Purchase Price Paid but Turkish Company Shares Are Not Transferred: How Can a Foreign Buyer Recover the Money? – 2026 Updated Guide

Recovering Money After an Uncompleted Share Transfer in Turkey

What can a foreign buyer do after paying for Turkish company shares that were never transferred? Learn about refunds, damages, injunctions, evidence, and enforcement options.

A foreign buyer who pays the purchase price for shares in a Turkish company but does not receive the agreed shares may face a serious financial and legal problem. The seller may delay completion, refuse to sign transfer documents, fail to complete corporate formalities, or sell the same shares to another person.

Depending on the share purchase agreement, company type, payment evidence, and seller’s conduct, the buyer may seek a refund, contractual damages, specific performance, a contractual penalty, interim protection, or other legal remedies.

The first priority is to determine whether the share transfer was completely invalid, partially completed, or merely not recorded in the relevant company documents.

Why Was the Share Transfer Not Completed?

A share transfer may fail for different reasons. The seller may not have signed the required documents, the company may not have updated its shareholder records, a required corporate resolution may be missing, or the seller may have refused to complete closing obligations.

Other common problems include:

• The seller receives the purchase price but stops communicating;
• The seller claims that additional conditions were not satisfied;
• The buyer is not recorded as a shareholder;
• The seller refuses to deliver share certificates or corporate records;
• The seller keeps voting and management control;
• The same shares are promised or transferred to another buyer;
• The seller conceals restrictions, pledges, or third-party rights;
• The company refuses to recognize the foreign buyer’s ownership.

The correct legal remedy depends on whether the problem concerns the contract between the buyer and seller or the company’s failure to complete a corporate procedure.

Review the Share Purchase Agreement First

The SPA should be examined before sending a demand or starting proceedings. Important provisions may include the closing date, conditions precedent, payment terms, transfer formalities, representations and warranties, termination rights, refund obligations, contractual penalties, liability limits, dispute resolution, and governing law.

The buyer should also review the closing checklist, share transfer forms, shareholder resolutions, board decisions, powers of attorney, corporate records, and payment instructions.

If the agreement clearly states that the seller must transfer the shares after receiving payment, refusal to complete the transfer may constitute a serious contractual breach.

If payment was conditional on additional approvals or documents, the seller may argue that the transfer obligation had not yet become due. This is why the exact wording of the SPA is critical.

Can the Foreign Buyer Demand a Refund?

In many cases, the buyer may seek repayment of the purchase price if the seller materially breaches the agreement and does not transfer the shares.

A refund claim may be combined with compensation for additional losses, such as bank charges, transaction expenses, currency losses, legal costs where recoverable, financing expenses, and losses caused by the buyer’s inability to complete the investment.

If the contract allows termination after a material breach, the buyer may consider ending the agreement and demanding repayment. The buyer should avoid taking steps that could unintentionally waive termination rights or accept an indefinite delay.

A formal notice should clearly identify the breach, reserve all contractual and legal rights, and request performance or repayment within the appropriate contractual framework.

Can the Buyer Force the Seller to Transfer the Shares?

A foreign buyer may prefer to receive the shares rather than recover the purchase price. In that situation, the buyer may evaluate a claim for specific performance.

The buyer may seek completion of the transfer, delivery of the required documents, recognition of shareholder rights, and completion of corporate actions. Whether this remedy is practical depends on the type of company, the legal status of the shares, and whether the seller still has the power to transfer them.

If the seller has transferred the same shares to another person, the dispute may become more complex. The buyer may need to investigate the timing of the second transaction, the other party’s knowledge, the seller’s authority, and whether compensation or invalidation remedies are available.

Can the Buyer Claim Damages?

Yes, if the seller’s breach causes provable financial loss. Potential damages may include:

• The difference between the agreed share value and the current value;
• Losses caused by missed business opportunities;
• Financing and transaction expenses;
• Currency-related losses;
• Costs caused by reliance on the transaction;
• Loss of expected income;
• Contractual penalties;
• Other foreseeable losses supported by evidence.

The buyer must usually prove the breach, actual loss, causation, and the amount claimed. Payment of the purchase price establishes an important part of the claim, but the buyer should also prove that the seller failed to perform the agreed transfer obligation.

The SPA may limit liability or require a specific notice before a claim can be brought. These provisions should be checked carefully.

Can an Interim Injunction or Attachment Be Requested?

Urgent judicial protection may be considered where there is a risk that the seller will transfer assets, sell the shares again, destroy documents, or become unable to repay the purchase price.

Depending on the facts, the buyer may evaluate an interim injunction, evidence-preservation measure, or precautionary attachment relating to the monetary claim. The court will generally assess the buyer’s legal right, urgency, risk of harm, and proportionality. Security may be required.

The buyer should provide clear evidence, such as the SPA, bank transfer records, closing correspondence, and proof that the seller refused or failed to complete the transfer.

