How can a foreign shareholder leave a Turkish company? Learn about share sales, limited-company withdrawal lawsuits, fair share value, exit compensation, deadlock disputes and recovery options in Turkey.

A foreign shareholder who wants to leave a Turkish company should first determine whether the investment is held in a joint stock company (anonim şirket – A.Ş.) or a limited liability company (limited şirket – Ltd. Şti.), because Turkish law provides very different exit mechanisms for these two company structures. Leaving a company is also not necessarily as simple as resigning from management or notifying the other shareholder that the investor no longer wishes to participate. A shareholder may sell the shares, transfer them to another investor, exercise contractual exit rights, negotiate a buyout or, particularly in a limited company, seek judicial withdrawal where just cause exists. In serious shareholder disputes, the foreign investor may also need to pursue the real value of the shares, exit compensation, unpaid dividends, shareholder loans or separate compensation for losses caused by directors or controlling shareholders. Before choosing an exit route, the investor should establish what the company is actually worth and investigate whether company assets have been removed, liabilities artificially increased or financial records manipulated in anticipation of the foreign shareholder’s departure.

First Question: Is the Company an A.Ş. or Ltd. Şti.?

This distinction determines much of the exit strategy.

A foreign investor holding 30% of an A.Ş. does not necessarily have the same statutory withdrawal mechanism as an investor holding 30% of a Ltd. Şti.

The company type should therefore be established before negotiating the exit price or threatening proceedings.

Option 1: Sell the Shares to the Existing Shareholder

In many cases, the simplest commercial solution is a negotiated sale.

The foreign shareholder sells the investment to the remaining shareholder or shareholders and exits the company.

However, the difficult question is usually not whether a sale is theoretically possible.

It is:

How much are the shares actually worth?

Do Not Negotiate Only From Nominal Share Capital

Suppose a foreign investor owns 40% of a Turkish company whose registered capital is TRY 10 million.

The nominal value of the investor’s shares may therefore be TRY 4 million.

But the company owns valuable real estate, has significant cash, profitable contracts, intellectual property and annual profits.

The economic value of the 40% interest may be substantially higher than TRY 4 million.

The foreign shareholder should therefore avoid confusing nominal share value with actual economic value.

Option 2: Sell the Shares to a Third-Party Investor

A foreign shareholder may also seek an external buyer.

This can be particularly useful where the existing business partner offers an artificially low price.

However, the transfer restrictions applicable to the particular company must be examined.

Share Transfer in a Turkish Limited Company

For a Ltd. Şti., TCC Article 595 establishes specific formal requirements. The share-transfer transaction must generally be made in writing with signatures notarized. Unless the articles of association provide otherwise, approval of the general assembly is also required for the transfer to become effective. The articles may contain additional restrictions or even prohibit transfers, while the general assembly may, subject to the statutory framework, refuse approval. (Dünya Fikri Mülkiyet Örgütü)

This means that a foreign shareholder may find a buyer but still encounter resistance from the controlling shareholder.

What If the Other Shareholder Blocks the Sale?

This is one of the most important scenarios in foreign-investor disputes.

Suppose the foreign shareholder owns 40% of a Ltd. Şti. and finds an independent buyer willing to pay EUR 1.5 million.

The majority shareholder refuses to approve the transfer because they want to force the foreign investor to sell the shares to them for EUR 500,000.

The investor should not automatically accept the lower offer.

Under TCC Article 595, where the articles prohibit transfer or the general assembly refuses approval, the shareholder’s right to seek withdrawal for just cause remains protected. (Dünya Fikri Mülkiyet Örgütü)

Option 3: Negotiate a Shareholder Buyout

A structured buyout can resolve the dispute without prolonged litigation.

The transaction should address much more than the headline purchase price.

The parties should determine the share value, payment schedule, security for deferred payments, shareholder loans, unpaid dividends, existing guarantees, director positions, pending lawsuits, tax issues, confidentiality obligations and releases.

Do Not Transfer the Shares Before Securing Payment

This can be a serious mistake.

Suppose the parties agree on EUR 2 million.

The foreign shareholder transfers the shares immediately.

