Company partners cannot agree on a share buyout price in Turkey? Learn how fair and real share value is determined, which valuation methods may be used, how hidden assets and related-party transactions affect valuation, and when the Commercial Court can determine the value.

A shareholder buyout dispute in Turkey frequently begins with a simple problem: both sides agree that one partner should leave the company, but they cannot agree on how much the departing shareholder’s shares are worth. One shareholder may rely on the company’s registered capital or accounting book value, while the departing investor argues that the company owns valuable real estate, has substantial customer relationships, generates strong profits or holds assets recorded far below their current economic value. For foreign shareholders, the disagreement can become even more serious when the controlling shareholder also controls the company’s accounting records and presents a valuation that the foreign investor cannot independently verify. Turkish law does not provide one universal mathematical formula that determines the price of every privately held company share. The correct valuation depends on the company form, the legal basis of the exit, the articles of association and shareholders’ agreement, the company’s financial position and the characteristics of the business. In limited companies, however, the Turkish Commercial Code expressly uses the concept of “real value” (gerçek değer) in several contexts, and TCC Article 641 provides that a departing shareholder is entitled, in principle, to an exit payment corresponding to the real value of the capital share. Where the law or articles require real value and the parties cannot agree, TCC Article 597 provides for determination by the Commercial Court of First Instance at the company’s registered office.

Fair Value, Market Value, Book Value and Nominal Value Are Not the Same Thing

One of the first tasks in a buyout dispute is identifying what kind of value is actually relevant.

The terms nominal value, book value, market value, enterprise value, equity value and real value should not be used interchangeably.

A company’s registered capital may tell the parties very little about what the business is economically worth today.

Nominal Share Value

Suppose a Turkish Ltd. Şti. has registered capital of TRY 10 million.

Foreign Shareholder A owns 40%.

The nominal value associated with that interest is TRY 4 million.

This does not automatically mean that TRY 4 million is the appropriate buyout price.

The company may have become dramatically more valuable since incorporation.

Example: Nominal Value Versus Economic Value

Assume the company has:

Registered capital: TRY 10 million.

Real estate: TRY 80 million.

Machinery: TRY 25 million.

Cash: TRY 15 million.

Receivables: TRY 30 million.

Other assets: TRY 10 million.

Liabilities: TRY 40 million.

The company’s economic position cannot sensibly be determined merely by multiplying TRY 10 million registered capital by the departing shareholder’s percentage.

The underlying business must be valued.

Book Value Can Also Be Misleading

Accounting statements are essential evidence, but accounting value is not necessarily identical to the economic value of the company.

Real estate is a classic example.

A building acquired many years ago may appear in company records at a historical accounting amount substantially below its current value.

The same problem can arise with trademarks, customer relationships and other intangible value.

Turkish Commercial Code Article 641 and “Real Value”

For a shareholder leaving a limited company, TCC Article 641 provides that the shareholder is entitled to an exit payment corresponding to the real value of the capital share. The statute deliberately does not reduce the entitlement to nominal capital.

The legislative reasoning also makes clear that the expression “real value” was intentionally left to interpretation through legal scholarship and judicial decisions, while indicating that it at least encompasses balance-sheet value. (E-Uyar)

Therefore, the central question becomes:

What was the genuine economic value of the shareholder’s interest at the legally relevant valuation date?

What If the Partners Cannot Agree on Real Value?

TCC Article 597 provides an important mechanism for limited companies. Where the law or the articles of association provide for the real value of the capital share and the parties cannot agree, either party may request determination of that value by the Commercial Court of First Instance at the company’s registered office. The provision also gives the court discretion concerning allocation of litigation and valuation expenses.

This means that the controlling shareholder does not necessarily have the final word on valuation.

Is There One Mandatory Valuation Formula?

No.

The Turkish Commercial Code uses the concept of real value but does not prescribe one universal valuation formula for every business.

This makes sense economically.

