Share Transfer Lawyer

The share transfer lawyer provides legal support in the processes of company partners transferring their shares, hiring new partners, exiting the partnership or changing the company structure. Share transfer is not just a simple agreement between the parties; Depending on the type of company, notary, general assembly, share ledger, trade registry and contract provisions should be evaluated together.

Share transfer transactions are frequently on the agenda in Istanbul due to the density of companies, investment processes, partnership changes and commercial growth plans. In this process, incorrectly prepared transfer agreements may cause partnership disputes and commercial losses in the future.

What is Share Transfer?

Share transfer is the transfer of the shares owned by a company partner, in whole or in part, to another person. As a result of the transfer, the partnership structure of the company may change and the transferee may become a shareholder in the company.

Share transfer is subject to different rules depending on the type of company. The transfer of capital shares in limited companies and the transfer of shares in joint stock companies are not subject to the same procedure.

What Does a Share Transfer Lawyer Do?

The share transfer lawyer ensures that the transfer process is carried out in accordance with the company type, articles of association and the provisions of the Turkish Commercial Code. It prepares the share transfer agreement between the parties, evaluates the risks and follows the necessary decision processes.

In addition, issues such as share price, payment plan, tax consequences, partnership structure, non-competition, confidentiality, liability for debts and registration procedures are examined from a legal perspective. Thus, it is aimed to prevent disputes that may arise after the transfer.

In which companies is share transfer on the agenda?

Share transfer is most common in limited companies and joint stock companies. However, in terms of sole proprietorships and partnership structures, different transactions such as partnership transfer or business transfer may come to the fore.

The type of company directly affects how the transfer is handled. For this reason, before starting the share transfer process, the company type, share structure and company agreement must be examined.

Limited Company Share Transfer

Share transfer in limited companies must be made in accordance with the provisions of the Turkish Commercial Code and the company agreement. The transfer of capital shares in a limited company is usually carried out by a notarized written contract.

In addition, unless there is a different regulation in the company contract, the general assembly must approve the transfer. A transfer made without the approval of the general assembly may create problems in terms of company and partnership relations.

General Assembly Approval for Limited Company Share Transfer

General assembly approval is an important stage for share transfer in limited companies. Unless otherwise stated in the company contract, the approval of the general assembly of partners is required for the transfer to become valid.

If the general assembly approves the transfer, the transfer will have consequences for the company. If approval is not given, the transferee may not gain the title of partner and a dispute may arise between the parties.

Can Limited Company Share Transfer be Registered in the Trade Registry?

Trade registry procedures are important after the limited company share transfer. Registration and announcement of the transfer decision helps make the partnership structure visible to third parties.

For registration procedures, the general assembly resolution, share transfer agreement, petitions and other necessary documents must be prepared. If there are missing documents, trade registry procedures may take longer.

Joint Stock Company Share Transfer

Share transfer in joint stock companies varies depending on whether the share is registered or bearer. For this reason, first of all, the type of share to be transferred and whether there is a transfer limitation in the articles of association should be examined.

Although share transfer in joint stock companies may seem easier in some cases, in practice, caution must be exercised due to the share registry, board approval, shareholders' agreement and investment agreements.

Transfer of Registered Shares

In the transfer of registered shares, the limitations in the share transfer agreement, share certificate delivery, endorsement, share ledger record and company articles of association are important. The company's articles of association may bind the share transfer to certain conditions.

The board of directors may refrain from registering the transfer within the framework of the reasons stated in the law or the articles of association. For this reason, company documents should be carefully examined when transferring registered shares.

Transfer of Bearer Shares

The transfer of bearer shares comes into play with the transfer of possession of the share certificate. However, in current practice, Central Registry Agency notifications and related registration processes are also important for bearer shares.

For this reason, when transferring bearer shares, not only physical delivery but also notification and registration processes in accordance with the legislation should be evaluated. Otherwise, problems may occur in terms of exercising shareholder rights.

What is a Share Transfer Agreement?

A share transfer agreement is a contract made between the transferor and the transferee regarding the transfer of company shares. This agreement clearly states which shares will be transferred, at what price, on what date and under what conditions.

The contract is of great importance as it determines the rights and obligations of the parties. Unclear or incompletely drafted contracts may cause post-transfer payment, debt, tax and partnership disputes.