The buyer promises to pay EUR 2 million over 24 months.

After six months, payments stop.

The former shareholder now has neither the shares nor the full purchase price.

Where payment is deferred, security arrangements should therefore be considered carefully.

Option 4: Exercise Contractual Exit Rights

The shareholders’ agreement may contain an independent exit mechanism.

Foreign investors should examine the agreement for provisions concerning put options, call options, tag-along rights, drag-along rights, deadlock mechanisms, right of first refusal, pre-emption rights, valuation formulas and compulsory buyout provisions.

A shareholders’ agreement can therefore materially change the exit strategy.

Put Option

A contractual put option may permit the foreign investor to require another shareholder to purchase the shares when defined conditions occur.

The triggering event and pricing mechanism should be examined carefully.

Deadlock Clause

A 50/50 joint venture may contain a procedure activated when shareholders can no longer agree on fundamental decisions.

The agreement may provide for negotiation, mediation, buy-sell mechanisms or another exit process.

Tag-Along Rights

If the controlling shareholder sells their interest, a tag-along provision may allow the foreign shareholder to participate in the sale under specified conditions.

Shareholders’ Agreement and Articles of Association Are Not the Same

The legal effect of a contractual restriction between shareholders should be distinguished from the corporate effect of provisions contained in the company’s articles.

An exit analysis should therefore review both documents.

Option 5: Withdrawal From a Turkish Limited Company

A limited-company shareholder has particularly important statutory exit mechanisms.

Under TCC Article 638, the company’s articles may grant shareholders a right to withdraw and may make that right subject to defined conditions. More importantly, every shareholder may seek judicial withdrawal where just cause exists. (Dünya Fikri Mülkiyet Örgütü)

This can become one of the strongest remedies available to a foreign investor trapped in a dysfunctional limited company.

What Can Constitute Just Cause?

There is no mechanical rule under which every shareholder disagreement constitutes just cause.

The circumstances must be evaluated as a whole.

Potentially serious situations may include sustained exclusion from company management and information, serious breaches of trust, misuse of company assets, systematic obstruction of shareholder rights, financial irregularities, severe deadlock or other circumstances making continuation of the shareholder relationship unreasonable.

The evidence is critical.

Ordinary Business Disagreement Is Not Necessarily Enough

Two shareholders disagreeing about marketing strategy or expansion plans does not automatically create a right to judicial withdrawal.

The dispute should reach the level required by the applicable legal standard.

Financial Misconduct Can Be Highly Relevant

Suppose the foreign shareholder discovers that the managing shareholder has transferred company money to personal and related-party accounts and then refuses to provide company books.

Those facts can materially affect the assessment of the shareholder relationship and potential exit remedies.

TCC Article 638 Withdrawal Lawsuit

Where just cause exists, the shareholder can ask the court to permit withdrawal from the limited company.

Importantly, the court may also order measures during the proceedings concerning some or all rights and obligations arising from the shareholder relationship or take other measures necessary to protect the claimant’s position. (Dünya Fikri Mülkiyet Örgütü)

This can matter significantly where the company dispute continues while the case is pending.

Exit Compensation – Ayrılma Akçesi

Leaving the company raises the next major question:

What does the departing shareholder receive?

Under TCC Article 641, a shareholder leaving a limited company is entitled, in principle, to an exit payment corresponding to the real value of the capital share. (Dünya Fikri Mülkiyet Örgütü)

The concept of real value is therefore central.

Real Value Is Not Necessarily Nominal Value

Suppose the shareholder’s nominal capital is TRY 5 million.

The company owns:

a factory,

valuable machinery,

commercial real estate,

cash,

profitable customer contracts,

a valuable trademark,

receivables,

and retained earnings.

An offer of TRY 5 million simply because this is the nominal capital amount may fail to reflect the real economic value of the shares.

How Is the Real Share Value Calculated?

Valuation can require examination of the company’s entire economic position.

Depending on the business, this can involve assets, liabilities, cash, receivables, debts, real estate, machinery, inventory, intellectual property, profitability and other value drivers.

There is no universal valuation formula suitable for every company.