A property-holding company cannot necessarily be valued in the same manner as a technology company, manufacturing company, professional-services business or rapidly growing e-commerce enterprise.

Academic valuation analysis likewise emphasizes that company assets, profitability and the characteristics of the business may require different approaches, with income and market approaches potentially relevant depending on the company. (Marmara Open Access)

Asset-Based Valuation

An asset-based approach can be especially important for companies whose value lies predominantly in tangible assets.

This may include businesses holding substantial real estate, machinery, vehicles, inventory or investment assets.

The basic concept is to identify the economic value of assets and deduct legitimate liabilities.

Real Estate Must Be Examined Carefully

Suppose the company owns a factory recorded at TRY 20 million.

Its current economic value is claimed to be TRY 120 million.

Using only the accounting figure could dramatically distort the company’s value.

A real-estate valuation may therefore become necessary.

Machinery and Equipment

Manufacturing businesses may own expensive production lines that should be valued appropriately.

Both condition and economic usefulness matter.

Inventory

Inventory should not automatically be accepted at whatever figure appears in management’s spreadsheet.

The quantity, condition, marketability and actual economic value may require verification.

Receivables

The company may have substantial customer receivables.

However, TRY 20 million of collectible receivables and TRY 20 million of doubtful receivables are economically different.

Collectability should therefore be considered.

Cash and Financial Assets

Company bank balances, foreign-currency accounts, deposits and investments should form part of the financial investigation.

Liabilities Must Also Be Real

Fair valuation does not mean maximizing assets while ignoring debt.

Legitimate bank loans, supplier debt, tax obligations and other liabilities must be incorporated appropriately.

But disputed related-party liabilities deserve particular scrutiny.

Artificial Debt Can Reduce the Buyout Price

Consider this situation:

The foreign shareholder announces an intention to leave.

Two months later, the company’s books suddenly show:

TRY 50 million payable to the majority shareholder.

Management says this represents old shareholder loans.

The departing shareholder should ask:

When was the money originally transferred?

Which company bank account received it?

How was the transaction previously recorded?

Is there a loan agreement?

Was interest agreed?

Has the alleged debt appeared consistently in previous financial statements?

An unsupported liability should not simply be accepted because it reduces the company’s equity value.

Income-Based Valuation

For a profitable operating company, the ability to generate future cash flows may be more important than the recorded value of its desks, computers and office equipment.

Income-based methods may therefore become relevant.

Discounted Cash Flow

A discounted cash-flow analysis estimates future cash flows and converts them into present value using an appropriate discount rate.

The method can be useful, but it is highly sensitive to assumptions.

Revenue growth, margins, capital expenditures, working capital, terminal growth and discount rates can materially alter the result.

Manipulated Forecasts Can Manipulate Value

Suppose the majority shareholder wants to buy the foreign investor’s shares cheaply.

Management prepares projections showing:

2026 revenue: TRY 100 million

2027 revenue: TRY 70 million

2028 revenue: TRY 50 million

But historical revenue has consistently increased and the company has recently signed major customer contracts.

The assumptions require scrutiny.

Market Approach

Comparable-company or comparable-transaction approaches may also be relevant.

The objective is to determine how similar businesses or transactions are valued.

However, finding genuinely comparable private companies can be difficult.

EBITDA Multiples

Commercial negotiations often use EBITDA multiples.

For example:

Normalized EBITDA: TRY 30 million.

Agreed multiple: 6×.

Indicative enterprise value: TRY 180 million.

But even this simple calculation raises major questions.

What is normalized EBITDA?

Why is 6× appropriate?

What debt should be deducted?

What cash should be added?

Are there exceptional expenses?

Are related-party payments distorting EBITDA?

The multiple is not the entire valuation exercise.

Normalize the Financial Statements

This can become one of the most important stages of a shareholder buyout.

Suppose the company reports annual EBITDA of TRY 20 million.

