A share transfer in a limited liability company (Ltd. Şti.) is the transfer by a shareholder of its capital share in the company to another person or company under a written, notarized agreement, followed by approval of the transfer by the general assembly and its registration with the trade registry. The short answer: the agreement is drawn up, the signatures are notarized, the general assembly approves the transfer unless the articles of association provide otherwise, and the managers have the transfer registered. Legally, the process consists of only a few steps. The real work goes into the review before the transfer and the tax filing after it.
In this article we break the transfer down into six steps. We then explain how the tax on a share transfer is calculated depending on whether the transferring shareholder is an individual, a Turkish company or a foreign party, and which rules govern transfers by inheritance or enforcement.
Summary
Key Takeaways
- A share transfer in a limited liability company is made in writing and the parties’ signatures are notarized; unless the articles of association provide otherwise, the transfer becomes valid only with general assembly approval.
- If the general assembly does not reject the transfer within three months of the application, it is deemed to have approved it.
- The managers apply to register the transfer with the trade registry; if the application is not made within thirty days, the departing shareholder may request the deletion of its name itself.
- Gains from the sale of shares by an individual shareholder are capital gains (değer artışı kazancı), and in 2026 the first 150,000 TL of such gains is exempt from personal income tax.
- The transferor and the transferee may be held jointly liable for public receivables, such as taxes, relating to the period before the transfer.
What rules govern a share transfer in a limited liability company?
Transfers are governed by Articles 593 to 598 of Turkish Commercial Code (TTK) No. 6102. The law states that a capital share may be transferred only in accordance with these provisions, including transfers between shareholders. So a sale between two shareholders is subject to the same formal requirement. The current text of the law is available on the Turkish Commercial Code (TTK) No. 6102 (mevzuat.gov.tr) page.
Four key numbers in a share transfer
Source: Turkish Commercial Code No. 6102, Personal Income Tax Law, Corporate Income Tax Law No. 5520, Revenue Administration (GİB)
In practice, the words “hisse” and “pay” (both meaning share) are used interchangeably; the legal term is “esas sermaye payı” (capital share). A share transfer in a limited liability company is subject to a markedly stricter form than the transfer of share certificates in a joint stock company. We covered the general features of this company type and the reason for this difference in our what is a limited liability company article. Here we focus only on how the transfer works in practice.
How is a share transfer in a limited liability company carried out in 6 steps?
The order below is the one that has led to the fewest setbacks in the transfers we have handled with our clients. Some of the steps can be completed on the same day; however, the review and general assembly stages may take longer depending on the company’s structure.
Step 1: Read the transfer restrictions in the articles of association
Start with the articles of association. They may prohibit transfers entirely, remove the general assembly approval requirement or grant the other shareholders a right of first refusal (priority right to buy the share). Article 595 of the TTK allows all three possibilities. If there is a right of first refusal, you may need to offer the share to the shareholders before selling it to an outsider.
If the articles of association contain no provision on this matter, the default rule of the law applies: general assembly approval is required for the transfer. If you later wish to restrict, prohibit or facilitate the transfer rules, Article 621 of the TTK requires a qualified majority. For this resolution, at least two-thirds of the votes represented and an absolute majority of the capital with voting rights must both be present.
Step 2: Review the company’s debt position before the transfer
The buyer of a share acquires not just a capital share but also the company’s history. Law No. 6183 on the collection of public receivables holds the transferor and the transferee jointly and severally liable for public receivables, such as taxes, that arose before the transfer. This liability is limited to the shareholder’s proportion of the capital; even so, it may reach a size that can directly affect the purchase decision.
We therefore recommend reviewing the following documents before the transfer:
- A current debt status letter obtained from the tax office
- A record showing whether there are any SGK premium debts
- The latest trial balance, balance sheet and accounts payable to or receivable from shareholders
- Records showing the paid and unpaid portions of the capital
- A list of lawsuits and enforcement proceedings filed against the company
An unpaid capital obligation requires particular attention. Stating clearly in the agreement who will bear this obligation after the transfer prevents future disputes between the transferor and the transferee.
Step 3: Prepare the share transfer agreement
The share transfer agreement states the nominal value of the share transferred, the transfer price and the method of payment. Article 595 of the TTK requires certain clauses to be included in the agreement separately. If the articles of association provide for additional contributions or ancillary obligations (obligations a shareholder undertakes in addition to capital), these are stated in the agreement. Enhanced non-compete obligations, rights of first refusal, repurchase and purchase rights, and contractual penalty terms are also included in the text in the same way.
Setting a realistic price also matters for tax purposes. If the transfer price is shown as too low to be explained by the company’s equity or market value, the tax administration may question it. A valuation note showing the method you used to set the price strengthens your position in a potential tax inspection.
Step 4: Have the signatures notarized
The law requires the transfer agreement and the transaction creating the transfer obligation to be made in writing and the parties’ signatures to be notarized. A transfer made without notarization is not considered valid because it does not meet the formal requirement. If one of the parties is abroad, the signature can be certified at the Turkish consulate in that country, or the party can authorize a representative to carry out the transfer with an apostilled power of attorney.