Hidden Assets Must Be Investigated Before Valuation

A foreign shareholder should be particularly cautious where the controlling shareholder controls the accounting information.

Suppose management claims:

“Your shares are worth only EUR 300,000.”

But the investigation later reveals that the company owns real estate worth EUR 4 million that was carried at a much lower historical accounting value.

The exit valuation can change dramatically.

Hidden Cash and Receivables

The same problem arises where substantial customer receivables or financial assets are not properly reflected in the valuation presented to the departing shareholder.

Artificial Liabilities

Value can also be manipulated downward by increasing alleged company debts.

For example, management may suddenly claim that the company owes EUR 1 million to the controlling shareholder.

The foreign investor should ask:

When was the money loaned?

Where is the transfer?

Where is the agreement?

How was the debt recorded historically?

Related-Party Debt

A company may allegedly owe large sums to another business controlled by the majority shareholder.

The commercial basis of those liabilities should be verified before accepting them in the valuation.

Money Removed Before the Exit

This is one of the greatest risks.

Suppose the company is worth EUR 5 million.

The foreign shareholder owns 40%.

Before valuation, the managing shareholder transfers EUR 1.5 million of company assets to a related business.

The company’s apparent value then falls dramatically.

A valuation performed after the asset diversion without investigating the transaction may substantially prejudice the departing shareholder.

Exit and Director Liability May Need to Be Pursued Together

A shareholder exit does not necessarily erase claims arising from earlier misconduct.

Where directors or managers have caused company losses through culpable breaches of their duties, separate liability issues may arise under the Turkish Commercial Code.

The investor should therefore distinguish:

value of the shares, exit compensation, direct personal claims, company losses and director liability.

These are not automatically the same claim.

Exit Compensation Payment Timing

TCC Article 642 contains specific rules concerning when exit compensation becomes due. Among the statutory considerations are whether the company has disposable equity, whether the departing shareholder’s shares can be transferred and whether the share capital can be reduced in accordance with the applicable rules. (Dünya Fikri Mülkiyet Örgütü)

Accordingly, obtaining a decision concerning the value of the interest and actually receiving the entire amount immediately are not always identical issues.

Unpaid Portion of Exit Compensation

Where the statutory conditions affect immediate payment, the unpaid portion may remain a claim against the company subject to the framework established by Article 642. (Dünya Fikri Mülkiyet Örgütü)

This makes the company’s financial condition highly relevant to exit planning.

Mandatory Mediation May Need Attention

Exit disputes can combine different forms of relief. A recent academic analysis of higher-court practice notes the important procedural distinction between the non-monetary withdrawal request and a claim for exit compensation as a monetary receivable for purposes of mandatory commercial mediation. (DergiPark)

Accordingly, the claims to be filed should be structured carefully before proceedings begin.

Option 6: Seek Dissolution for Just Cause in a Limited Company

TCC Article 636 provides another important mechanism.

Where just cause exists, every shareholder may request judicial dissolution of a limited company.

However, dissolution is not necessarily the only possible outcome.

Instead of dissolving the entire company, the court may order payment of the real value of the claimant’s shares and removal of the claimant from the company, or may adopt another suitable and acceptable solution. (Dünya Fikri Mülkiyet Örgütü)

This can be particularly important in severe shareholder conflicts.

Example: 50/50 Deadlock

Two shareholders each own 50%.

They cannot agree on management.

General assemblies repeatedly fail.

Important contracts cannot be approved.

Banking authority is disputed.

Employees receive conflicting instructions.

One shareholder refuses access to accounting information.

The company becomes practically unmanageable.

Depending on the complete circumstances, judicial remedies based on just cause may require serious consideration.

Joint Stock Company Exit Is Different

A shareholder in an A.Ş. should not assume that TCC Articles 638–642 provide the same ordinary withdrawal route.

They concern limited companies.

For an A.Ş., the investor will often focus first on share transfer, contractual exit mechanisms and specific statutory remedies available in the particular circumstances.

Share Transfer in an A.Ş.

The transfer regime for joint stock company shares is generally more flexible than the limited-company regime, although registered shares can be subject to statutory or articles-based transfer restrictions under TCC Articles 490–501.