What Should Be Included in the Share Transfer Agreement?

Company information, transferor and transferee information, share ratio transferred, transfer fee and payment method should be clearly stated in the share transfer agreement. In addition, the parties' declarations and commitments should also be included in the contract.

Provisions such as company debts, ongoing lawsuits, tax liabilities, non-competition, confidentiality, penal clauses and dispute resolution should also be regulated according to the concrete case.

Company Debts in Share Transfer

When transferring shares, the company's current debts should be carefully examined. Tax debts, SSI debts, bank loans, commercial debts, ongoing lawsuits and enforcement proceedings may pose risks for the transferee.

If the transferee acquires shares without knowing the financial and legal status of the company, he may face unexpected responsibilities in the future. For this reason, a financial and legal review of the company should be carried out before the share transfer.

Legal Review Before Share Transfer

Legal review before share transfer reveals the current status of the company to be acquired. The company contract, trade registry records, share ledger, general assembly decisions, board decisions and case files are examined.

In addition, the company's contracts, receivables, debts, employees, brand rights, lease relations and licenses should also be evaluated. This review ensures that the transfer price and contract terms are determined correctly.

Company Valuation and Share Price

It is important to determine the share price correctly during the share transfer process. The company's assets, debts, income status, brand value, customer portfolio and future earnings potential can be taken into account in this evaluation.

Determining the share price contrary to the actual situation may create a dispute between the parties later. For this reason, financial advisor, independent auditor or expert valuation support may be required.

Tax Consequences on Share Transfer

Share transfer may have certain tax consequences. The transfer fee, type of share, holding period, type of company and whether the parties are real persons or legal entities affect the tax assessment.

Share transfers made without considering tax consequences may result in additional financial liabilities in the future. For this reason, financial and legal evaluation should be made together before the transaction.

Prohibition of Competition in Share Transfer

If the transferring partner operates in the same sector, affects the company's customer circle or uses trade secrets, this may pose a risk. For this reason, non-competition clauses can be regulated in share transfer agreements.

The duration, scope and region of the non-competition clause must be reasonably determined. Overly broad and vague non-competition clauses may become a matter of controversy in the future.

Privacy and Protection of Trade Secrets

During the share transfer process, the parties gain information about the company's financial records, customer information, contracts, pricing policies and trade secrets. Confidentiality provisions are important to protect this information.

The confidentiality obligation may need to start from pre-transfer negotiations and continue until after the transfer. This issue should be carefully regulated, especially in investment negotiations and partnership exits.

Shareholders Agreement and Share Transfer

Shareholders' agreement is a private contract between company partners that details partnership relations. During the share transfer, there may be provisions such as pre-emption right, joint sale right, drag right or approval requirement.

Therefore, before the share transfer is made, not only the company's articles of association but also the shareholders' agreement should be examined. Otherwise, the transfer may constitute a violation of the contract.

Share Transfer in Family Companies

Share transfer in family companies is not only a commercial transaction, but also an important process that affects the balance within the family. Succession planning, management authority, dividends and continuity of the company should be evaluated together in this process.

Written contracts and clear provisions should not be neglected in share transfers between family members. Otherwise, inheritance and partnership disputes may arise in the future.

Share Transfer in Investment Processes

In companies receiving investment, share transfer is evaluated together with the investment agreement and shareholders' agreement. The investor's entry into the company, share ratio, management right and exit provisions should be carefully regulated.

Share transfer is especially important in start-ups and technology companies. Intellectual property rights, obligations of the founding partners and post-investment control mechanisms should be clearly included in the contract.

Partnership Structure After Share Transfer

After the share transfer, the partnership structure of the company changes. This change may affect the company's management, voting rates, dividend distribution and decision-making processes.

For this reason, after the transfer, the share ledger, trade registry records, signature authorities, general assembly structure and management bodies should be checked. If necessary, changes should be made to the company agreement.

Management Change After Share Transfer

With the share transfer, changes in company management may be required. Appointment of the new partner as a board member, manager or representative may be on the agenda.

In this case, the board of directors decision, general assembly decision, trade registry registration and signature circular procedures must be followed. Change of management and share transfer are separate but related processes.

