Transferring LLC Shares to Foreign Investors in Turkey

A foreign investor can acquire part or all of a Turkish limited liability company (Ltd. Şti.). The transaction does not create a new company: the LLC keeps its legal identity, tax number, contracts, assets, liabilities, and operating history. That continuity is useful, but it is also why financial and legal due diligence must come before the transfer agreement.

The transfer itself follows a formal route. The agreement must be in writing with notarized signatures, the general assembly normally approves the buyer, the managers update the share ledger, and the change is registered and announced. These steps should not be treated as interchangeable. Company approval makes the contractual transfer effective under the ordinary rule; the share ledger and Trade Registry then record the completed change.

This guide explains the process for a foreign individual or corporate buyer and separates company-law formalities from the seller’s tax position.

LLC Share Transfer at a Glance

• Foreign ownership: a foreign person may generally own 100% of a Turkish LLC, subject to sector-specific restrictions.
• Transfer agreement: it must be written and the signatures must be notarized under TTK Article 595.
• Company approval: general assembly consent is normally required unless the articles of association provide otherwise.
• Three-month rule: if the company does not reject a properly submitted approval request within three months, consent is deemed granted.
• Trade Registry: the managers apply within 30 days after the share passes; registration is declaratory rather than the event that creates ownership.
• Tax: the result depends on whether the seller is an individual or a corporation, the seller’s tax residence, acquisition cost, holding period, and any applicable treaty.

The filing list in this guide reflects current Istanbul practice where local procedure matters. The competent Trade Registry’s current requirements should be checked before signatures are scheduled.

What Makes an LLC Share Transfer Valid?

Written agreement and notarized signatures

TTK Article 595 requires both the share transfer and the transaction creating the obligation to transfer to be in writing, with the parties’ signatures notarized. A private preliminary SPA can therefore create a form problem if it already contains a binding promise to transfer the LLC share. The transaction documents should be designed together rather than treating the notarial agreement as a later administrative formality.

The agreement identifies the company, seller, buyer, transferred nominal share value, share numbers or groups, price, payment mechanics, and transfer date. Where the articles impose additional payment, side-performance, non-compete, pre-emption, call, buyback, or contractual-penalty obligations, the agreement must address the items required by Article 595.

General assembly consent

Unless the articles provide otherwise, the transfer requires general assembly approval. Under the default rule, the general assembly may reject the transfer without stating a reason. The articles may prohibit transfers, remove the approval requirement, or regulate consent differently, so they must be reviewed before the sale structure is agreed.

The three-month deemed-consent period begins when the approval request is submitted to the company. If the general assembly does not reject the request within that period, consent is deemed granted. In practice, parties usually obtain an express resolution so that the closing file and registry application are not left dependent on elapsed time.

The current Istanbul Chamber of Commerce LLC checklist requires the departing shareholder to participate in and sign the transfer resolution. It also asks the resolution to state whether a departing shareholder who is a manager will continue in office. Under TTK Article 623, at least one shareholder must retain management and representation authority.

Share ledger and Trade Registry

The share ledger is governed by TTK Article 594. Once the transfer has been duly completed, management records the buyer, nominal share value, share group, and acquisition details in the ledger. The entry documents the company’s shareholder records but is not a substitute for the Article 595 agreement and consent process.

Under TTK Article 598, the managers must apply to register the incoming and outgoing shareholder within 30 days after the share passes. If they do not apply, the departing shareholder may ask the Trade Registry to delete their name; the registry then invites the company to respond within the statutory period. Registration and Gazette publication disclose the change, but the registration is declaratory.

The statutory framework is available in the Turkish Commercial Code No. 6102.

Due Diligence Before Buying the Shares

Buying shares is different from buying selected assets. The company remains responsible for its existing private-law debts, tax filings, employees, contracts, litigation, and regulatory history. The buyer acquires the economic exposure attached to that same legal entity.

An accounting and legal review should cover at least:

• tax and Social Security Institution debt and filing status;
• unpaid capital commitments and shareholder current accounts;
• bank debt, guarantees, pledges, and off-balance-sheet commitments;
• related-party balances, transfer-pricing files, and foreign loans;
• payroll, severance, unused leave, and employment disputes;
• pending audits, litigation, enforcement files, and administrative penalties;
• ownership of material assets and intellectual property;
• change-of-control clauses in leases, finance documents, licences, and customer contracts; and
• the seller’s authority and whether the shares are subject to a pledge, attachment, usufruct, or contractual restriction.

Public debts can reach the shareholders

Article 35 of Law No. 6183 is especially important in an LLC acquisition. If a public receivable cannot be collected from the company, an LLC shareholder may be pursued in proportion to the capital share. For public receivables relating to the period before a transfer, the transferor and transferee can be held jointly liable under the provision.

This is not the same as saying that the buyer personally assumes every commercial debt of the company. It is a specific statutory public-debt exposure, and it is one reason a tax-debt certificate alone should not replace period-by-period due diligence. The current text can be reviewed in Law No. 6183, Article 35.

Tax Treatment for an Individual Seller

An individual’s gain from selling a Turkish LLC participation interest is generally treated as a capital gain under GVK Repeated Article 80. Printing an LLC share certificate does not convert the interest into a JSC share certificate for the two-year personal income tax exemption. Holding the LLC interest for two, five, or ten years therefore does not create that particular exemption.