A broad request to block all of the seller’s assets may not be appropriate. The requested protection should be carefully connected to the unpaid refund, threatened asset transfer, or specific contractual breach.

What Evidence Should the Foreign Buyer Preserve?

The buyer should preserve the signed SPA, payment receipts, bank statements, closing documents, emails, WhatsApp messages, meeting records, draft transfer documents, company registry records, shareholder information, and all notices sent to the seller.

Evidence should establish:

• The agreed purchase price;
• The date and method of payment;
• The seller’s obligation to transfer the shares;
• The conditions required for closing;
• The buyer’s readiness to complete its obligations;
• The seller’s refusal or delay;
• Any risk that the shares or assets may be transferred elsewhere.

Electronic evidence should be kept in its original form whenever possible. Email headers, digital signatures, transaction records, cloud documents, and messaging metadata may be important.

The buyer should obtain evidence lawfully and should not access private accounts or systems without authorization.

Can a Criminal Complaint Be Considered?

A failed share transfer is usually a contractual and commercial dispute. However, a criminal complaint may be considered if the facts indicate intentional fraud, forged documents, double sale of the same shares, theft, abuse of trust, or another criminal offence.

A criminal complaint does not automatically guarantee repayment. Civil and commercial remedies should be assessed separately, and the buyer should avoid making unsupported criminal accusations.

Where the seller deliberately accepted payment without intending to transfer the shares, the timing, communications, previous transactions, and financial conduct may become relevant.

Cross-Border Recovery for Foreign Buyers

A foreign buyer may face additional difficulties where the seller lives outside Turkey, holds assets in another country, or attempts to move the purchase price abroad.

The buyer should review the SPA’s jurisdiction and arbitration clauses, service requirements, translation and notarization rules, enforcement procedures, and the location of the seller’s assets.

A Turkish lawyer may assist with notices, interim applications, commercial proceedings, settlement negotiations, and enforcement steps through a properly prepared power of attorney.

Lawyer Fırat Fesih Kaya assists foreign investors with Turkish share purchase disputes, refund claims, SPA enforcement, interim measures, and cross-border recovery proceedings.

2026 Practical Considerations

In 2026, share purchase transactions frequently involve remote closings, electronic signatures, digital payment records, online corporate documents, virtual data rooms, and international banking channels.

Foreign buyers should ensure that the SPA clearly specifies when ownership transfers, which documents must be delivered, who controls the company after closing, how payment and transfer occur simultaneously, and what happens if one party fails to perform.

Escrow arrangements, simultaneous closing, contractual penalties, seller guarantees, and clear termination provisions may substantially reduce the risk of paying the purchase price without receiving the shares.

If the buyer has already paid, immediate evidence preservation and legal action may help prevent further transfer of the shares or dissipation of the seller’s assets.

Frequently Asked Questions (FAQ)

1. Can a foreign buyer recover the purchase price if Turkish company shares are not transferred?
Potentially, yes. The buyer may seek repayment, termination, damages, contractual penalties, or specific performance depending on the SPA and the circumstances.

2. Can the buyer force the seller to transfer the shares?
In some cases, the buyer may seek specific performance and completion of the required transfer formalities.

3. What if the seller refuses to communicate after receiving payment?
The buyer should preserve evidence, review notice requirements, send a formal demand, and consider urgent judicial measures.

4. Can the buyer claim compensation in addition to a refund?
Potentially, if the buyer proves additional losses caused by the seller’s breach and the contract does not exclude or limit the claim.

5. What if the seller sold the same shares to another person?
The buyer should investigate the timing, validity, authority, and knowledge of the second transaction. Additional remedies may be available depending on the evidence.

6. Can the buyer request an attachment against the seller’s assets?
A precautionary attachment may be considered for a monetary claim if the applicable conditions are satisfied. The court may require security.

7. Is a bank transfer enough to prove the share purchase?
A bank transfer is important evidence, but the SPA, payment description, emails, closing documents, and other records should also be preserved.

8. Can the buyer file a criminal complaint against the seller?
A criminal complaint may be considered where the facts suggest intentional fraud, forgery, double sale, or another criminal offence. The commercial claim should be assessed separately.

9. Can a foreign buyer start proceedings without coming to Turkey?
In many cases, the buyer may act through a Turkish lawyer under a valid power of attorney, subject to the requirements of the specific proceeding.

10. What should the buyer do first?
The buyer should secure the SPA and payment evidence, confirm the transfer status, send a formal legal notice, investigate the seller’s assets, and obtain urgent Turkish legal advice.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for Uncompleted Share Transfers

Expert legal support is essential to avoid losing valuable rights. By working with a lawyer experienced in Turkish M&A transactions, share transfer disputes, refund claims, interim injunctions, and enforcement proceedings, foreign buyers can protect their investments in Turkey and abroad. Fırat Fesih Kaya Law Office provides professional legal support for unpaid refunds and uncompleted company acquisitions.

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