Share Purchase Agreements in Turkey: Review and Closing

Share purchase agreements in Turkey should be prepared around the shares actually being acquired and the legal acts needed to transfer them. The requirements differ between registered shares in a joint-stock company and capital shares in a limited company. In an LLC, the statutory form rule covers both the transfer and the transaction creating the obligation to transfer; company approval is also required unless the company agreement provides otherwise (6102 sayılı Türk Ticaret Kanunu m.490-494, m.595).

For a foreign buyer, legal due diligence should feed directly into the agreement and closing plan. A finding about a transfer restriction needs an identified approval or other resolution before closing. A finding about an uncertain business obligation needs a defined allocation of responsibility in the contract. This guide covers acquisitions of privately held companies; listed shares, regulated businesses and sector-specific approvals require additional review.

1. Share Purchase Agreements in Turkey: Define the Acquisition

Share purchase agreements in Turkey should identify the target company, seller, buyer and shares with enough precision to connect the purchase obligation to the transfer documents. Establish whether the company is a joint-stock company or LLC, whether certificates exist, whether registered shares are fully paid and which provisions in the company documents govern transfer (6102 sayılı Türk Ticaret Kanunu m.490-492, m.595).

Do not describe a share acquisition as if the buyer were directly purchasing each of the company’s assets. In an LLC, the company is liable for its debts and obligations with its own assets. The buyer’s assessment nevertheless needs to examine the company’s obligations and any separate exposure arising from the buyer’s intended role (6102 sayılı Türk Ticaret Kanunu m.602).

The company registration guide addresses forming a new entity. Acquisition documents address an existing shareholding and should identify the corporate history and current rights associated with it. If the buyer will also become a director or manager, the director liability guide concerns that additional role.

2. Share Purchase Agreements in Turkey: Legal Due Diligence Documents

Share purchase agreements in Turkey need a due diligence file that allows the buyer to test the transfer plan and formulate the seller’s promised obligations. The contract’s content can be freely agreed within statutory limits; mandatory-law and invalidity rules still apply. The diligence exercise should therefore record facts and unresolved documents rather than merely produce a generic statement that the company has been checked (6098 sayılı Türk Borçlar Kanunu m.26-27).

The following is an indicative request list to tailor to the target, not a statutory list required for every acquisition:

Review area	Documents to request	Question for the SPA or closing plan
Corporate identity	Current company documents, amendments, registry records	Is the target and its current company form correctly identified?
Shares and title	Share ledger, certificates where issued, seller’s acquisition documents	Which shares can the seller transfer and how will transfer be demonstrated?
Restrictions and approvals	Transfer clauses, existing investor arrangements, relevant resolutions	What consent, waiver or corporate act is needed?
Finance and obligations	Financial records, debt instruments, guarantees, shareholder financing	Which identified obligations need disclosure and contractual allocation?
Business contracts	Material customer, supplier, lease and financing agreements	Which terms need review in light of the proposed ownership change?
Disputes and compliance records	Pleadings, notices, permits and records relevant to the business	Which unresolved matter affects the buyer’s decision or seller obligations?

For joint-stock shares, transfer and share-ledger evidence must be examined together. Proper transfer must be proved before the acquirer is entered in the ledger, and the recorded person is recognised as shareholder in relations with the company (6102 sayılı Türk Ticaret Kanunu m.499).

For an LLC, read the company agreement before agreeing the closing conditions. It may alter the statutory approval arrangement or prohibit transfer. It may also contain the acquisition rights and additional obligations expressly addressed by the Code (6102 sayılı Türk Ticaret Kanunu m.577, m.595).

Shareholder financing requires its own review. A share sale should identify what is intended to happen to any seller loan alongside the share acquisition. The shareholder loans guide explains that financing subject. Public-debt exposure needs the separate analysis in company tax debt liability in Turkey; a seller’s undertaking should not be presented as a substitute for that statutory assessment.

3. Share Purchase Agreements in Turkey: Turn Findings into Clauses

Share purchase agreements in Turkey should connect each material diligence finding to a decision: obtain a missing document, require a pre-closing act, change the commercial terms, define a seller undertaking or leave an expressly identified issue unresolved. The contract should state what the seller promises and when performance is due. If Turkish contract law applies, failure to perform properly can lead to compensation unless the debtor proves the absence of attributable fault (6098 sayılı Türk Borçlar Kanunu m.112).

For each representation or undertaking, identify the subject, relevant date, supporting disclosure and intended consequence. A promise about title to the shares should not be left indistinguishable from a promise about the target’s financial records. Equally, a defined obligation to produce an approval before closing needs a different performance record from a statement about an earlier fact.

A disclosure schedule should let the reader locate the disclosed document and understand which statement it qualifies. This is a drafting objective: the schedule’s effect depends on the actual wording and applicable law. Uploading a document to a review folder should not be described as a universal statutory release of seller liability.