But it pays TRY 8 million each year in unusually high management and consultancy fees to the controlling shareholder and related companies.

If those expenses do not reflect arm’s-length commercial costs, normalized profitability may differ significantly from reported profitability.

Related-Party Transactions Can Distort Share Value

Foreign shareholders should investigate payments to shareholders, directors, relatives and affiliated businesses before accepting a valuation.

A company may appear less profitable because value is being extracted elsewhere.

Example

Company earns TRY 50 million before related-party charges.

Majority shareholder’s company invoices TRY 20 million for “consultancy.”

Reported earnings fall dramatically.

If the consultancy expense is commercially unjustified or excessive, blindly relying on the reported profit may undervalue the departing shareholder’s interest.

Hidden Assets Can Distort Value

The reverse problem also occurs.

A company may own assets not properly reflected in the valuation offered to the departing shareholder.

This can include real estate, valuable receivables, trademarks, licenses, intellectual property or profitable contractual rights.

Goodwill Can Have Economic Value

A business is sometimes worth substantially more as an operating enterprise than the sum of its individual physical assets.

Customer relationships, market reputation, distribution networks, workforce organization and other goodwill factors can contribute to enterprise value.

Recent Turkish appellate reasoning reflected in the Ministry of Justice’s case-law database has emphasized that determining real company value can require consideration of assets and liabilities, expected earnings and risks, reserves, inventory, customer base, location, reputation and goodwill, rather than relying mechanically on accounting figures. (Mevzuat)

Going-Concern Value Matters

Imagine a profitable company that would be worth TRY 300 million if sold as an operating business.

If its machinery, furniture and inventory were separately liquidated tomorrow, they might produce only TRY 120 million.

Where the company continues operating, liquidation value may fail to reflect its genuine economic position.

The valuation context therefore matters.

Share Rights and Privileges Can Affect Value

Not every 20% shareholding is economically identical.

A share may carry particular voting, management, dividend or other rights.

Academic analysis of TCC Article 641 emphasizes that rights, privileges and obligations attached to the share should be considered when determining its real value. (DergiPark)

50% May Be Economically Different From 5%

A 50% interest in a two-shareholder company can carry significant governance influence.

A small minority interest with limited control may present different economic characteristics.

However, whether a particular control premium or minority discount should be applied in a legally mandated real-value determination cannot simply be decided by the majority shareholder.

The legal basis and purpose of the valuation matter.

Do Not Automatically Apply a Minority Discount

This is especially important in forced or judicial exits.

The remaining shareholder may argue:

“You own only 20%, so I am deducting 40% because nobody wants a minority share.”

Such an arbitrary deduction should not automatically be accepted as equivalent to the legally relevant real value.

Lack of Marketability Is Also a Separate Issue

Private-company shares can be difficult to sell.

That illiquidity may be economically relevant in some valuation contexts, but it does not automatically mean that a departing shareholder should accept any discount proposed by the controlling shareholder.

Valuation Date Can Change Everything

A company can change value rapidly.

Suppose the business is worth EUR 4 million in January.

In March, it wins a major five-year contract.

By July, profitability has doubled.

Which date should govern the valuation?

The answer depends on the legal basis for determining the share value.

The relevant valuation date should therefore be identified before experts begin calculating numbers.

Do Not Manipulate the Company Before the Valuation Date

Once a shareholder dispute begins, management decisions deserve particular scrutiny.

A controlling shareholder should not be able to manufacture a low valuation simply by stripping the company of economic value.

Assets Transferred to Related Companies

Suppose company machinery worth EUR 1 million is transferred to another company controlled by the majority shareholder shortly before the buyout valuation.

That transaction may need to be investigated independently.

Customers Diverted to Another Company

A controlling shareholder may establish another company and redirect customers there.

The original company’s revenue then falls.

A valuation that ignores the reason for that decline can produce a misleading result.

