What can a foreign shareholder do if nobody will buy their shares in a Turkish company? Learn about negotiated buyouts, limited company withdrawal, exit compensation, deadlock remedies, dissolution lawsuits and share valuation in Turkey.

A foreign shareholder who wants to leave a Turkish company but cannot find anyone willing to buy the shares can become effectively trapped in an illiquid investment. This is particularly common in privately held Turkish companies where there is no public market for the shares, the other shareholders refuse to buy, potential investors are unwilling to enter an ongoing shareholder dispute or the articles of association make a third-party transfer difficult. However, the inability to find a buyer does not necessarily mean that the foreign shareholder must remain in the company indefinitely. Depending principally on whether the company is a limited liability company (Ltd. Şti.) or joint stock company (A.Ş.), the articles of association, any shareholders’ agreement and the seriousness of the dispute, Turkish law may provide several routes including a negotiated buyout, contractual exit rights, judicial withdrawal from a limited company for just cause, exit compensation based on the real value of the share, a just-cause dissolution action or, in qualifying A.Ş. minority disputes, judicial solutions that can ultimately result in the shareholder leaving the company. The correct strategy is therefore not simply to keep reducing the asking price until somebody buys the shares. The investor should first determine why the shares cannot be sold, what the shares are genuinely worth and whether Turkish company law provides an alternative exit mechanism.

Why Can Shares in a Turkish Private Company Be Difficult to Sell?

Shares in a privately held company are fundamentally different from publicly traded shares. There may be no active market and no independent investor interested in purchasing a minority position.

The problem becomes even greater where the foreign investor owns, for example, 20%, 30% or 40% of a family-controlled or founder-controlled business.

A prospective purchaser may ask:

Will I have management rights?

Can I access company financial records?

Can the majority shareholder block important decisions?

Can I receive dividends?

How can I eventually sell these shares myself?

If the answers are uncertain, the buyer may refuse the investment even when the underlying company is profitable.

No Buyer Does Not Mean the Shares Have No Value

This distinction is extremely important.

Illiquidity and worthlessness are not the same thing.

A profitable company may own valuable real estate, machinery, trademarks, customer contracts, receivables and substantial cash while its minority shares remain difficult to sell.

The foreign shareholder should therefore avoid accepting an extremely low offer merely because no independent purchaser has appeared.

First Determine Whether the Company Is Ltd. Şti. or A.Ş.

The legal exit strategy changes significantly depending on company form.

A shareholder in a Turkish Ltd. Şti. has statutory withdrawal mechanisms that can become particularly important where an ordinary sale is impossible.

A shareholder in an A.Ş. operates under a different legal framework and cannot simply assume that the limited-company withdrawal provisions apply.

This distinction should be resolved before choosing litigation.

Option 1: Negotiate a Buyout by the Existing Shareholders

Even where the other shareholders initially say they are not interested, a structured buyout may still be commercially preferable to years of shareholder litigation.

The negotiation should begin with valuation.

Suppose the foreign shareholder owns 35% of a company.

The majority shareholder says:

“Nobody wants your shares. I will give you EUR 250,000.”

That statement says very little about their actual economic value.

If the company itself has a genuine net economic value of EUR 5 million, the investor should investigate that value before accepting a distressed exit price.

Do Not Use Nominal Capital as the Exit Price

A common mistake is assuming that the registered nominal value determines what the shares are worth.

Suppose the company’s registered capital is TRY 10 million and the foreign investor owns 30%.

The nominal amount is TRY 3 million.

But the company owns valuable real estate, machinery, profitable operations, customer relationships and retained earnings.

The economic value of the interest may be significantly different.

Obtain an Independent Valuation

Before negotiating with the controlling shareholder, determine the company’s actual financial position.

The valuation may require consideration of assets, liabilities, cash, receivables, debt, real estate, machinery, inventory, profitability, intellectual property, customer relationships and other relevant economic factors.

The appropriate methodology depends on the company.

Option 2: Make the Shares More Marketable

Sometimes the problem is not the price.

The problem is uncertainty.

Potential buyers may refuse because they cannot perform meaningful due diligence.

If legally and commercially possible, a potential transaction can become more attractive when the prospective purchaser can understand the company’s finances, governance structure, shareholder rights, litigation exposure and exit mechanisms.

Review Transfer Restrictions

Before looking for another buyer, examine the articles of association and shareholders’ agreement.

There may be approval requirements, contractual rights of first refusal, pre-emption provisions or other transfer restrictions.

