In short: A share transfer agreementis a contract that regulates the terms of the transfer of shares (partnership interests/“stocks”) in a company from an existing shareholder to a third party. It specifies the transfer price, scope, closing conditions, representations and guarantees, and the obligations of the parties ; it also undertakes to fulfill the formal requirements stipulated by law.

Core rules by company type (summary)

• Limited company (Ltd.)

  • The transfer must be made by written contract , and the signatures must be notarized ( Turkish Commercial Code, Article 595 ).

  • For the transfer to be legally effective, company approval (usually a decision by the directors/partners) is required; the company articles of association restrictions (pre-emption rights, dependency on approval, etc.).

  • After that, registered/announced in the trade registry and recorded in the partners' register .

• Joint Stock Company (A.Ş.)

  • Registered shares : Transfer is generally unrestricted; endorsement, transfer of possession , and registration in the share register are required. The company's articles of association may impose limitations such as pre-emption/approval (Turkish Commercial Code Articles 489 et seq.)

  • Bearer shares: Transferable upon delivery; MKK (Central Securities Depository) notification is mandatory (amendments to Law No. 7262).

  • If no share certificates have been issued, a written transfer agreement and updating company records are important for the transfer of bare shares.

 

 

SHARE TRANSFER AGREEMENT

(Registered Shares – Inc.)

1. Parties

1.1. Transferor's
Name/Surname or Title: …………………………………………………………………
Turkish Republic Identity Number/Tax Number: …………………………………………………………………
Address: …………………………………………………………………
(Attachment-… Identity/Trade Registry Documents)

1.2. Transferee's
Name/Surname or Title: …………………………………………………………………
Turkish Republic Identity Number/Tax Number: …………………………………………………………………
Address: …………………………………………………………………
(Attachment-… Identity/Trade Registry Documents)

The parties will hereinafter be referred to individually as "Party" and collectively as "Parties".

2. Definitions

Company: ……………………………….. Inc., MERSIS: ……………, Trade Registry No: …………., Headquarters: …………… Share(s): A total of ……… registered shares with a nominal value of …………… TL in the company's capital (total nominal: ………… TL). Transfer Price: The total sale price of the shares, …………… TL. Closing: The date and entirety of the transactions on which the share transfer is legally and actually completed in accordance with this Agreement (Article 6). Articles of Association: The company's current articles of association.

3. Subject of the Agreement

The Transferor agrees and undertakes to sell and transfer the registered shares in its ownership, the characteristics of which are specified above, to the Transferee in accordance with the terms of this Agreement, in exchange for the Transfer Price ; and the Transferee agrees and undertakes to purchase and take over the said shares.

4. Price and Payment Terms

4.1. Transfer Fee: …………… TL (in words: ……………………… TL).
4.2. Payment Method:
– Cash/Bank Transfer/EFT (IBAN: ……………………… / bank statement Appendix-…)
– If installment payment, schedule: …/…/20… – … TL; …/…/20… – … TL (Article 12 for late payment).
4.3. The full amount closingand/or according to the above schedule.
4.4. The amount is paid net to the Transferor's account, free from all taxes/fees and expenses (stamp duty Article 10).

5. Subject of the Transfer: Shares and Rights

5.1. The transferred shares and all rights and interests associated with them (dividends, bonus shares, pre-emptive rights, liquidation shares, etc.) pass to the Transferee as of the closing date . 5.2. Dividend distribution: To whom the dividends announced but not paid up to the closing date belong: [Preference: Transferor/Transferee/Proportional distribution] . 5.3. Pre-emptive rights: To whom the pre-emptive rights that arose/will arise before the closing date belong: [Preference] .

