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How to Transfer Limited Company Shares? Notary Public, General Assembly Approval, Registration and Liability of the Transferor. Within the scope of TCC Article 594-598, the validity conditions of share transfer, three-month implied approval, trade registry transactions and the risk of continuing taxes and premium debt after the transfer have been updated as of 2026.
Share transfer in a limited company is not completed with a contract signed by a notary. The law clearly stipulates that the transfer will be valid with the approval of the general assembly of partners, unless otherwise stipulated in the articles of association. The general assembly may refuse approval without giving a reason; If there is no rejection decision within three months from the application, the approval is deemed to have been given. Following the transfer, company managers must apply to the trade registry within thirty days. The transferor and the transferee may be held jointly responsible for taxes and other public receivables before the transfer. The guide explains the stages of the transfer, remedies against partners who avoid approval, transition through inheritance and enforcement, registration and the tax and social security aspects of the transfer.
1. Why Can't Share Transfer Be Completed in One Step?
A limited company is a type of closed company that gives importance to the personality of its partners. Therefore, the law provides for a two-stage system that prevents a partner from making a person foreign to the company a partner on his own: first, a formal transfer agreement is drawn up, and then the company approves this transfer. According to TCC Article 595/2, unless otherwise provided in the company contract, the approval of the general assembly of partners is required for the transfer and the transfer becomes valid with this approval.
The most common mistake in practice is to think that the partnership changes hands as soon as the signature is signed at the notary. However, until approval is given, the transferee does not gain the title of partner towards the company; The transferor is not relieved of the obligations arising from the partnership.
Transfer of capital shares and transactions resulting in transfer obligations are made in writing and the signatures of the parties are approved by a notary (TTK Article 595/1). An ordinary written transfer agreement made without complying with the form will not result in the transfer of shares.
The law also requires that some issues be specified separately in the contract. If additional payment or side performance obligations, aggravated non-competition, pre-emption, buy-back, purchasing rights or contract penalties are stipulated in the company agreement, these are stated in the transfer agreement. These provisions also bind the transferee and are among the issues that most often lead to disputes later on.
Beyond the minimum content required by the law, it is recommended to add the following issues to the contract in order to protect the transferee: declarations and guarantees regarding the company's taxes, premiums and other debts, payment schedule of the transfer fee and the obligation to refund in case of failure to obtain approval, whether the transferor will resign from his position as director, transfer of bank powers of the company.
From whom and by what majority is approval obtained?
Approval of the transfer of capital shares is among the non-transferable powers of the general assembly (TTK article 616/1-g). Since the law does not stipulate a special aggravated quorum for this decision, the absolute majority of the votes represented at the meeting is sufficient unless there is a contrary provision in the company agreement (TTK article 620). Can the general assembly reject approval? Yes. Unless otherwise stipulated in the company agreement, the general assembly may reject approval without giving a reason (TTK article 595/3). The company agreement may also prohibit transfer completely (Art. 595/4). In these two cases, the partner is not trapped in the company; The law reserves the right of the partner to leave the company for justified reasons (Art. 595/5).
What happens if a decision is not made within three months?
If the general assembly does not reject it within three months from the application, approval is deemed to have been given (TTK article 595/7). This rule is a strong protection against partners who fail to meet to avoid approval. In its decision dated 29.01.2026 and numbered E.2025/3669, K.2026/585, the 11th Civil Chamber of the Supreme Court of Appeals approved the decision accepting that in a case where the general assembly does not convene and make a decision within three months and the manager does not apply to the trade registry, the partner's mere notification that he does not approve the transfer will not have any consequences and the shares will be deemed to have passed to the transferee after three months have passed.
In order for the period to start, the transfer must be notified to the company in a documented manner. Making the notification through a notary and to the company's registered address prevents any disputes that may arise in the future regarding the start date.
Signing the transfer agreement Transferor and transferee Written form and notarized signature (Art.595/1)
Notification of the transfer to the company Parties The three-month approval period starts with the application (Art.595/7)
General assembly decision Partners Approval, rejection or implied approval after three months
Application to the trade registry Managers Within thirty days; If this is not done, the departing partner can apply (Art. 598).
Turkish Trade Registry Gazette announcement registry office After registration, clarity is provided to third parties
Shares do not always change hands with a sales contract. In cases of inheritance, liquidation of the property regime between spouses or sale through execution, all rights and debts are transferred to the person who acquired the share without the need for the approval of the general assembly (TTK article 596/1). The company also has a protection option in this case: it can refuse to approve the new partner within three months from the date of learning about the acquisition. However, for this purpose, he must propose to take over the share at its real value on behalf of himself, a partner or a third party he designates. If the parties cannot agree on the real value, the commercial court of first instance at the company headquarters determines the value and this decision is final (Art. 597).
To register the transfer of shares, company managers apply to the trade registry. If the application is not made within thirty days, the departed partner may personally apply to the registry to have his/her name deleted; The registry director also gives the company time to notify the name of the transferee (TTK article 598/2). This opportunity is of great importance for the transferring partner to have his name cleared from the registry.