The type of share and the articles of association must therefore be reviewed.

Do Not Assume Board Approval Is Always Required

Whether corporate approval is required depends on the type of share, articles and applicable statutory rules.

For ordinary joint stock company transfers, the legal framework is generally substantially more flexible than for limited companies. (Invest in Türkiye)

A.Ş. Minority Shareholder and Just-Cause Dissolution

In serious cases, TCC Article 531 provides an important remedy for qualifying minority shareholders of an A.Ş.

Where just cause exists, qualifying minority shareholders may request dissolution of the company. Instead of dissolution, the court may decide that the claimant shareholders receive the real value of their shares and leave the company or may order another suitable and acceptable solution.

This can create an important judicial exit mechanism in severe minority shareholder disputes.

Article 531 Is Not an Ordinary Buyout Right

A foreign shareholder cannot simply say:

“I no longer like the investment; make the company buy my shares.”

The statutory conditions, including the required minority position and just cause, must be satisfied.

Share Sale Price Versus Court-Determined Value

A negotiated sale price is fundamentally contractual.

The parties can negotiate a discount or premium.

A judicial exit mechanism involving real value follows a different legal framework.

The two should not be confused.

Before Leaving, Check Whether the Company Owes You Money

Foreign shareholders often focus exclusively on the share price and forget separate receivables.

The company may owe the shareholder money arising from shareholder loans, unpaid expenses, contractual obligations or other transactions.

These should be identified before the exit agreement is signed.

Shareholder Loan Is Separate From Share Price

Suppose:

Share value: EUR 1.5 million.

Outstanding shareholder loan: EUR 700,000.

A buyout offer of EUR 1.5 million may not necessarily compensate the investor for the separate EUR 700,000 receivable.

The agreement should state clearly what is and is not included in the purchase price.

Unpaid Dividends

Existing dividend entitlements should also be examined.

Director or Management Fees

If the foreign shareholder also served as a director or manager, outstanding remuneration may constitute a separate issue.

Personal Guarantees Are Critical

Foreign investors sometimes personally guarantee company bank loans, leases or supplier obligations.

Selling the shares does not necessarily release those guarantees.

This can create a dangerous situation:

Investor sells company shares → investor no longer controls company → personal guarantee remains → company defaults → bank pursues former shareholder.

The exit should therefore address release from guarantees wherever possible.

Check Bank Guarantees Before Signing

Identify every personal guarantee, surety, pledge, mortgage and security given in connection with company obligations.

Director Resignation Is Separate From Shareholder Exit

A foreign investor may simultaneously be:

shareholder,

director,

authorized signatory,

employee,

creditor,

and guarantor.

Leaving one position does not automatically terminate all others.

The exit process should deal with each legal relationship separately.

Remove Representation Authority

Where the investor resigns from management, corporate representation and registration issues should be completed properly.

Recover Company Documents and Personal Property

The exit agreement should address company devices, records, passwords and personal property appropriately.

Confidentiality

Continuing confidentiality obligations may survive departure.

Non-Competition Clauses

Review whether the shareholder is subject to contractual or corporate non-compete restrictions.

Their enforceability and scope should be assessed separately rather than assumed.

Release Clauses Can Be Dangerous

The buyer may propose:

“The parties mutually release each other from every past and future claim.”

This can potentially affect unknown claims concerning company money, shareholder loans or prior misconduct.

The scope of any release should therefore be examined carefully before signing.

Do Not Sign a Broad Release Before Financial Investigation

If the shareholder suspects company money has disappeared, the financial investigation should ordinarily occur before agreeing to release unknown claims.

Obtain Financial Records Before Negotiating Final Price

At minimum, the foreign investor should seek reliable information concerning company assets, liabilities, bank balances, receivables, debts, related-party accounts and major contracts.

Review Recent Bank Transactions

Large payments immediately before exit negotiations can materially affect valuation.

Review Asset Transfers

Determine whether company property has recently been sold.

Review Related-Party Transactions

Identify unusual payments to shareholders, directors and affiliated businesses.

Review New Debt

A controlling shareholder may increase company liabilities shortly before valuation.

