Shareholder Agreement Lawyer in Turkey
A shareholder agreement lawyer structures how ownership, control, funding and exit work between the owners of a Turkish company, and how those terms hold when they are tested.
Most foreign investors arrive in Turkey with a shareholders’ agreement already drafted. It has been through two rounds of comments, it covers reserved matters and drag-along rights, and it was written by competent counsel in London, Frankfurt or Dubai. The document is not the problem. What the document can reach inside a Turkish company is.
Oznur & Partners advises Turkish and international shareholders on drafting, negotiating, reviewing and enforcing shareholders’ agreements under Turkish law. The work runs on two levels at once: what the parties promise each other, and what the Turkish Commercial Code No. 6102 (TCC) will actually let those promises do.
Investors who have signed before tend to arrive with a sharper question than first-time founders. “What actually happens to my shareholders’ agreement once the company is registered in Turkey?” The agreement keeps its full force between the people who signed it and loses most of its reach at the same moment. It binds its signatories as a contract under the Turkish Code of Obligations No. 6098 (TCO). The company itself is not a party unless it signs, which is uncommon in Turkish practice, and the registered articles of association (esas sözleşme) remain the text that governs the company and its dealings with third parties.
That split leads directly to the question counsel is asked most often in the negotiation room. “Which document decides the outcome if the two say different things, the shareholders’ agreement or the articles of association?” At corporate level, the articles of association decide. A vote cast in breach of a shareholders’ agreement is still a valid vote as far as the company is concerned; the breach produces a claim between the shareholders, not the automatic unwinding of a corporate act. This is why a protection that matters is rarely left in the agreement alone.
Timing is the second thing experienced investors get right. “When should the agreement be finalised?” Before the share transfer is executed and registered, not after. Once the transfer of shares has gone through the notary and the company’s records, the incoming shareholder has spent the only leverage the transaction gave them. Our corporate team routinely coordinates this sequence with the company formation process in Turkey, so that the constitutional documents and the agreement are settled in the same movement rather than in two disconnected ones.
The last question is the one that separates a document from a defence. “How do I make the agreement actually bite?” A properly drafted penalty clause makes the promise cheap to give and expensive to break. Under the Turkish Code of Obligations No. 6098, the creditor who has agreed a penalty clause does not need to prove loss or quantify it, and where the debtor is a merchant, Article 22 of the Turkish Commercial Code No. 6102 removes the debtor’s right to ask a court to reduce it. In a commercial shareholder relationship, that is the mechanism that carries weight.
⚖️ What Does a Shareholder Agreement Do Under Turkish Law?
A shareholders’ agreement in Turkey governs the relationship between the owners of a company on matters the articles of association cannot or should not carry. It is a contract, and it is treated as one.
The Turkish Commercial Code No. 6102 does not regulate shareholders’ agreements as a separate contract type. They sit in the space left open by freedom of contract under the Turkish Code of Obligations No. 6098, and they are enforceable between their signatories on the same footing as any other commercial contract governed by Turkish law.
Two practical consequences follow, and almost every dispute we see traces back to one of them.
The first is reach. The agreement binds those who signed it. A shareholder who joins the company later is not bound by a document they never signed, which is why accession mechanics matter more in Turkey than the drafting time usually given to them.
The second is remedy. Breach of a shareholders’ agreement is a contractual matter. It generates claims between shareholders. It does not, by itself, reverse a board decision, invalidate a general assembly resolution or undo a share transfer that has otherwise complied with corporate formalities.
None of this makes the agreement weak. It makes it a specific tool with a specific range. The work of a shareholder agreement lawyer is knowing where that range ends and building the rest of the structure somewhere else.
⚖️ Why Do Foreign Investors’ Shareholder Agreements Stop Working in Turkey?
Because the agreement was built for a system where the contract and the company sit closer together than they do here.
An English-law or US-style shareholders’ agreement assumes a fairly direct line between what the parties wrote and what a court will make happen. Turkish corporate practice puts two additional gates in that line: the registered articles of association, and the corporate formalities that give an act effect against the company and third parties. A clause that skips both gates lives entirely on the contractual side.