If a foreign company is acquiring the share, documents showing the signing authority of the company’s authorized officer and their translations are also prepared. Discussing in advance with the notary which chain of certification the documents should come with prevents missing documents on the day of the transaction.
Let’s plan your share transfer step by step
You can request a preliminary review with our team of experts to assess the transfer restrictions in your articles of association, the preliminary due diligence and the tax consequences of the transfer together.
Step 5: Obtain the general assembly approval resolution
Article 616 of the TTK lists approval of transfers of capital shares among the non-delegable powers of the general assembly. Unless the law or the articles of association provide for another quorum, the resolution is adopted under Article 620 by an absolute majority of the votes represented at the meeting. If the articles of association provide for a higher majority, that threshold applies.
If the articles of association do not limit the grounds for refusal, the law allows the general assembly to say no without giving reasons. If the articles of association include an obligation for additional contributions or ancillary obligations and the collateral requested from the transferee has not been provided, refusal is possible even without a provision in the articles. Under the Turkish Commercial Code, if the general assembly does not reject the transfer within three months of the application, it is deemed to have approved it.
If approval is refused, the shareholder is not locked into its share. Article 595 of the TTK reserves the right of a shareholder whose transfer is prohibited or whose approval is refused to withdraw from the company for just cause. This right is exercised by applying to the court under Article 638.
Step 6: Update the share ledger and register the transfer
After approval, the managers record the transfer in the share ledger. Under Article 594 of the TTK, the share ledger contains the shareholders’ names and addresses, the number of shares they hold and the transfers of shares. The ledger entry is the company’s own internal record; visibility to third parties is provided by registration with the trade registry.
The application to register the share transfer is made by the company’s managers. Under Article 598 of the TTK, if the application is not made within thirty days, the departing shareholder can apply directly to the trade registry to have its name deleted from the record relating to those shares. The registry director then gives the company a period to report the name of the person acquiring the share.
A transfer may also change the company’s shareholder structure. The number of shareholders cannot exceed fifty; if a transfer reduces the number of shareholders to one, the managers are notified in writing within seven days and the managers have the single-shareholder structure registered and announced. When a foreign shareholder joins a domestic company, the information forms under the Foreign Direct Investment Law are also updated separately.
Share transfer registration process at a glance
The table below shows the six steps with their legal basis and the party responsible. Periods are limited to those written in the law; the duration of notary and registry procedures varies by institution and by the completeness of the paperwork.
| Step | What is done? | Legal basis | Responsible | Statutory period |
|---|---|---|---|---|
| 1. Review of the articles | Transfer prohibition, right of first refusal and approval requirement are reviewed | TTK Art. 595 | Transferring shareholder | No |
| 2. Due diligence | Tax and SGK debts and unpaid capital are checked | Law No. 6183, Art. 35 | Transferee | No |
| 3. Transfer agreement | Price, additional contributions and ancillary obligations, and first refusal clauses are written in | TTK Art. 595/1 | Parties | No |
| 4. Notarization | The parties’ signatures are notarized | TTK Art. 595/1 | Parties | No |
| 5. General assembly approval | The transfer is approved or rejected by absolute majority | TTK Art. 595, 616, 620 | General assembly | 3 months from the application |
| 6. Share ledger and registration | The transfer is recorded in the ledger and the registry application is made | TTK Art. 594, 598 | Managers | 30 days to apply |
Tax on a share transfer: who pays which tax?
The tax consequences of a transfer depend on who the transferor is. The company itself pays no tax on this sale, because what is sold is not the company’s asset but the shareholder’s share. The tax liability arises for the transferring shareholder and works differently for three different profiles.
If an individual shareholder sells its share
Repeated Article 80 of the Personal Income Tax Law treats gains from the disposal of partnership rights or shares as capital gains. According to the Revenue Administration (GİB) 2026 Guide on the Taxation of Other Earnings and Income, gains from the sale of shares by limited company shareholders are taxed within this scope. In the example in the guide, a limited company share held for more than six years is also treated as a capital gain.
This point is often confused. The two-year holding exemption in the law was written for shares of fully liable corporations, and the subparagraph covering limited company shares does not include this exemption. The gain is calculated by deducting the cost of the share and the expenses borne by the seller from the sale price. If the increase in the domestic producer price index is 10% or more, the cost is increased by indexation.
For 2026, the first 150,000 TL of capital gains earned in a calendar year is exempt from personal income tax. Gains exceeding this amount are declared on the annual personal income tax return in March of the following year. For example, a shareholder who sells its share in 2026 declares the gain in March 2027.
If a Turkish company shareholder sells its share
If the transferor is a corporation, the gain is included in corporate income and is subject to corporate income tax at the general rate of 25%. Article 5/1-e of Corporate Income Tax Law No. 5520 grants a partial exemption on gains from the sale of participation shares held as assets for at least two full years. According to the Revenue Administration (GİB) 2026 guide on the real estate and participation share sale exemption, this rate has applied at 50% since November 27, 2024 under Presidential Decree No. 9160.