Review Customer Revenue

A company may appear less valuable because customers have been redirected to another related business.

Review Intellectual Property

Trademarks, software, licenses and other intangible assets can carry significant value.

Review Real Estate at Current Economic Value

Historical accounting values may differ dramatically from current market values.

Valuation Date Matters

A rapidly growing or deteriorating company can have substantially different values at different dates.

The legally relevant valuation date depends on the exit mechanism and circumstances.

Forensic Accounting May Be Necessary

Where shareholders disagree substantially about value, a financial expert may need to reconstruct the company’s actual economic position.

Do Not Accept Management’s Spreadsheet as Final

A valuation prepared exclusively by the shareholder trying to purchase the foreign investor’s shares should be independently verified.

Negotiated Exit Agreement

A comprehensive exit agreement may address the share purchase price, valuation basis, payment date, deferred installments, interest, security, shareholder loans, dividends, management resignation, guarantees, releases, pending litigation, confidentiality, restrictive covenants, tax allocation and dispute-resolution mechanism.

Installment Sale Risk

If payment will occur over time, the seller should evaluate security.

The commercial objective should be:

Exit from ownership without converting a valuable equity position into an unsecured promise to pay.

What If the Other Shareholder Has No Money to Buy the Shares?

This can make negotiated exit difficult.

Potential alternatives may include a third-party purchaser, staged transaction, properly structured financing or a statutory/judicial exit route where its requirements are satisfied.

What If Nobody Wants to Buy the Shares?

This is particularly problematic in private companies because there may be no liquid market.

For a limited company, just-cause withdrawal and related statutory mechanisms may therefore become extremely important.

For an A.Ş., contractual rights and the specific statutory remedies available in severe disputes should be analyzed.

What If the Majority Shareholder Deliberately Makes the Company Unattractive?

Evidence should be preserved.

Examples include transferring profitable contracts, moving employees to another company, selling assets below market value, creating artificial debts or diverting customers.

The foreign shareholder should investigate whether separate corporate or management-liability claims arise.

Leaving the Company Does Not Necessarily Waive Past Claims

Whether claims survive depends on the transaction documents and applicable legal rules.

A foreign shareholder should therefore avoid assuming either that all claims automatically disappear or that every claim automatically survives a broad settlement agreement.

Tax Consequences of Share Sale

A share sale can create Turkish and potentially foreign tax consequences depending on the seller, company type, holding structure, holding period and transaction.

Tax analysis should therefore occur before the final purchase price is agreed.

Foreign Exchange and Cross-Border Payment

If the seller lives abroad, the transaction should clearly regulate the currency and destination of the purchase-price payment.

First 24 Hours After Deciding to Exit

Preserve the articles of association, shareholders’ agreement, share certificates or share records, financial statements, company bank information already lawfully available, shareholder loan records and corporate resolutions. Avoid announcing a final exit price before understanding the company’s value.

First 48 Hours

Determine whether the company is an A.Ş. or Ltd. Şti., identify transfer restrictions and contractual exit rights, calculate all separate amounts owed to the shareholder and identify personal guarantees that must be released.

First 72 Hours

Prepare a preliminary valuation, identify potential purchasers and determine whether the case is primarily a voluntary share sale, contractual exit, limited-company withdrawal, just-cause dissolution dispute or another statutory exit scenario.