The trust of well-intentioned people who rely on the registry is protected (Art. 598/3). Therefore, as registration is delayed, the transferor partner still appears as a partner to third parties and may suffer the consequences.
Limited company partners are directly responsible for public receivables that cannot be collected from the company, in proportion to their capital shares. The second paragraph of Article 35 of Law No. 6183 stipulates that in case of share transfer, the share transferor and the transferee will be held jointly and severally liable for public receivables dating back to before the transfer. In other words, transferring the shares does not mean getting rid of company tax liabilities incurred until the date of transfer; The transferee also becomes responsible for these past debts. Social security premiums and partnership duration The 10th Civil Chamber of the Supreme Court of Appeals, in its decision dated 01.11.2021 and numbered E.2021/2108, K.2021/13193, accepted that the transfer agreement made at the notary is not sufficient to terminate the partnership, that it ends on the date when the board of partners of the partnership approves the transfer, and that the transferor is responsible for the premium debts accrued until this date. The decision shows that delaying the approval process has direct financial consequences for the transferring partner.
If the transferring partner is also the company director, the transfer of the share does not automatically terminate the directorship. Leaving the directorate must also be decided and registered. Otherwise, the person may continue to be exposed to liability within the scope of Article 35 bis of Law No. 6183 in his capacity as legal representative.
The gain arising from the real person partner's transfer of his limited company share in return for consideration may be subject to income tax as capital gains, regardless of the retention period (Income Tax Code, Article 80 bis). Representing the transfer price realistically in the contract and documenting the cost price protects the parties in case of tax audits that may arise later. For this reason, it would be appropriate to make an evaluation with a financial advisor before determining the price.
A partner with a fifty percent share in a limited company with two partners signed a contract at the notary to transfer his share to a third party and notified the transfer to the company through the notary. The other partner, who is also the company manager, said verbally that he did not want the transferee, but did not call the general assembly meeting and did not apply to the trade registry. Four months have passed.
Since the general assembly does not make a rejection decision within three months from the application, the transfer is deemed to have been approved (TTK article 595/7). The partner's mere statement of objection is not a substitute for a proper rejection. At this stage, the transferring partner may apply to the trade registry to have his name deleted because the thirty-day period has passed (Art. 598/2); If the manager refrains from registration, the transferee may file a lawsuit for the share to be entered and registered in the company records. The Supreme Court's decision dated 2026 is also in this direction. The parties must also share the risk of joint liability for company tax debts incurred until the date of transfer, in accordance with the contractual provisions.
Is the limited company share transfer done at the notary or in the trade registry?
The transfer agreement is made in writing and the signatures of the parties are notarized. The trade registry is the place where the transfer is registered; Notary approval is required in terms of the form requirement of the contract.
Is the transferee considered a partner without the approval of the general assembly?
No, unless otherwise provided in the company agreement. The transfer becomes valid upon confirmation. However, if the general assembly does not reject it within three months from the application, approval is deemed to have been given.
How to obtain general assembly approval in a single-partner company?
In a single-partner limited company, the partner has all the powers of the general assembly and takes decisions in writing (TTK article 616/3). In practice, a written decision of the board of partners is issued together with the transfer agreement.
I transferred the shares, will the old tax debt of the company come to me?
He may come. In accordance with Article 35 of Law No. 6183, the transferor and the transferee are jointly liable in proportion to their shares for the part of the public receivables before the transfer that cannot be collected from the company.
Can a partner transfer his share to his spouse or child?
Can be transferred; However, intra-family transfers are also subject to the same form requirement and general assembly approval. In case of free transfers, tax consequences should be evaluated separately. Common Mistakes in the Process
Considering the notary signature as completion of the transfer: The partnership does not change hands without waiting for the approval of the general assembly or the expiration of the three-month period.
Making the notification without documentation: The three-month implied approval period begins with the application; A notification whose date cannot be proven creates controversy.
Forgetting to resign as a director: Share transfer does not end the directorship; Legal representative liability may continue.
Taking a share without examining the company's debts: The transferee may also be held responsible for public receivables dating back to before the transfer.
Leaving the registration to the company and not following up: If the application is not made within thirty days, the departing partner's right to apply must be exercised.
Limited company share transfer; It is a safe transaction when the form requirement, general assembly approval, registration and liability regime for public debts are managed together. Skipping any of these steps leaves the transferor open to years of tax and premium pursuits, and the transferee to the risk of not being able to use his partnership rights against the company. Küheylan Law Firm; It offers consultancy based on the legal security of the partners throughout the process, from examining the company's debt situation before the transfer to the preparation of the transfer agreement, the path to be followed against partners who avoid approval, trade registry procedures and registration cases. For file evaluation, an appointment can be requested via info@kuheylanhukuk.com.
Important Legal Notice: The legal explanations contained in this guide have been prepared by Küheylan Law Firm for general information purposes and do not constitute legal advice. In company law, the provisions of the articles of association, partnership structure and periods have different results in each file; It is recommended to get support from a lawyer before taking any action. © 2026 Küheylan Law Firm. All rights reserved.
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