6. Closing (Performance) and Procedure

The closing will take place on …/…/20… at the address …………… (or via e-signature/UETS). The following steps are simultaneous: a) Payment: Payment of the Transfer Price (submission of receipts). b) Endorsement and Delivery: Endorsement of the back of the registered shares and delivery to the Transferee; if no share certificates have been issued, preparation and transfer of a provisional certificate (Turkish Commercial Code Article 486/3). c) Board of Directors Resolution (if any): If there are limitations/approval conditions regarding share transfers in the articles of association , a board of directors resolution is taken (Turkish Commercial Code Articles 491-493) – Appendix-… d) Share Register: Registration in the share register in the name of the Transferee – Appendix-… e) Notifications: Updating of relevant internal regulations/undertakings and authorization lists.

Explanation: According to Articles 489 et seq. of the Turkish Commercial Code, endorsement and delivery (if a certificate exists), as well as registration in the share register, are important for the validity of a registered share transfer. If there are restrictions in the articles of association, the approval of the board of directors may be required.

7. Terms (Prerequisites)

7.1. Preconditions in favor of the transferee:
(i) Completion of necessary internal/approval processes, (ii) Bank letters, confirmations of no outstanding debts (if any), (iii) Board of Directors approval regarding transfer restrictions in the articles of association.
7.2. Preconditions in favor of the transferor:
(i) Full and cash payment of the transfer price/as promised, (ii) Necessary public/third-party permits (if any).
7.3. If the preconditions are not met by …/…/20…, the parties jointly and severally (Article 13).

8. Statements and Undertakings of the Transferor

The Transferor declares/undertakes the following on the Closing date and for a period of … years after Closing : 8.1. The right of ownership in the shares belongs to it; the shares are not subject to any encumbrances, including pledge, seizure, confiscation, usufruct, purchase/sale option, or pre-emption . 8.2. All shares have been fully paid ; this is consistent with the Company's records. 8.3. There is no situation giving rise to a pre-emption/pre-emption/priority right arising from the articles of association or the shareholders' agreement, or the necessary waivers/approvals have been obtained. 8.4. There are no significant lawsuits, enforcement proceedings, or administrative investigations against/affecting the Company , or if there are, they are fully and accurately disclosed in Appendix-… (disclosure obligation). 8.5. The Company's financial records (if any) are kept in accordance with generally accepted accounting principles; there are no hidden liabilities/undertakings other than foreseeable tax liabilities (excluding those disclosed). 8.6. Compliance: No transactions are known to be in violation of MASAK regulations, sanction/embargo lists, anti-bribery and anti-bribery rules; KVKK (Personal Data Protection Law) processes are operated at a reasonable level (except for those disclosed). 8.7. The necessary representation powers for the establishment and performance of this Agreement exist.

9. Statements and Undertakings of the Transferee

9.1. The company has the financial means to pay the transfer fee as stated in the contract . 9.2. There are no legal obstacles/boycotts/sanctions on any list. 9.3. The necessary internal approvals and representation authorities are available.

10. Taxes, Fees and Expenses

10.1. Stamp Duty: The stamp duty arising from this Agreement shall be borne [half and half/Transferee/Transferor] . 10.2. Capital gains tax liabilities arising from the off-exchange share transfer shall be borne by the relevant party. 10.3. Notary, shipping, translation, certification, share certificate printing, etc. expenses : [preferred sharing] .

11. Privacy and GDPR

11.1. The parties shall keep confidential any trade secrets they learn before and after closing ; they shall not disclose them to third parties. 11.2. In accordance with the Personal Data Protection Law (KVKK), the parties shall comply with the requirements for informing and providing explicit consent ; they shall process personal data only for the purpose of performing this Agreement.

12. Default, Sanctions and Compensation

12.1. Payment Default: Default interest to be applied to the amount not paid within the due date + … days : ……… (%… annual/monthly). 12.2. Breach of Representation: In case of breach of representation/undertaking by the parties, the party committing the breach shall compensate the other party for its direct damages (including reasonable attorneys' fees) . 12.3. Compensation Period/Ceiling: Compensation period [… years] ; ceiling [%… of the Transfer Price / … TL] (the ceiling does not apply in case of fraud/gross negligence).