2026 Legal Strategy for a Foreign Shareholder Leaving a Turkish Company

The safest exit strategy begins with valuation before negotiation. First determine the company form and review the articles of association and shareholders’ agreement. Identify transfer restrictions, put options, pre-emption rights, tag-along provisions and deadlock clauses. Next, establish the economic value of the investment by reviewing company assets, liabilities, cash, receivables, real estate, intellectual property, profitability and related-party transactions. Investigate unusual transfers or new liabilities that may artificially reduce company value. Separately calculate shareholder loans, unpaid dividends and other personal receivables. Identify personal guarantees that must be released. If a voluntary sale is possible, negotiate the share price together with payment security and comprehensive exit terms. If a Ltd. Şti. transfer is blocked, consider whether just-cause withdrawal under TCC Article 638 is available and whether exit compensation based on the real value of the share can be sought under Article 641. (Dünya Fikri Mülkiyet Örgütü) In severe limited-company disputes, TCC Article 636 may also allow a just-cause dissolution claim in which the court can choose a less drastic solution, including payment of the real value of the claimant’s share and their departure. (Dünya Fikri Mülkiyet Örgütü) For an A.Ş., the share-transfer regime and any contractual exit rights should be examined first, while qualifying minority shareholders facing sufficiently serious circumstances may need to consider the judicial mechanism under TCC Article 531. The practical sequence is therefore: identify company type → review articles → review shareholders’ agreement → identify transfer restrictions → investigate company finances → identify hidden assets and artificial liabilities → value the shares → calculate shareholder loans and other receivables → identify personal guarantees → seek a negotiated buyout → consider a third-party sale → secure deferred purchase payments → evaluate contractual exit rights → evaluate statutory withdrawal or just-cause remedies → preserve separate liability claims → complete the share transfer and corporate registrations → terminate management authority where appropriate → secure payment → complete the foreign shareholder’s exit.

Frequently Asked Questions

1. Can a foreign shareholder simply resign from a Turkish company?

Resigning as a director or manager is different from ceasing to be a shareholder. The shares must generally be transferred or another legally recognized exit mechanism must apply.

2. Can a foreign shareholder sell shares to another person?

Potentially, yes. The applicable requirements depend heavily on whether the company is an A.Ş. or Ltd. Şti., as well as the articles of association and any shareholders’ agreement.

3. Can the other shareholders block a limited-company share sale?

Potentially. Under TCC Article 595, general assembly approval is generally required unless the articles provide otherwise, and the statutory framework allows restrictions. However, where transfer is prohibited or approval refused, the shareholder’s right to seek withdrawal for just cause remains protected. (Dünya Fikri Mülkiyet Örgütü)

4. Can a foreign shareholder force the company to buy the shares?

There is no general rule allowing every shareholder to demand a buyout whenever they wish to leave. However, particular contractual or statutory exit mechanisms may produce an exit or real-value payment where their conditions are satisfied.

5. Can a Ltd. Şti. shareholder file a lawsuit to leave the company?

Yes. Under TCC Article 638, a shareholder may seek judicial withdrawal where just cause exists. (Dünya Fikri Mülkiyet Örgütü)

6. How much does a departing limited-company shareholder receive?

TCC Article 641 provides, in principle, for an exit payment corresponding to the real value of the shareholder’s capital share, subject to the applicable statutory framework. (Dünya Fikri Mülkiyet Örgütü)

7. Is real value the same as nominal share capital?

No. The economic value of the interest may differ substantially from the nominal amount registered as share capital.

8. What if the majority shareholder has removed company assets before the valuation?

The suspicious transactions should be investigated rather than automatically accepting the resulting lower company valuation. They may also create separate company-law or director-liability issues.

9. What happens to a shareholder loan after the shares are sold?

A shareholder loan is not necessarily part of the share price. The sale agreement should expressly determine whether it is repaid separately, assigned, included in the price or otherwise settled.

10. Does selling the shares release a foreign shareholder from personal guarantees?

Not automatically. Guarantees, sureties, mortgages and other security obligations should be separately addressed as part of the exit transaction.

Legal Support for Foreign Shareholders Leaving Turkish Companies

Foreign investors seeking to leave a Turkish company may need coordinated assistance with share transfers, shareholder buyouts, company valuation, limited-company withdrawal proceedings, exit compensation, deadlock disputes, shareholder loans, director liability and protection against undervalued exit offers.

Fırat Fesih Kaya Law Office assists foreign investors, minority shareholders and international companies with shareholder exits and corporate disputes in Turkey. Fırat Fesih Kaya can assist with evaluating the investor’s shares, negotiating a buyout, structuring a third-party share sale, pursuing withdrawal or just-cause remedies where applicable and protecting separate claims arising from company losses or shareholder misconduct.

Phone: +90 312 434 22 22
Mobile Phone: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No: 221, Yildirim Tower, Balgat, Cankaya / Ankara, Turkey