Shareholder agreement review in Turkey
Shareholder agreement review: your checklist
Choose the company type and your position. You will see the terms to check first.
General list; the articles of association and the agreement must be read together.
Shareholder agreement review in Turkey: control, deadlock, exit and employment contracts
Shareholder agreement review in Turkey means checking a shareholders’ agreement together with the company’s articles of association under the Turkish Commercial Code No. 6102. Only the articles bind the company and third parties; the shareholder agreement binds the signatories as a contract. A good agreement regulates management and voting, veto rights, deadlock, share transfers, drag-along and tag-along rights, non-compete obligations and exit, and is aligned with the articles so that it can actually be enforced.
Shareholder agreement review: articles versus agreement
The articles of association are registered and bind the company, its organs and third parties. A shareholder agreement is a private contract between the shareholders; a breach usually leads to damages or a contractual penalty, not to the invalidity of a company resolution. Important rights such as transfer restrictions, pre-emption or board seats should therefore also be reflected in the articles where the law allows.
Management, voting and veto rights
- Composition of the board (AŞ) or managers (Ltd) and who appoints them
- Reserved matters requiring unanimous or qualified majority approval
- Information and audit rights of minority shareholders
- Dividend policy and future capital increases
Deadlock in 50/50 companies
Where shareholders hold equal stakes, a deadlock mechanism is essential: escalation to senior management, mediation, and as a last resort a buy-sell clause (for example a “Russian roulette” or “Texas shoot-out”) or a sale of the company. Without such a clause, the only remaining route may be a court-ordered dissolution or the exit of a shareholder for just cause.
Share transfer, drag-along and tag-along
- Ltd: a share transfer needs a written deed with notarised signatures, approval of the general assembly and registration with the Trade Registry.
- AŞ: transfers are generally freer, unless the articles restrict registered shares.
- Pre-emption: other shareholders’ right to buy first
- Drag-along: the majority can require the minority to sell on the same terms
- Tag-along: the minority can join a sale by the majority
- Valuation: agreed method for buy-outs
Employment contracts of shareholders and staff
Shareholders who work in the company and key employees should have written employment contracts under the Labour Law No. 4857. Typical points are the probationary period (up to two months, extendable to four by collective agreement), notice periods of two to eight weeks depending on length of service, severance pay after one year, and non-compete clauses, which must be limited in place, time and type of business. Foreign employees also need a work permit; see work permit for company partners.
How the review works
Documents
The agreement, the articles and the trade registry record are collected.
Comparison
Agreement and articles are checked for consistency and enforceability.
Report
Gaps and proposed clauses are reported in writing.
Implementation
Where needed, the articles are amended and the change is registered.
Frequently asked questions about shareholder agreements
Is a shareholder agreement binding in Turkey?
Yes, as a contract between the signatories. Rights that should bind the company must also be reflected in the articles.
How are shares in a limited company transferred?
By a written deed with notarised signatures, approval of the general assembly and registration with the Trade Registry.
What happens in a 50/50 deadlock?
The agreed deadlock mechanism applies; without one, a court route such as dissolution or exit for just cause may be the only option.
Can a non-compete be agreed?
Yes, but it must be reasonable in place, time and scope to be enforceable.
Official sources and related pages
This guide is based on the official legislation of the Republic of Türkiye and was last updated on .
This page provides general information and is not a substitute for legal advice on a specific case. No particular outcome of any application or proceeding is promised.
Skyland İstanbul, Huzur, Azerbaycan Cd. No:4 A Blok Kat:26 No: 580, 34773 Sarıyer/İstanbul
+90 532 276 80 85
7 days a week, 24 hours