How to Add or Remove Shareholders in a Turkish Company as a Foreigner

  • July 2, 2025
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Introductions

Whether you’re restructuring your business, welcoming new partners, or parting ways with existing ones, knowing how to add or remove shareholders in a Turkish company is essential. For foreigners operating in Turkey, this process involves specific legal documentation, notarial procedures, and compliance with trade registry laws. Understanding the steps, requirements, and potential pitfalls will ensure a smooth transition in your company structure.

Whether you’re managing a small startup or a growing limited liability company, this guide walks you through how to legally and effectively handle shareholder changes — from preparing the necessary documents to submitting updates to the trade registry.

Understanding Shareholder Structures in Turkey

Most foreign-owned companies in Turkey are structured as Limited Liability Companies (LLC) or Joint Stock Companies (JSC). In both forms, shareholders can be individuals or legal entities, and their ownership stakes determine voting rights, profit shares, and legal responsibilities.

In Turkey, any change in shareholding — whether adding a new partner or removing an existing one — must be officially recorded in the Trade Registry Gazette and often requires approval from the shareholders and notarization.

Key Legal Requirements for Shareholder Changes

Changing shareholders involves:

  1. Drafting a share transfer agreement or share subscription declaration
  2. Notarizing required documents
  3. Holding a general assembly meeting (for JSCs) or a shareholder decision (for LLCs)
  4. Updating the trade registry
  5. Informing the tax office

Each step must comply with Turkish Commercial Code regulations and may vary slightly depending on the company’s legal structure.

How to Add a Shareholder in a Turkish Company

Step 1: Prepare the Share Subscription Agreement

When bringing in a new shareholder, you’ll need to prepare a share subscription agreement. This outlines:

  • Number and value of new shares to be issued
  • Payment method (cash, asset contribution)
  • Rights and responsibilities of the new shareholder

Step 2: Obtain Shareholder Approval

In LLCs, existing shareholders must unanimously approve the addition. In JSCs, the general assembly passes a resolution.

Step 3: Notarization and Documentation

Legal documents — including the shareholder decision and updated articles of association — must be notarized. You’ll work with notaries in Turkey for this process.

Step 4: Register with Trade Registry

Submit the updated shareholding structure to your local Chamber of Commerce. You must also inform the tax office and social security institution if applicable.

Step 5: Update MERSIS and Notify Authorities

Log the change in the MERSIS system, Turkey’s centralized commercial registration database.

How to Remove a Shareholder in a Turkish Company

Step 1: Draft the Share Transfer Agreement

The outgoing shareholder must agree to transfer their shares to another shareholder or to the company (if allowed by the articles of association). This agreement should specify:

  • Transfer price
  • Payment terms
  • Legal rights relinquished

Step 2: Notarization and Signature

The agreement must be signed in the presence of a notary. Foreign shareholders should ensure their identity documents are officially translated by translation services in Turkey.

Step 3: Update Internal Company Records

Amend the company’s share ledger and, if needed, its articles of association. LLCs require unanimous approval unless otherwise stated in the contract.

Step 4: Register the Change

File the new shareholder structure with the trade registry. Use https://turkiye.gov.tr to verify current ownership data before and after registration.

Foreigners: Additional Considerations

Foreigners must follow extra procedures, especially when acting remotely or through representatives. Key tips include:

Tax and Financial Considerations

Adding or removing shareholders may trigger tax liabilities or notification obligations:

  • Capital increase must be declared
  • Share transfer taxes may apply
  • Notify the tax office of ownership change within 10 days

Use https://ivd.gib.gov.tr, the Turkish Revenue Administration site, for filing declarations.

Can You Do It Remotely?

Yes, but it requires:

  • A legally valid power of attorney in Turkey
  • Notarized and apostilled documents
  • Official translations using translation services in Turkey

A trusted local representative (lawyer or CPA) can execute the entire process if authorized.

Common Pitfalls and How to Avoid Them

  1. Not using a notary: Documents not notarized in Turkey are often rejected.
  2. Language mismatch: Untranslated or poorly translated documents cause delays.
  3. Missing shareholder consent: Turkish law often requires unanimous or majority approval.
  4. Incorrect tax filings: Failure to notify the tax office may result in penalties.

Example Scenarios

Scenario 1: Adding a New Foreign Investor

A foreign investor joins an existing Turkish tech company. The existing shareholders approve a capital increase. New shares are issued, and the investor’s documents are translated and notarized. The process is completed in under 10 days with trade registry updates.

Scenario 2: Founder Exits a Startup

One of the co-founders of an LLC wants to exit. A share transfer agreement is signed with another partner. After notarization and shareholder approval, the new structure is submitted to the Chamber of Commerce.

How FO Consultancy Can Help

Navigating the complexities of add or remove shareholders in a Turkish company can be time-consuming and bureaucratic. FO Consultancy offers:

  • Legal document preparation
  • Trade registry representation
  • Tax office compliance
  • Support from an English Speaking Lawyer in Turkey
  • Company formation in Turkey

Conclusion

Whether you’re entering a new partnership or restructuring an existing one, knowing how to add or remove shareholders in a Turkish company is essential for legal and operational success. From drafting agreements to official registration, each step must comply with Turkish law and involve careful documentation.

Foreigners must pay special attention to translation, notarization, and representation requirements. With professional assistance and the right preparation, the process can be completed efficiently and remotely if needed.

For more guidance, consult:



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