The result is a document that reads as fully protective and performs partially. Investors see a signed agreement with transfer restrictions in it. The Trade Registry (Ticaret Sicili Müdürlüğü) sees a company whose registered documents say something narrower, or nothing at all.
Sophisticated investors ask the right follow-up here. “So which clauses need to be mirrored in the articles of association?” As a working rule, anything intended to operate against the company or against a future shareholder belongs in the articles to the extent Turkish law permits it; anything regulating conduct between the current owners can stay in the agreement. Share transfer restrictions, board nomination structures and quorum arrangements sit in the first group. Funding understandings, information rights between partners and exit pricing formulas usually sit in the second.
This is also why we review the agreement and the articles of association as one file rather than two. Reviewing the contract alone tells you what was promised. Reading it against the articles tells you what will happen.
⚖️ What Happens If Your Partner Breaks the Agreement
The honest answer is that it depends on what you built into the agreement before the breach, and almost nothing on how serious the breach feels afterwards.
A shareholder who votes against an agreed position, transfers shares in breach of a lock-up, or refuses to sign a document they promised to sign has broken a contract. The company continues. The corporate act, if it was formally valid, stands. What the injured shareholder has is a claim, and the value of that claim was fixed on the day the agreement was drafted.
That is the point at which most agreements reveal whether they were written by someone who expected them to be used. An agreement with no penalty clause, no security over shares and no pre-agreed valuation method leaves the injured party proving loss in a commercial dispute, years after the leverage has gone.
If the structure looks right on paper but something about the enforcement side feels unresolved, that instinct is usually accurate, and it is worth testing before the relationship gives you a reason to.
Not sure whether your shareholders’ agreement would hold if your partner tested it?
Our corporate lawyers in Istanbul review the agreement against the company’s registered documents and tell you which protections would actually operate.
⚖️ Which Law Firm in Turkey Handles Shareholder Agreements for Foreign Investors?
Oznur & Partners is an independent Istanbul-based international law firm advising foreign investors on Turkish corporate matters. The firm operates under founding attorney Fatih Oznur with a team of fourteen legal professionals, and drafts, negotiates and reviews shareholders’ agreements for international shareholders in Turkish joint stock and limited liability companies.
Third-party recognition covers the corporate side of that work. In the Legal 500 EMEA 2025 rankings the firm was named Turkey’s sole Exclusive Contributor in the Corporate and Immigration areas, and Chambers and Partners 2026 selected it as the single firm representing Turkey in the same practice guide.
The shareholder agreement work covers the full relationship rather than the document alone: governance and reserved matters, minority protection, share transfer restrictions, tag-along and drag-along mechanics, funding and dilution, deadlock, exit, and the corporate implementation that gives those terms effect under the Turkish Commercial Code No. 6102.
The client base spans Europe, North America, Latin America, the Middle East, Asia and Africa, and client work is conducted in Turkish, English, Russian and Chinese. Language matters more in shareholder arrangements than in most corporate files, because an agreement negotiated in two languages produces two versions that can drift apart on exactly the clauses that are later disputed.
Foreign shareholders typically instruct the firm at one of three points: before an investment, when the agreement is still open; on receipt of a draft prepared by the other side; or after a partner has stopped honouring what was agreed. The available options narrow considerably between the first point and the third.
⚖️ Penalty Clauses: The Sanction That Works in Turkish Practice
A penalty clause is the most effective enforcement mechanism available in a Turkish commercial shareholders’ agreement. The Turkish Code of Obligations No. 6098 regulates penalty clauses in Articles 179 to 182.
The creditor who has agreed a penalty clause is released from proving both the existence and the amount of loss. Entitlement to the penalty is not conditional on damage having occurred. For a shareholder facing a partner who has broken a voting undertaking, this removes the hardest part of the claim.
Turkish Code of Obligations No. 6098 Article 182/3 allows a court to reduce a penalty it considers excessive. That power has a commercial exception. Under Article 22 of the Turkish Commercial Code No. 6102, a debtor who is a merchant cannot ask the court to reduce an agreed penalty on the ground that it is excessive.