Can Share Transfer Be Cancelled?

Share transfer may be subject to dispute due to reasons such as lack of will, deception, mistake, breach of contract or lack of form. Especially in limited companies, lack of conditions such as notary approval and general assembly approval can cause serious problems.

If the transfer fee is not paid, the company's debts are hidden, or the parties violate the contract, litigation may arise. Therefore, the transfer process must be carefully prepared from the beginning.

Share Transfer Cases

Share transfer cases; It can be filed on issues such as validity of the transfer, shareholding, non-payment of the price, registration in the share ledger, general assembly approval or breach of contract. These lawsuits may directly affect the company's management and partnership structure.

The court evaluates the company agreement, transfer agreement, general assembly decisions, share ledger records and trade registry records together. It is important that the evidence is presented completely.

Share Transfer Processes in Istanbul

Share transfer transactions in Istanbul are carried out within the framework of the trade registry directorate where the company is registered and the relevant notary procedures. Whether the company is located on the European or Anatolian Side of Istanbul may affect registration and transaction tracking.

Since there are many companies, investors and commercial transactions in Istanbul, it is important to act quickly and accurately in share transfer processes. Missing documents, incorrect decisions or incorrect contracts may prolong the registration process.

Advantages of Working with a Share Transfer Lawyer

Working with a share transfer lawyer helps to ensure that the transfer is carried out in accordance with the law, safely and in a way that protects the interests of the parties. Contract provisions, company records and registration procedures are followed professionally.

Lawyer support is especially important in high-priced transfers, investment processes and situations where there is a risk of partnership disputes. This support reduces the risk of lawsuits and liability that may arise in the future.

Legal Support from Attorney Mehmet Emin Kurşun

Share transfer is an important transaction that directly affects the partnership structure and management of the company. Notary and general assembly processes in limited companies, share type and share ledger records in joint stock companies should be carefully evaluated.

Attorney Mehmet Emin Kurşun provides legal support in limited company share transfer, joint stock company share transfer, share transfer agreement, shareholders agreement, company partnership disputes and trade registry processes in Istanbul.

Things to Know Before Starting the Legal Process

Before the share transfer is made, the company type, articles of association, shareholding structure, company debts, tax status, ongoing lawsuits and share transfer conditions should be examined together. Steps taken without this review may cause serious disputes in the future.

For individuals and companies considering a share transfer in Istanbul, receiving legal support at the beginning of the process reduces the risk of loss of rights. A correctly prepared share transfer agreement and a proper transaction process help to complete the transfer process safely.

Frequently Asked Questions

What is share transfer?

Share transfer is the transfer of the shares owned by the company partner, in whole or in part, to another person. As a result of the transfer, the partnership structure of the company may change.

What does a share transfer lawyer do?

Share transfer lawyer; prepares the share transfer agreement, examines company documents, follows the general assembly and registration processes, and establishes a legal structure that will protect the rights of the parties.

How to transfer limited company shares?

Share transfer in limited companies is usually completed with a notarized written contract, general assembly approval, share ledger registration and trade registry transactions.

How to transfer shares of a joint stock company?

Share transfer in joint stock companies varies depending on whether the share is registered or bearer. The articles of association, share ledger and relevant registration processes should be examined.

Is a share transfer agreement mandatory?

A written contract is of great importance in share transfer transactions. In limited companies, the share transfer agreement must be notarized.

Is general assembly approval required for share transfer?

In limited companies, general assembly approval is required unless otherwise stated in the articles of association. In joint stock companies, evaluation is made according to share type and articles of association.

Is the share transfer registered in the trade registry?

Trade registry registration is important in practice in limited company share transfer. Registration requirements in joint stock companies may vary depending on the type of share and the nature of the transaction.

Who is responsible for company debts during the share transfer?

Company debts are evaluated according to the type of company and the arrangements of the parties in the contract. Pre-transfer debts should be clearly addressed in the contract.

Can the share transfer be cancelled?

Share transfer may be subject to dispute due to reasons such as lack of form, lack of will, deception, breach of contract or non-payment of price.

Why is share transfer lawyer support in Istanbul important?

Company transactions in Istanbul can be intense and trade registry processes can be technical. A share transfer lawyer helps manage contract, registration, tax and partnership risks correctly.