INVESTMENT IN TURKEY
Transfer of Shares of a Limited Company

The procedures are very easy and take very short time.
The buyer of a share (or his/her agent who is authorised to carry out the transaction through a Power of Attorney) just

  • gets a tax registry number at the local tax office and
  • then signs a Share Transfer Contract with the seller and they have it ratified at a notary public.

All other complementary transactions are carried out by the company whose shares are subject to a transfer.

1
Preparation of the necessary documents
 
1.1
Petition

The petition is prepared by the company whose shares are subject to the transfer.
In the petition;

  • The Trade Registry number of the company,
  • the business title of the company and
  • the names of the buyer(s) and seller(s), respective shares of them and the corresponding sale prices

are all clearly shown and the relevant Trade Registry Office is asked for the approval of the Shareholders Board Resolution which already ratifies the transfer. Moreover, the company stamp and signature of the authorised person should appear on the petition (Annex 1).

In addition to the Resolution, the following documents are also attached to the petition.

1.2
Shareholders Board Resolution

The share transfer can only be realised provided that it is approved by the Shareholders Board. In this regard, a Resolution is to be drawn up and signed by the Board participants. Thus, the Resolution is also attached to the petition (Annex 2).

1.3
Notarised Share Transfer Contract

Share Transfer Contract is a document drawn up by both the selling and buying parties. After two copies are drawn up, they should be notarised and then be attached to the petition (Annex 3).

1.4
Declaration of any change in the authorised person(s) (where applicable)

If the share transfer is to cause any change in the authorised person(s), then the change is also to be declared to the Trade Registry Office. The relevant documents are to be attached to the petition.

1.5
Notarised Inheritance Certificate (where applicable)

If the share transfer is with regard to the shares of shareholder who passed away, then a notarised Inheritance Certificate is also attached to the petition.

1.6
Updated Shares and Shareholders List

Since the composition of the shares are about to change, the updated shares and the shareholders list is also attached to the petition (Annex 4).

2
Submission of the prepared documents to the relevant Trade Registry Office
 
3
Registration by the Trade Registry Office and announcement of the transfer in the Trade Registry Gazette

Once the share transfer is announced in the Trade Registry Gazette, the transfer is finalised.

Opening a LIASION OFFICE
Opening a BRANCH
Setting-up a LIMITED COMPANY
Setting-up a JOINT STOCK COMPANY
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