The threshold therefore runs through the identity of the parties. Where the shareholder bound by the penalty is a merchant, the agreed figure stands as written. Where the shareholder is not, the figure is exposed to judicial reduction and should be set with that in mind.
A penalty clause is not a substitute for a well-built transfer mechanism. It is what gives the transfer mechanism consequences.
⚖️ Joint Stock Company or Limited Company: Why the Share Transfer Rules Differ
The company type decides how much of a shareholders’ agreement can be made to operate. Turkish law treats share transfers in a joint stock company (anonim şirket, A.Ş.) and a limited liability company (limited şirket, Ltd. Şti.) under different regimes.
In a joint stock company, registered shares are transferable without restriction unless the law or the articles of association provide otherwise. Restrictions must be placed in the articles to have corporate effect.
In a limited liability company, Article 595 of the Turkish Commercial Code No. 6102 requires the transfer to be made in writing with the signatures certified by a notary, and that form requirement is a condition of validity. Unless the company’s articles provide otherwise, the transfer also requires the approval of the general assembly of shareholders, and the transfer becomes valid upon that approval.
Investors weighing the two structures often work through this fork before the shareholders’ agreement is drafted at all, which is the natural point to read our comparison of the limited company and joint stock company structures in Turkey.
| Issue | Joint stock company (A.Ş.) | Limited company (Ltd. Şti.) |
|---|---|---|
| Default position on transfer | Registered shares transferable unless restricted | Approval of the general assembly required unless the articles remove it |
| Form requirement | No notarial certification required for the transfer as such | Written contract with notarised signatures, as a condition of validity |
| Refusal of approval | Limited grounds under Article 493 for shares not listed on an exchange | The general assembly may refuse without stating a reason unless the articles provide otherwise |
| Total ban on transfer | Not available | Possible through the articles, with the right to exit for just cause preserved |
| Practical effect on tag and drag clauses | Operates closer to the drafted terms | Depends on an approval step outside the agreement |
⚖️ Can You Stop a Shareholder From Selling to an Outsider?
Yes, but the mechanism has to sit in the right document, and in a joint stock company it has to sit in the articles of association.
Article 493 of the Turkish Commercial Code No. 6102 governs transfer restrictions for registered shares that are not listed on an exchange. The company may refuse approval where provisions of the articles concerning the composition of the shareholder group, the company’s business, or the economic independence of the company justify the refusal.
The same provision gives the company a second route. Instead of refusing outright, the company may offer to acquire the shares at their real value, for its own account, for the account of other shareholders, or for the account of a third party. The selling shareholder receives value; the shareholder group stays closed.
The condition therefore cuts both ways. Where the restriction is written into the articles of association, an unapproved transfer does not give the acquirer the position of shareholder against the company. Where the restriction exists only in the shareholders’ agreement, the transfer can be corporately effective and still be a breach of contract.
This page addresses the restriction as a governance mechanism. The execution of the transfer itself, including pricing, warranties and closing, belongs to the transaction file and is covered by our mergers and acquisitions practice in Turkey.
⚖️ Tag-Along and Drag-Along Rights in Turkish Companies
Tag-along and drag-along provisions in Turkish shareholders’ agreements work as contractual undertakings between the signatories, and their practical strength depends on what the company’s own documents allow.
A tag-along right entitles the protected shareholder to require that its shares be included, on corresponding terms, when another shareholder sells to a third party. In Turkish practice the clause is most exposed at the point of completion, because the buyer is not a party to the shareholders’ agreement and cannot be compelled by it.
A drag-along right allows a qualifying seller to require the other shareholders to join a sale. In a limited liability company, the dragged transfer still has to satisfy Article 595 of the Turkish Commercial Code No. 6102: written form with notarised signatures, and general assembly approval where the articles have not removed it.
Where the drag mechanism is combined with a penalty clause and a power of attorney granted in advance, the selling shareholder has a route that does not depend on the cooperation of a shareholder who has already decided not to cooperate.