Liability provisions need their own validity review. Under Turkish contract law, an advance agreement excluding responsibility for gross fault is invalid. A proposed cap, exclusion or allocation should therefore be assessed against the particular obligation and the mandatory rules, rather than assuming that a broad disclaimer answers every question (6098 sayılı Türk Borçlar Kanunu m.27, m.115).

4. Share Purchase Agreements in Turkey: Signing and Closing Conditions

Share purchase agreements in Turkey should specify which obligations arise at signing and which acts complete the acquisition. A closing plan can identify outstanding approvals, transfer instruments, evidence of payment and the corporate records to be delivered. That commercial sequence must be checked against the statutory transfer requirements, particularly the LLC rule applying form requirements to transactions creating a transfer obligation (6102 sayılı Türk Ticaret Kanunu m.595/1).

For each condition, specify the responsible party, required evidence and what the agreement provides if it remains unsatisfied. The documents should also identify whether the buyer’s intended board or manager appointment is to occur at closing and what separate corporate act is needed. The signature on the SPA should not be represented as itself constituting every appointment or articles amendment (6102 sayılı Türk Ticaret Kanunu m.408, m.623).

If the transaction includes an ongoing investor arrangement, review the shareholders’ agreement alongside the SPA and company documents. Transfer, appointment, voting and funding provisions need consistent parties, share definitions and timing. For joint-stock companies, a statutory right to board representation for the share or shareholder groups covered by Article 360 requires a provision in the articles; that document should be identified among the transaction deliverables where such a right is intended (6102 sayılı Türk Ticaret Kanunu m.360).

5. Share Purchase Agreements in Turkey: Joint-Stock Closing Documents

Share purchase agreements in Turkey involving joint-stock registered shares require the share type and approval regime to be established first. Article 490 permits legal-transaction transfer of registered share certificates through endorsement and delivery of possession. The rule is subject to statutory and articles restrictions; it should not be expanded to every share type or certificate situation (6102 sayılı Türk Ticaret Kanunu m.490).

Fully unpaid registered shares require company approval, with the exceptions stated by the statute. The articles may also make registered-share transfers subject to approval. These are distinct approval grounds and should be identified in the diligence findings (6102 sayılı Türk Ticaret Kanunu m.491-492).

In the nonlisted registered-share approval regime, Article 493 specifies grounds on which approval may be refused. While required approval remains outstanding, ownership and all rights attached to the shares remain with the transferor. The statute also addresses deemed approval where the request is not refused within its prescribed period or the refusal is unjustified (6102 sayılı Türk Ticaret Kanunu m.493-494).

The closing file should therefore distinguish the purchase contract, the applicable transfer act, company approval where required and the evidence for share-ledger entry. Article 499 requires proof of proper transfer before entry and identifies ledger recognition in company relations. A payment confirmation alone does not provide the entire record (6102 sayılı Türk Ticaret Kanunu m.499).

6. Share Purchase Agreements in Turkey: LLC Closing and Registration

Share purchase agreements in Turkey involving an LLC require written form and notarised signatures for the transfer and transactions creating the transfer obligation. Article 595 also requires specified additional and ancillary obligations, expanded competition restrictions and acquisition-right and penalty conditions to appear in the transfer agreement where relevant (6102 sayılı Türk Ticaret Kanunu m.595/1).

Unless the company agreement provides otherwise, general assembly approval is required and the transfer becomes valid with that approval. Unless the agreement provides otherwise, the assembly may refuse without giving a reason. The company agreement may prohibit transfer. If no refusal occurs within three months of the application, the provision treats approval as given (6102 sayılı Türk Ticaret Kanunu m.595/2-4, m.595/7).

Registration is a separate statutory step. Managers apply to the trade registry to register the passing of capital shares. If the application is not made within thirty days, the departing shareholder may apply for removal of their name in relation to those shares, after which the registry requests the acquirer’s name from the company (6102 sayılı Türk Ticaret Kanunu m.598).

An LLC closing checklist should therefore identify:

1. The transfer and transfer-obligation documents in the required form.
2. The applicable company-agreement restrictions and acquisition rights.
3. General assembly approval, where required, and its supporting record.
4. The agreed payment and other contractual deliverables.
5. The manager’s registration application and the records to be retained.

Do not treat registration, approval and the purchase-price payment as interchangeable evidence. Each addresses a different part of the statutory or contractual sequence.

7. Share Purchase Agreements in Turkey: Governing Law and Disputes

Share purchase agreements in Turkey with a foreign element require a separate governing-law and dispute-forum review. Article 24 addresses the law governing contractual obligations, while directly applicable Turkish rules remain relevant within their purpose and scope. A foreign-law choice should not be described as removing company-law transfer requirements without analysing those requirements (5718 sayılı Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun m.24, m.6).

The governing law and jurisdiction guide separates court clauses, arbitration and enforcement. If a dispute concerns a seller’s promise, the claimant should identify that obligation and its breach; if it concerns shareholder status or a corporate resolution, the corporate remedy needs a separate assessment. Relevant preparation is covered in suing a Turkish company from abroad and shareholder disputes in Turkey.