Share transfer in a limited company: form, approval, tax and liability
The steps of a share transfer in a limited company, the transfer agreement, general assembly resolution, share register and registration; tax, stamp duty, SGK and liability for public debts of the transferor and transferee; a pre-transfer checklist.
Changes in ownership of a limited company are subject to stricter formal requirements than in a joint stock company. The same steps are followed when a partner leaves, a new partner joins or shares are transferred within a family.
Step by step
1. Transfer agreement A written share transfer agreement is made between the transferor and the transferee, and the signatures are notarised. The agreement states the nominal value of the share transferred, the transfer price and the method of payment. An undertaking to transfer shares is subject to the same form.
2. General assembly approval Unless the articles of association provide otherwise, the transfer is subject to general assembly approval. The general assembly can refuse approval without giving reasons; the articles of association may set different rules on this. With approval, the transfer becomes valid against the company.
3. Share register The transferee is entered in the share register as a partner. For companies formed in 2026 and companies that have switched to ETDS, this entry is kept electronically: ETDS
4. Registration and publication The managers have the share transfer registered in the trade registry, and it is published in the Turkish Trade Registry Gazette. For registry fees and charges: Trade registry fees and charges
5. Other institutions The tax office is informed of the change in partners; at SGK, Bağ-Kur insurance ends for the transferor and begins for the transferee with registration.
Tax aspects
| Subject | Explanation |
|---|---|
| Transferor's gain (individual) | Gains from selling a limited company share are declared as capital gains regardless of the holding period. The gain is found by deducting the purchase price and expenses from the sale price; the purchase price can be indexed under certain conditions. |
| Transferor's gain (company) | Included in corporate income; the possibility of a partial exemption on the sale of participation shares held for a certain period is assessed separately. |
| Stamp duty | The share transfer agreement may be subject to stamp duty if it contains a price: Stamp duty |
| Transfer below value | Transferring a share far below its real value can raise questions of a gift or disguised profit distribution; in family transfers, inheritance and gift tax may arise. |
To see the approximate tax on capital gains: Income tax calculator
Liabilities
Public debts: partners in a limited company are liable for tax and SGK debts that cannot be collected from the company in proportion to their capital shares. A partner who transfers their share may remain liable, together with the transferee, for debts relating to the period before the transfer. The company's tax and SGK debt position must be checked before the transfer.
Capital debt: if the capital commitment for the transferred share has not yet been paid, this debt passes to the transferee; depending on the articles of association, the transferor's liability may also continue.
Pre-transfer checklist
- Do the articles of association contain special provisions on share transfers (pre-emption, approval requirement)?
- Has the company's tax and SGK debt been checked?
- Have receivables and payables in the shareholders' current account been settled? Shareholder current account
- Are the transfer price, method and date of payment written in the agreement?
- If the transferee is a foreigner, have the tax number and foreign investment notifications been planned? Company formation for foreigners
- If the transferor's role as manager will end, has a new manager been appointed? Resolution appointing a manager
- Is the general assembly resolution ready? Resolution approving a share transfer
Our related service: Trade registry procedures
Legal basis: Turkish Commercial Code No. 6102 arts. 595 and 596; Income Tax Law No. 193 repeated art. 80; Law No. 6183 art. 35; Stamp Duty Law No. 488.