Employees and Business Operations Transferred

Similar concerns arise where key employees, contracts, intellectual property or business opportunities are moved to another related business.

Large Dividend Immediately Before Valuation

Distributions before a buyout can affect the company’s value and must be accounted for correctly.

New Debt Immediately Before Valuation

Sudden borrowing should also be investigated.

Where did the borrowed money go?

Did it create an asset?

Was it distributed?

Did it finance legitimate operations?

Company Bank Records Are Essential

A fair-value dispute cannot always be resolved by examining annual financial statements alone.

Bank records can reveal asset movements that materially affect value.

General Ledger Is Equally Important

Every significant bank transaction should be matched with its accounting treatment.

Shareholder Current Accounts

Balances between the company and shareholders can dramatically affect equity value.

Their underlying transactions should be verified.

Tax Balance Sheet Versus Economic Valuation

Financial statements prepared primarily for statutory or tax purposes should not automatically be treated as a complete economic valuation of the business.

Adjustments may be required to reflect the relevant valuation standard.

Foreign Currency Matters

Foreign-owned Turkish businesses frequently earn or hold EUR or USD while reporting in Turkish lira.

The valuation should deal consistently with exchange rates, foreign-currency assets and liabilities and the relevant valuation date.

What Documents Should the Departing Shareholder Obtain?

Before agreeing on a price, the shareholder should seek sufficient information to understand the company economically. Relevant material can include financial statements, trial balances, general ledger records, company bank information, receivable and payable lists, fixed-asset registers, inventory records, real-estate information, major contracts, loan agreements, shareholder current accounts, related-party transactions and corporate resolutions.

Three Years of Accounts May Not Be Enough

The appropriate historical period depends on the business.

A company affected by extraordinary events or rapid growth may require a longer or differently weighted analysis.

Management Accounts Can Be Important

Year-end statements may not reveal current trading performance.

Up-to-date management information can become essential where valuation occurs during the financial year.

Customer Concentration

A company earning 70% of revenue from one customer may carry different risk from a diversified business.

Pending Litigation

Major lawsuits can create contingent liabilities or potential assets.

They should be assessed realistically rather than ignored.

Tax Risks

Material tax disputes can affect company value.

Guarantees

Company guarantees given for shareholders or related businesses may create hidden financial exposure.

Intellectual Property

Determine who actually owns the trademark, software or technology used by the business.

A company should not be valued as though it owns intellectual property that legally belongs to someone else.

Property Used by the Company but Owned by a Shareholder

Likewise, distinguish company assets from assets merely used by the business.

Independent Expert Valuation

Where the difference between the parties is substantial, an independent valuation can narrow the dispute or identify the issues that will require judicial determination.

The expert should receive reliable underlying financial data.

Garbage In, Garbage Out

Even a sophisticated valuation model becomes unreliable if management supplies incomplete or manipulated figures.

Financial due diligence and valuation therefore need to work together.

Court-Appointed Experts

In litigation involving company value, the court may obtain expert analysis appropriate to the issues requiring technical examination.

Complex cases may require expertise extending beyond accounting alone, particularly where the company owns substantial real estate, machinery or specialized assets.

Multiple Valuation Methods May Be Appropriate

For some businesses, relying on only one method can produce an incomplete picture.

An expert may consider asset-based, income-based and market approaches and determine their relevance to the company’s circumstances.

There is no single valuation method suitable for every company; the methodology should reflect the characteristics of the particular business. (Marmara Open Access)

Example: Competing Valuations

Foreign shareholder owns 30%.

Majority shareholder’s offer:

TRY 15 million.

Their calculation:

Book equity TRY 50 million × 30% = TRY 15 million.

Foreign shareholder’s expert finds:

Adjusted real estate surplus: +TRY 60 million.

Unrecorded economic value of certain assets: +TRY 10 million.

Excess related-party liabilities requiring adjustment: +TRY 15 million.