This does not mean the whole sale price is taxed or that every disposal produces tax. The calculation starts with the disposal proceeds and deducts the eligible acquisition cost and transaction expenses. Acquisition cost indexation may be available where the statutory domestic producer price index increase condition is met. The annual capital-gains exemption is then considered where applicable; the official amount published for 2026 is TRY 150,000. The remaining taxable amount is assessed under the progressive tariff for the year of disposal.

An individual seller’s residence and any applicable double taxation agreement must also be reviewed. A foreign passport alone does not determine the final Turkish filing position. The Revenue Administration explains the category in its capital gains guidance and publishes the annual exemption amounts.

Tax Treatment for a Corporate Seller

KVK Article 5/1-e can exempt 50% of a qualifying participation-share sale gain. The current rate has applied since Presidential Decision No. 9160 took effect on November 27, 2024. The headline percentage is only the starting point.

The principal conditions include:

• the participation interest has been held in the corporation’s assets for at least two full years;
• the exempt portion of the gain is transferred to a special reserve and retained there through the required five-year period;
• the sale consideration is collected by the end of the second calendar year following the sale; and
• the interest is not held as trading inventory in a business whose activity brings it outside the exemption.

Failure to collect the consideration on time or withdrawing the protected reserve can reverse the tax benefit and create tax-loss consequences. The Revenue Administration’s 2026 participation-sale guide explains the current rate and conditions.

A foreign corporate seller should not assume that being a parent company automatically grants the exemption. First determine whether Turkey has taxing jurisdiction over the gain, whether the seller is a limited corporate taxpayer, how the relevant treaty allocates taxing rights, and whether all domestic exemption conditions are met. The VAT and stamp-tax treatment of the documents must also be reviewed separately; the corporate income tax exemption does not decide those issues by itself. For the broader framework, see our corporate tax guide.

Documents for a Foreign Buyer or Seller

Foreign individual

A typical notary file includes:

• original passport and notarized Turkish translation;
• Turkish potential tax number or foreigner identity number, as applicable;
• evidence required by the notary for address or identity verification; and
• a sworn interpreter at the notary if the person cannot understand Turkish sufficiently for the transaction.

Foreign legal entity

The document names differ by jurisdiction. The practical requirement is current evidence showing that the entity exists, who represents it, and who authorized the transaction. The package commonly includes:

• current commercial registry extract or certificate of activity;
• document showing directors or authorized signatories;
• corporate resolution approving the purchase or sale;
• ownership information where required for registry or KYC review; and
• a transaction-specific power of attorney if a representative will sign in Turkey.

Foreign public documents generally require an apostille where the Hague Convention applies, or consular legalization where it does not, followed by a notarized Turkish translation. A Turkish-consulate document follows its own authentication route.

A proxy must have express authority for the relevant acts, such as buying or selling the identified LLC shares, signing the notarized agreement, attending the general assembly, updating the share ledger, and completing MERSİS and registry filings. An accountant or adviser does not receive these powers merely through professional status. See our Turkey power of attorney guide before the overseas documents are signed.

Step-by-Step Transfer Process

1. Review the company and the articles

Complete financial, tax, legal, employment, and regulatory due diligence. Read the articles for consent rules, transfer restrictions, pre-emption rights, additional obligations, and manager requirements.

2. Agree the commercial and tax structure

Set the share scope, price, currency, payment schedule, conditions precedent, warranties, indemnities, and closing deliverables. Calculate the seller’s tax position before the price and payment dates are fixed.

3. Prepare foreign documents and authority

Obtain tax or identity numbers, corporate records, resolutions, powers of attorney, legalization, and Turkish translations. Match the authority wording to the notary and registry steps.

4. Sign the notarized transfer agreement

The parties or their duly authorized representatives sign the Article 595 agreement before the notary. The price, nominal share amount, company details, and authority documents should be consistent across the agreement and supporting file.

5. Obtain company consent

The general assembly adopts the transfer resolution under the articles and TTK. If the departing shareholder is also a manager, record whether the management appointment continues and confirm that the post-closing management structure remains valid.

6. Update the ledger and register the change

Record the duly completed transfer in the share ledger. Submit the MERSİS application, petition, notarized transfer agreement, notarized copy of the general assembly resolution, attendance list where used, relevant share-ledger pages, and foreign-entity documents requested by the registry.

The Trade Registry registers and announces the shareholder change. A professional needs express filing authority; being the company’s SMMM alone is not a power to sign corporate resolutions or transfer shares.

7. Complete post-closing updates

Update the bank’s shareholder, control, UBO, sanctions-screening, and source-of-funds records. If the transaction changes the company’s beneficial owner information, the change must be reported within one month under the Revenue Administration rules. The beneficial owner notification rules apply separately from the Trade Registry filing.

Also review tax records, regulated licences, contractual notices, manager authorities, signature circulars, and foreign-investment reporting obligations relevant to the company. Our company change and registry service covers coordinated post-closing updates, while the corporate bank account guide explains why the bank performs its own KYC review.

Review Before the Notary Appointment

The articles, due diligence findings, seller’s tax calculation, foreign authority documents, and closing sequence should be consistent before a notary date is booked. Celikel CPA can review the accounting and public-debt position, calculate the relevant tax treatment, and coordinate the financial evidence with the legal and registry file. Contact our team before the transfer documents are finalized.