⚖️ Reserved Matters, Board Representation and Voting Arrangements
Reserved matters allocate control by defining which decisions cannot be taken without a specified approval. They are the most negotiated part of most shareholders’ agreements and the part most often copied from the wrong precedent.
A reserved matters list that is too broad turns ordinary trading decisions into consent applications. A list that is too narrow leaves the minority investor with economic exposure and no influence over the decisions that create it. The list should be built from the company’s actual decision flow rather than from a template.
Voting thresholds also have statutory reference points. Article 621 of the Turkish Commercial Code No. 6102 requires, for certain qualified decisions in a limited liability company, at least two thirds of the votes represented together with the absolute majority of the share capital carrying voting rights.
Board representation is negotiated alongside the reserved matters list and answers a different question. Reserved matters tell a shareholder which decisions cannot be taken without it. Board representation tells the shareholder what it will know before those decisions arrive. For an investor whose local partner runs daily operations, reporting rights and defined authority levels often carry more weight than an additional veto.
Voting undertakings between shareholders are valid as contracts. A vote cast in breach of such an undertaking is nonetheless counted at the general assembly, and the injured shareholder is left with a contractual claim rather than a corrected resolution.
⚖️ Future Funding: Why a Shareholder Cannot Simply Be Forced to Pay More
Turkish company law sets a hard limit on what a shareholder can be obliged to contribute to a joint stock company, and shareholders’ agreements are frequently drafted as if that limit did not exist.
Article 480 of the Turkish Commercial Code No. 6102 establishes the single obligation principle. A shareholder in a joint stock company cannot be placed under any obligation other than payment of the share price, and any premium exceeding the nominal value of the share, except where the articles of association or the law provide otherwise.
A contractual commitment by a shareholder to fund future capital increases therefore operates on the contractual plane. It does not become a corporate debt owed to the company merely because the shareholders agreed it among themselves.
The practical drafting response is to attach consequences rather than to assume compulsion: dilution mechanics that operate automatically on a failure to fund, pre-agreed valuation for the diluted shares, and a penalty clause where the defaulting shareholder is a merchant.
⚖️ What Happens When the Company Deadlocks
When shareholders can no longer produce a decision, Turkish law provides a court route that exists whether or not the shareholders’ agreement anticipated the situation.
Article 531 of the Turkish Commercial Code No. 6102 allows shareholders representing at least one tenth of the capital, or one twentieth in publicly held companies, to ask the court to dissolve a joint stock company for just cause. The court is not limited to dissolution. It may order that the claimants leave the company against payment of the real value of their shares, or any other solution appropriate and acceptable in the circumstances.
The position in a limited liability company is wider. The just cause dissolution action is regulated in Article 636/3 of the Turkish Commercial Code No. 6102, and the right to bring it is not conditional on holding a minority stake; each shareholder may file it.
The threshold matters when the shareholding is designed. A shareholder holding less than one tenth of the capital in a joint stock company does not have this action available; the same shareholder in a limited liability company does.
Deadlock procedures in the agreement typically run in stages: escalation from management to the shareholders themselves, a defined negotiation period, and then a mechanism that produces a result whether or not the parties agree. The final stage is the one that determines whether the procedure is real.
Buy-sell mechanisms that look symmetrical on paper often are not. Where one shareholder has materially greater access to capital, a procedure that lets either side name a price and forces the other to buy or sell hands the outcome to the better funded party. Pre-agreed valuation by an independent expert changes that balance.
A contractual deadlock mechanism does not replace the statutory route. It exists so that the parties reach an outcome before one of them files.
⚖️ Getting Out: Exit Routes Written and Unwritten
Every shareholder in a Turkish company has an exit. The question is whether it is the one the parties designed or the one the court supplies.
The designed exits sit in the agreement: put and call options, pre-agreed valuation methods, buy-sell procedures triggered by deadlock, and transfer rights that open after a defined period. Their value lies in being executable without the counterparty’s goodwill.