Normalized profitability supports additional going-concern value.

The difference between the two positions can become substantial.

This is why valuation should precede settlement.

What If Both Partners Hire Experts and Get Different Values?

This is common.

One report may value the company at TRY 100 million.

Another may value it at TRY 250 million.

The correct response is not simply to average them.

The parties should identify why the values differ.

Compare the Assumptions

Check:

Revenue forecasts.

EBITDA adjustments.

Discount rate.

Growth assumptions.

Real-estate values.

Net debt.

Related-party balances.

Working capital.

Comparable companies.

Minority discount.

Marketability discount.

Valuation date.

Differences in these assumptions often explain most of the valuation gap.

Shareholders’ Agreement May Contain a Valuation Formula

Before commencing litigation, review the shareholders’ agreement.

It may specify a mechanism such as:

fair market value,

independent expert determination,

EBITDA multiple,

book value formula,

average of multiple appraisals,

or another agreed method.

The validity, interpretation and applicability of the clause should be examined carefully.

Deadlock Buyout Formula

A 50/50 joint venture may contain a special pricing mechanism activated by deadlock.

The shareholder should understand the consequences before triggering it.

Some mechanisms can ultimately force the initiating party to become either buyer or seller at the relevant price.

Voluntary Sale and Statutory Exit Are Different

If Partner A voluntarily offers EUR 1 million and Partner B voluntarily accepts it, that is principally a negotiated transaction.

The parties have commercial freedom within the applicable legal framework.

But where Turkish law requires payment according to real value, statutory valuation rules become directly important.

TCC Article 597 Can Become Central

For limited-company situations in which the law or articles provide for real value and the parties cannot agree, Article 597 expressly places determination with the Commercial Court of First Instance at the company’s registered office upon request of a party.

The company agreement therefore does not necessarily fail merely because the partners disagree about value.

Exit Compensation Under Article 641

Where a limited-company shareholder leaves the company, Article 641 provides the right, in principle, to an exit payment corresponding to the real value of the capital share. (Dünya Fikri Mülkiyet Örgütü)

The payment mechanics are a separate question governed by Article 642, including the circumstances in which the exit payment becomes due. (Dünya Fikri Mülkiyet Örgütü)

Do Not Confuse Value With Immediate Ability to Pay

A court may determine that a shareholder’s interest has substantial real value.

That does not necessarily mean the company has enough immediately disposable resources to pay the entire amount at once.

Valuation and payment mechanics should therefore be analyzed separately.

Shareholder Loan Is Not Automatically Part of Share Value

Suppose the parties agree:

Fair share value: EUR 1.8 million.

But the departing shareholder separately loaned EUR 600,000 to the company.

The shareholder may have two economically distinct positions:

Equity value: EUR 1.8 million

Loan receivable: EUR 600,000

The buyout agreement should state clearly how both are treated.

Unpaid Dividends Should Also Be Separated

A valid existing dividend receivable should not automatically disappear into the share valuation.

Director Compensation

Outstanding remuneration may likewise constitute a separate claim.

Personal Guarantees Have Economic Importance

If the departing shareholder remains personally liable for a EUR 2 million company bank loan after selling the shares, the economic exit is incomplete.

Release from guarantees should therefore form part of buyout negotiations.

Buyout Payment Security

Agreeing on value is only half of the transaction.

The seller must also be paid.

Cash at Closing

This generally minimizes collection risk.

Installment Payments

If installments are unavoidable, the seller should assess appropriate security.

Share Transfer Before Payment

Transferring all shares before receiving an unsecured purchase price can expose the departing shareholder to substantial risk.

Escrow or Other Transaction Security

Depending on the structure, mechanisms that coordinate transfer and payment can reduce closing risk.

Broad Release Clauses

The buyer may request a release of all claims after completion.

The foreign shareholder should determine whether company finances have been adequately investigated before releasing unknown historical claims.

