muvazaa) under general Turkish obligations law.

The two legal theories should not be confused.

Statutory avoidance

Accepts that a legally effective transfer occurred but seeks relative ineffectiveness against the creditor.

Sham transaction

Argues that the apparent transaction does not reflect the parties’ genuine intention.

Depending on the facts, counsel may need to evaluate alternative or cumulative legal grounds carefully.

44. A Creditor Should Not Plead Only “They Are Relatives”

A strong petition should not consist of:

“The debtor transferred the company to his wife, therefore the transaction must be cancelled.”

Instead, build the statutory analysis.

First

The creditor has a genuine claim.

Second

The debt arose before the transfer.

Third

Enforcement became final.

Fourth

The debtor is insolvent for enforcement purposes and the relevant certificate exists.

Fifth

Identify the transfer date.

Sixth

Identify the family relationship.

Seventh

Determine the real company/share value.

Eighth

Determine actual consideration.

Ninth

Analyse Article 278 and/or Article 280.

Tenth

Request provisional attachment and Article 283 enforcement authority.

This structure turns suspicion into a legally sustainable avoidance claim.

45. Practical Litigation Strategy for the Creditor

Step 1 — Freeze the Timeline

Record:

• debt formation;
• transfer;
• enforcement;
• attachment;
• insolvency certificate.

Step 2 — Identify What Was Actually Transferred

Was it:

• shares;
• commercial enterprise;
• machinery;
• real estate;
• customers;
• inventory?

Step 3 — Identify the Transferee

Establish:

• marriage;
• blood relationship;
• affinity;
• common residence;
• corporate connections.

Step 4 — Obtain Corporate Records

Check:

• trade registry;
• shareholder history;
• management changes;
• capital movements.

Step 5 — Follow the Purchase Price

Request proof showing:

where the money came from and where it went.

Step 6 — Value the Asset

Do not compare sale consideration with nominal share capital.

Compare it with real value.

Step 7 — Examine Continued Control

Determine whether the debtor continues operating the company.

Step 8 — Request Provisional Attachment

Do not allow the shares to disappear through another transfer.

Step 9 — Protect the Five-Year Period

Calculate Article 284 from the disposition date.

Step 10 — Consider Additional Remedies

Depending on the factual structure:

• TCO Article 202;
• sham transaction claims;
• other corporate or enforcement remedies.

46. Practical Defence Strategy for the Spouse or Relative

Family relationship alone does not mean that every transaction must be lost.

A genuine purchaser should preserve evidence showing:

• independent source of funds;
• bank payment;
• fair market valuation;
• commercial reason for purchase;
• actual transfer of management/control where relevant;
• genuine ownership of profits and risks;
• absence of circular payments.

The worst defence is:

“We are family, so we did not keep documents.”

In an avoidance case, the absence of documentation may make an already suspicious family transfer substantially more difficult to defend.

47. The Most Important 2026 Practical Point: Do Not Use Outdated Article 278 Analysis

Many older Turkish Court of Cassation decisions discuss the pre-25 December 2025 version of Article 278.

Those decisions can remain valuable regarding issues such as:

• proof;
• valuation;
• fraudulent intent;
• transfer chains.

But practitioners must distinguish historical statutory rules from the current text.

Since Law No. 7571, current Article 278 now specifically uses:

• a one-year statutory period;
• real-value consideration analysis for specified close-person transactions;
• an expanded statutory group including persons living in the same home.

Any petition filed in 2026 should therefore first identify which version of Article 278 governs the transaction.

Conclusion: Moving the Company to a Spouse Does Not Necessarily Move It Beyond the Creditor’s Reach

A debtor facing enforcement may believe that transferring a company to a spouse or relative creates a simple solution:

“The shares are no longer registered in my name, so the creditor cannot touch them.”

Turkish enforcement law is specifically designed to prevent that conclusion where the statutory conditions for avoidance exist.

The creditor should ask:

When did the debt arise?

When was the company transferred?

Was the enforcement proceeding finalised?

Is there an insolvency certificate?

Was the transferee the debtor’s spouse or close relative?

What was the company’s real value?

Was the alleged purchase price genuinely paid?

Where did the purchase money come from?

Did the debtor continue controlling the company after the transfer?

Was the entire enterprise or substantially all of its assets moved?

Were customers, employees and machinery shifted to another family company?

Has the asset since been transferred to another person?

Is provisional attachment required immediately?

Is the five-year period under Article 284 still open?

When these questions are properly investigated, a share transfer that appears legally complete in the trade registry may provide far less protection against creditors than the debtor expected.

The decisive principle is simple:

Turkish law does not ordinarily prevent a debtor from conducting genuine transactions with family members. But it does prevent the debtor from using family transfers as a shield to place valuable assets outside the effective reach of existing creditors.

In practice, successful avoidance litigation involving a family company requires a combination of:

enforcement law + corporate records + bank tracing + business valuation + family-relationship evidence + rapid provisional protection.

The creditor’s strongest case is therefore not:

“The debtor transferred the company to his spouse.”

It is:

“After my claim arose, an insolvent debtor removed a valuable corporate asset from the enforcement estate through a transaction with a closely connected person, without genuine market-value consideration or under circumstances demonstrating an intention to prejudice creditors; the statutory conditions therefore require that the transfer be ineffective against my enforcement rights.”