13. Termination

13.1. Termination for just cause is possible if the preconditions are not met within the specified time, if the payment default lasts for … days, or if the breaches of declaration are substantial . 13.2. In case of termination, the performances rendered by the parties shall be returned in accordance with the provisions of unjust enrichment; furthermore, the provisions of Article 12 are reserved.

14. Non-Compete Clause and Employee Orientation (Optional)

14.1. The transferor agrees not to compete in the field of activity of ………… within the borders of ………… province/country for a period of … years from the date of closure . 14.2. A ban on targeting employees/suppliers/customers applies for the same period . (The scope of this provision should be determined reasonably/proportionately.)

15. Notifications – Official Notices

All notifications must be made in writing and signed via UETS, KEP, registered email, hand delivery with signature, or registered mail with return receipt requested. Unless address changes are notified in writing, the addresses listed above remain valid.

16. Competent Court and Applicable Law

16.1. The Istanbul (Central) Courts and Enforcement Offices shall have jurisdiction over disputes arising from this Agreement.
16.2. Turkish Law shall apply.

17. Miscellaneous Provisions

17.1. Severability: If one provision becomes invalid, the others shall remain in effect.
17.2. Prohibition of Assignment: The parties may not assign their rights/obligations arising from this Agreement to the other party without written consent.
17.3. Integrity: This Agreement and its Annexes constitute the full agreement of the parties regarding its subject matter; it supersedes any prior written/oral agreements.
17.4. Entry into Force: It enters into force on …/…/20…
17.5. Copy: … (two/three) copies.

---

TRANSFEREE
Name/Title: ……………………………………
Signature/Stamp: ……………………………………
Date: …/…/20…

TRANSFEROR
Name/Title: ……………………………………
Signature/Stamp: ……………………………………
Date: …/…/20…

---

List of Attachments (Example)

• Appendix 1: Share list and nominal value table

• Appendix 2: Copies of share certificates / sample share documents

• Appendix 3: Board of Directors' decision approving the share transfer (if any)

• Appendix 4: Sample share register entry (page relating to the transaction)

• Appendix 5: Bank statements/payment receipts

• Appendix 6: List of disclosed cases/debts (if any)

• Appendix 7: Identity/authorization documents, signature circulars.

---

Joint Stock Company Share Transfer Implementation Notes (Practical)

• Transfer of registered shares: endorsement + delivery (if there is a share certificate) and registration in the share register; approval of the Board of Directors (Turkish Commercial Code Articles 489–493).

• If there is no share certificate, a certificate of ownership can be issued; the transfer of a certificate of ownership is similar to a registered share certificate.

• Stamp duty: Stamp duty may arise from the contract; price determination and number of copies are important.

• of dividends and pre-emptive rights must be clearly regulated in the contract.

---

(Alternative) ADAPTATION NOTES FOR LIMITED LIABILITY COMPANIES

The transfer of shares (participation shares) in a limited liability company differs from that in a joint-stock company (A.Ş.):

1. A written transfer agreement prepared in the presence of a notary public is mandatory (Turkish Commercial Code, Article 595).

2. Unless otherwise stated in the articles of association, General Assembly approval is required; except in cases where refusal is not possible.

3. Registration and publication (in the commercial registry) are required; entries are made in the share register.

4. Annotations/encumbrances (liens, liens) should be checked in the registry and share register.

In this case, adapt the template above by replacing the "A.Ş." (Inc.) designation with "Limited Company"; "Notary Arrangement," "General Assembly Resolution, " "Registration/Publication," and "Fees" mandatory.

---

Optional Short “Advance/Closing Security” Clause (Optional)

• Escrow arrangement: The transfer price is deposited into the escrow account at the ... Bank ... branch; simultaneously, the share certificate/property certificate is deposited with the escrow account, registered in the share register, and then released.

• Cancellation penalty: The party that fails to appear for closing/breach of performance shall pay the other party a penalty of … TL.