Hidden Company Money Discovered After Sale

A poorly drafted release can create serious disputes if the former shareholder later discovers that the company had valuable assets or claims concealed during negotiation.

Representations and Warranties

A negotiated buyout may address the accuracy of financial statements, disclosure of liabilities, related-party transactions, ownership of major assets and other matters affecting price.

Price Adjustment Mechanisms

Where the final financial position may change between signing and closing, the agreement can include an appropriate price-adjustment mechanism.

Locked-Box Structures

In suitable transactions, the parties may agree on a historical valuation date combined with protections against value being extracted between that date and closing.

Leakage

Payments or benefits transferred to the buyer-side shareholder after the agreed valuation date can materially alter transaction economics.

A carefully drafted agreement can address prohibited leakage.

Earn-Outs

Where the partners disagree mainly about future performance, part of the price can sometimes be linked contractually to future results.

However, earn-outs can generate new disputes over accounting and management control.

Foreign Shareholder Currency Risk

If the foreign investor values the investment in EUR or USD but the price is fixed in TRY, exchange-rate movements between valuation, judgment and payment can become economically significant.

The transaction structure should address currency clearly.

Tax Consequences

The gross share value is not necessarily the shareholder’s net economic recovery.

Tax consequences depend on the seller, company form, transaction structure and other circumstances and should be reviewed before finalizing the buyout.

What If the Majority Shareholder Hides the Financial Records?

Do not negotiate blind.

The shareholder should consider the information and inspection rights applicable to the particular company form.

Valuation without reliable financial information is inherently vulnerable.

What If Company Money Has Been Transferred to the Majority Shareholder?

Investigate those transfers separately.

The question is whether the company should be valued in its depleted state or whether the disputed transaction creates separate corporate claims or adjustments relevant to the valuation and exit strategy.

What If Company Property Was Sold Below Market Value?

Obtain evidence of market value and investigate the buyer’s relationship with management.

A related-party asset transfer may create issues beyond valuation alone.

What If the Company Is Losing Money?

A loss-making company can still have substantial value.

It may own valuable real estate, intellectual property, licenses or other assets.

Conversely, strong revenue does not automatically mean high equity value if debt is excessive.

What If the Company Has Negative Equity?

The cause should be investigated.

Negative accounting equity may reflect genuine financial distress, but it should not automatically end the valuation inquiry where assets have materially different economic values or financial statements require adjustment.

First 24 Hours After the Buyout Price Dispute Becomes Clear

Preserve all financial information already lawfully available. Do not accept a price based solely on nominal capital or an unsupported spreadsheet prepared by the other shareholder.

First 48 Hours

Obtain the articles of association and shareholders’ agreement. Identify the applicable buyout or exit mechanism and determine whether the agreement specifies a valuation method.

First 72 Hours

Prepare a preliminary company valuation, identify disputed assets and liabilities, review related-party transactions and determine whether independent valuation or judicial determination will be necessary.

Evidence Checklist for a Share Valuation Dispute

The core valuation evidence may include articles of association, shareholders’ agreement, historical financial statements, current management accounts, general ledger, trial balances, company bank records, shareholder current accounts, fixed-asset registers, real-estate records and valuations, machinery information, inventory records, customer receivables, supplier liabilities, loan agreements, shareholder loans, related-party transactions, major customer contracts, intellectual property records, tax liabilities, pending litigation, guarantees, cash-flow projections, budgets and previous company or share transactions.