The exemption has conditions. The exempt gain is kept in a special fund account under liabilities until the end of the fifth year following the year of sale. The sale price must also be collected by the end of the second calendar year following the year of sale. Sales of participation shares meeting the same two-full-year condition are also exempt from VAT under Article 17/4-r of VAT Law No. 3065.
If a foreign shareholder sells its share
When a foreign individual or company sells its share in a limited liability company in Turkey, the gain may be taxed in Turkey. The Personal Income Tax Law provides that, for participation shares acquired in exchange for capital brought into Turkey under the foreign capital legislation, gains arising from exchange rate differences are not taken into account under certain conditions. If there is a double taxation treaty between the seller’s country and Turkey, the country in which the gain will be taxed is also assessed separately under that treaty.
| Transferring shareholder | Nature of the gain | Exemption or deduction | Filing |
|---|---|---|---|
| Individual (full taxpayer) | Capital gain (GVK repeated Art. 80) | 150,000 TL for 2026; cost may be indexed | Annual return in March of the following year |
| Turkish company | Corporate income, general rate 25% | 50% of the gain if held for 2 full years (KVK Art. 5/1-e); VAT exemption (KDVK Art. 17/4-r) | Corporate income tax return |
| Foreign shareholder | May be Turkish-source income | Conditional exchange-difference rule; double taxation treaty, if any | Depending on the seller’s tax liability status |
How does the process work for transfers by inheritance, divorce or enforcement?
A share does not always change hands under a sale agreement. Under Article 596 of the TTK, when a share passes by inheritance, under the matrimonial property regime or through enforcement, all rights and obligations pass to the person acquiring the share without general assembly approval. In this case, a notarized transfer agreement is not required either.
The company still has an option to refuse. The company may refuse to approve the person acquiring the share within three months of learning of the transfer; however, to do so, it must offer to take over the share at its real value. If the parties cannot agree on the real value, it is determined under Article 597 by the commercial court of first instance where the company’s registered office is located. If the company does not refuse explicitly and in writing within three months, it is deemed to have given approval.
Mistakes we often see in practice
Most of the problems we encounter in transfers stem not from the complexity of the law but from skipped steps. The ones we see most often are:
- Reaching agreement with an outside buyer without reading the right of first refusal in the articles of association
- Assuming that the agreement signed before the notary replaces the general assembly resolution
- Applying only to the registry without updating the share ledger
- Realizing months after the transfer that the selling shareholder must declare its capital gain
- The transferee paying the price without reviewing the company’s tax and premium debts
Most of these mistakes can be prevented with a short check before the transfer begins. If you have never seen the company’s incorporation documents and the structure of its articles of association, the articles section of our how to set up a limited liability company article shows which provisions you need to look at. You can find our other content on company types in the Company Formation in Turkey category.
Let's map out your tailored roadmap together
At Akal CPA, every engagement starts with a preliminary review based on your company’s structure and goals. Through our Establishment of a limited liability company in Turkey is our service through which we manage the process from drafting the articles of association to registering changes in the shareholding. If you would like to work out a roadmap tailored to you for a share transfer in a limited liability company, contact us.
The amounts and rates in this article are current as of October 2026.
This content was prepared by the Akal CPA team of experts. Since 1975, Akal CPA has provided company formation, accounting, tax and payroll advisory services to domestic and foreign investors in Ankara. The provisions on share transfers have been compiled based on the current text of Turkish Commercial Code No. 6102, and the tax explanations based on the current texts of the Revenue Administration (GİB) 2026 guides.
This article is for general information only; seek professional advice for your specific situation.
Last updated: 17.10.2026
Frequently Asked Questions
Can a share transfer in a limited liability company be made without a notary?
No. The Turkish Commercial Code requires the transfer of a capital share to be made in writing and the parties’ signatures to be notarized. A transfer made without complying with this form is not considered valid and cannot be registered.
Does a share transfer between shareholders also require general assembly approval?
Yes, unless the articles of association state otherwise. The law subjects transfers between shareholders to the same provisions. The articles of association can be drafted to exempt transfers between shareholders from the approval requirement.
Does the former shareholder’s liability for company debts end after the share transfer?
As regards commercial debts, as a rule, a shareholder is not liable for the company’s debts. However, under Law No. 6183, the transferor and the transferee may be held jointly liable, in proportion to their capital share, for public receivables relating to the period before the transfer. We therefore recommend clarifying tax and premium debts before the transfer.
Will there be tax if I transfer my share free of charge?
Capital gains arise on a disposal for consideration. In a free transfer, inheritance and gift tax may come into play for the party acquiring the share. Since transfers that appear free of charge but actually involve consideration may be questioned by the tax administration, the nature of the transaction should be assessed in advance.
What happens if the general assembly does not respond to the transfer?
If the general assembly does not reject the transfer within three months of the application, it is deemed to have given approval. To prove when this period started, it is advisable to make the approval request in writing and dated. After the period expires, the managers can apply for registration.
Can a shareholder abroad transfer its share without coming to Turkey?
Yes. The signature can be certified at the Turkish consulate in the country where the shareholder is located, or the shareholder can authorize a representative in Turkey with an apostilled power of attorney. The power of attorney must expressly state the authority to transfer the share and collect the price.
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