The supplied exit sits in Article 531 of the Turkish Commercial Code No. 6102, where the court may order the claimant shareholders to leave the company against payment of the real value of their shares. It works, and it takes years.
Where a shareholder is exiting as part of a wider disinvestment rather than a dispute, the sequencing question is different, and our note on exit strategies for foreign investors in Turkey deals with that side.
⚖️ Governing Law and Dispute Resolution in Cross-Border Agreements
A foreign governing law clause in a shareholders’ agreement does not detach the company from Turkish corporate law, and the two questions should be settled together rather than in sequence.
The contractual relationship between shareholders may be placed under a foreign law where the transaction is genuinely cross-border. The company remains a Turkish company, and its internal organisation, share transfers and corporate formalities continue to be governed by the Turkish Commercial Code No. 6102.
The gap appears at enforcement. A decision that a shareholder must transfer shares still requires corporate implementation in Turkey. In a limited liability company, the transfer needs notarised written form and, unless the articles provide otherwise, general assembly approval; the subsequent registration with the Trade Registry (Ticaret Sicili Müdürlüğü) is declaratory rather than constitutive.
Drafting the dispute clause therefore means drafting backwards from the remedy the party is most likely to need. Where arbitration is chosen, the clause and the corporate implementation route are designed together, and our arbitration practice in Turkey handles that side of the file.
Foreign investors entering an existing company should also note that this page assumes the target has already been examined; the condition of the company itself is a separate exercise, covered in our legal due diligence work in Turkey.
⚖️ Reviewing an Agreement the Other Side Has Drafted
An investor presented with a finished shareholders’ agreement is usually reading it for what it grants. The more useful reading is for what it leaves out.
Absent clauses cost more than unfavourable ones. An agreement with no deadlock procedure, no valuation method and no accession obligation for incoming shareholders has left three decisions to be taken later, at a moment when the parties no longer agree on anything.
The second reading is against the company’s registered documents. Article 492 of the Turkish Commercial Code No. 6102 allows the articles of association to provide that registered shares may only be transferred with the approval of the company. Where the agreement contains a transfer restriction and the articles contain no such provision, the restriction operates only between the signatories.
A third check concerns the signatories themselves. An agreement signed by some but not all shareholders leaves the non-signing shareholders free of its restrictions, and the practical protection is narrower than the document suggests.
Where the review is being carried out before an investment rather than after a dispute, the findings usually feed back into the transaction terms: stronger reserved matters, a penalty clause calibrated to the counterparty’s merchant status, and amendments to the articles of association prepared for signature at closing.
⚖️ How Oznur & Partners Works on Shareholder Agreements
Our shareholder agreement work sits inside the firm’s wider corporate law practice in Turkey, which means the agreement, the articles of association and the corporate resolutions are handled by the same team rather than passed between them.
A review mandate typically begins with three documents: the draft or existing shareholders’ agreement, the company’s current articles of association, and the corporate records evidencing the present shareholding. Reading them together is what shows which negotiated rights would actually operate.
Most of the work can be completed without the investor travelling to Turkey. Powers of attorney are executed before a notary in the investor’s own country, certified under the Apostille Convention, translated by a sworn translator and submitted to the relevant Turkish authority. For countries outside the Apostille Convention, certification through a Turkish consulate is the alternative route.
Where the shareholder relationship forms part of an incorporated joint venture, the governance provisions are usually negotiated alongside the venture documents, and that structure is addressed in our work on joint ventures in Turkey.
Statutory provisions cited on this page are published in their current form by the Republic of Türkiye through the official legislation portal at mevzuat.gov.tr.
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Whether you are negotiating a new shareholding, reviewing an agreement drafted by the other side, or dealing with a partner who has stopped cooperating, our corporate lawyers in Istanbul advise shareholders and investors on Turkish shareholder arrangements.
A shareholders’ agreement is not a record of what the owners agreed. It is a prediction about what they will disagree on, written while they still get along. The clauses that matter are the ones nobody expects to use.
The investors who arrive in the strongest position are rarely the ones with the longest agreement. They are the ones whose agreement and articles of association say the same thing.