2026 Legal Strategy When Company Partners Cannot Agree on a Buyout Price

The strongest strategy is to determine the legal valuation standard before debating numbers. First identify whether the company is an A.Ş. or Ltd. Şti. and whether the proposed transaction is a voluntary share sale, contractual buyout, statutory withdrawal, judicial exit or another mechanism. Review the articles of association and shareholders’ agreement for valuation provisions. Establish the legally relevant valuation date. Obtain reliable company financial records and normalize them where related-party transactions or extraordinary expenses distort performance. Revalue material assets where accounting figures do not reflect economic reality. Verify all debts, particularly alleged shareholder and related-party liabilities. Examine company bank transactions for asset extraction before valuation. Consider profitability, future cash flows, market evidence and going-concern value where appropriate. Analyze the economic rights and obligations attached to the shares. Compare competing expert valuations by examining their assumptions rather than simply averaging their conclusions. For a limited company where the law or articles require real value and the parties cannot agree, evaluate judicial determination under TCC Article 597; where the shareholder is leaving the company, Article 641’s real-value exit-compensation principle may become central. The practical roadmap is therefore: identify the legal exit mechanism → determine the applicable valuation standard → establish the valuation date → obtain financial records → identify all assets → revalue material assets → verify liabilities → examine shareholder accounts → investigate related-party transactions → normalize earnings → assess future cash flows → consider market comparables → identify goodwill and intangible value → examine share privileges → challenge unsupported discounts → calculate equity value → calculate the departing shareholder’s interest → separate shareholder loans and other receivables → obtain independent valuation → negotiate the buyout → seek judicial determination where legally available → secure payment → complete the share transfer and exit.

Frequently Asked Questions

1. Is the fair value of company shares the same as their nominal value?

No. Nominal capital and the actual economic or legally relevant real value of a share can differ substantially.

2. Can the majority shareholder decide the buyout price?

Not unilaterally merely because they control the company. In a voluntary transaction the parties must reach agreement, while statutory mechanisms can provide for judicial determination of value in qualifying situations.

3. How is the real value of a limited-company share determined?

The company’s assets and liabilities, economic position, profitability and other relevant value factors may need examination. There is no single mandatory mathematical formula suitable for every company. (Marmara Open Access)

4. Can company real estate be valued at current economic value?

Where determining the company’s genuine economic value requires valuation of real estate, relying solely on an old accounting amount may not adequately reflect the asset’s value.

5. Can future profits be considered?

Depending on the business and applicable valuation methodology, expected earnings and risks can be relevant. Turkish appellate reasoning has recognized these factors when discussing real company value. (Mevzuat)

6. What happens if the partners’ valuation experts reach completely different figures?

The assumptions and methodology should be compared, including revenue forecasts, profitability adjustments, discount rates, asset values, liabilities, net debt and the relevant valuation date. A simple average is not necessarily the correct solution.

7. Can a Turkish court determine the value?

Yes, in situations covered by TCC Article 597, if real value is prescribed by law or the articles and the parties cannot agree, either party can request determination by the Commercial Court of First Instance at the company’s registered office.

8. What happens if the majority shareholder transfers assets before valuation?

The transactions should be investigated. Related-party transfers or other transactions that reduce company value may create separate legal issues and should not simply be ignored during the exit analysis.

9. Is a shareholder loan included in the buyout price?

Not automatically. A genuine loan receivable and the value of the shareholder’s equity interest are legally and economically distinct and should be addressed separately.

10. Should a foreign shareholder transfer the shares before receiving the buyout price?

The payment and transfer mechanics should be structured carefully. Transferring the entire interest before receiving an unsecured deferred purchase price can create significant collection risk.

Legal Support for Company Share Valuation and Buyout Disputes in Turkey

Foreign investors and company partners who cannot agree on a buyout price may require coordinated legal and financial analysis concerning share valuation, real value determination, company assets and liabilities, related-party transactions, shareholder exit compensation, shareholder loans, buyout agreements and judicial valuation proceedings.

Fırat Fesih Kaya Law Office assists foreign shareholders, investors and company partners in Turkish shareholder buyout and valuation disputes. Fırat Fesih Kaya can assist with reviewing company financial information, investigating transactions affecting company value, structuring buyout negotiations, protecting foreign shareholders against undervalued exit offers and pursuing appropriate judicial remedies where agreement cannot be reached.

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