Limited Company Share Transfers

Transfers of shares in a Turkish Ltd. Şti. are subject to the statutory transfer regime, including formal requirements and, as a general rule subject to the articles and statutory framework, general assembly approval.

Accordingly, finding a buyer may not solve the entire problem if the corporate approval mechanism subsequently prevents completion.

What If the Majority Shareholder Is Deliberately Making the Shares Unsellable?

This scenario deserves particular attention.

The controlling shareholder may tell prospective buyers:

“You will never receive information.”

“You will never get a dividend.”

“We will block every decision.”

At the same time, the controlling shareholder offers to purchase the foreign investor’s interest at a fraction of its alleged value.

The investor should preserve evidence of this conduct.

Depending on the complete circumstances, systematic obstruction can become relevant to broader shareholder remedies.

Option 3: Exercise a Put Option

A shareholders’ agreement may solve the problem.

The foreign investor should review the agreement for a put option permitting the investor to require another shareholder to purchase the shares when specified conditions occur.

The clause may be triggered by circumstances such as deadlock, material breach, loss of management control, failure to meet financial obligations or another contractually defined event.

Check the Valuation Formula

A put option is only as useful as its pricing mechanism.

The agreement may provide for fair market value, a predetermined formula, EBITDA multiple, independent valuation or another calculation.

Check the Payment Mechanism

The foreign shareholder should also determine whether the contractual buyer must pay immediately or may use installments.

An exit right that produces an unsecured multi-year payment obligation can create a new collection problem.

Option 4: Use a Deadlock Clause

A 50/50 joint venture may contain a contractual deadlock mechanism.

This can be particularly important where neither shareholder can govern the company and neither wants to purchase the other’s shares voluntarily.

The shareholders’ agreement may provide for negotiation, mediation, buy-sell mechanisms or another agreed solution.

The exact clause should be analyzed before triggering it because some deadlock mechanisms can ultimately force the initiating shareholder either to buy or sell.

Option 5: Judicial Withdrawal From a Limited Company

For a shareholder in a Turkish Ltd. Şti., the inability to find a buyer can become particularly significant when combined with serious problems within the shareholder relationship.

Under TCC Article 638, the articles of association may provide a right of withdrawal subject to defined conditions. Separately, a shareholder may seek judicial withdrawal where just cause exists.

This means that a limited-company shareholder is not necessarily dependent forever on finding a voluntary purchaser.

“I Cannot Find a Buyer” Alone May Not Be Just Cause

This qualification is essential.

The mere fact that private-company shares are difficult to sell does not automatically establish just cause for judicial withdrawal.

Additional circumstances may be necessary.

Circumstances That May Strengthen a Just-Cause Exit Case

The court will evaluate the concrete circumstances rather than use a mechanical checklist. Serious and persistent circumstances may include exclusion from information, severe breakdown of trust, misuse of company funds, continuing violations of shareholder rights, serious management misconduct or an entrenched corporate conflict making continuation of the shareholder relationship unreasonable.

The cumulative effect can matter.

Example: Foreign Investor Trapped in a Ltd. Şti.

A foreign investor owns 40%.

The majority shareholder manages the business.

For two years, the foreign investor receives no meaningful financial information.

Company bank records are withheld.

Substantial payments are made to companies associated with the manager.

No dividends are distributed despite apparent commercial activity.

The investor finds a potential purchaser.

The transaction is blocked.

The majority shareholder then offers a very low price.

The foreign investor’s legal position should be evaluated as a complete pattern rather than simply as an unsuccessful attempt to sell shares.

Exit Compensation After Withdrawal

If a limited-company shareholder validly leaves the company under the statutory framework, TCC Article 641 becomes particularly important.

The departing shareholder is, in principle, entitled to an exit payment corresponding to the real value of the capital share, subject to the applicable statutory rules.

This can transform the dispute from:

“Who will buy my shares?”

into:

“What is the legally relevant real value of my interest upon exit?”

Real Value Can Become the Main Battlefield

The controlling shareholder may accept that the foreign investor should leave but argue that the shares are worth very little.

That valuation should not automatically be accepted.

Company Real Estate

Real estate carried at historical accounting values can create a substantial difference between book value and economic value.

Machinery and Equipment

Operational assets should be properly evaluated.

Cash and Bank Deposits

Actual company liquidity should be identified.

Receivables

Customer and related-party receivables may materially affect company value.

Intellectual Property

Trademarks, software, licenses and other intangible assets may contribute significant value.

Profitability

A profitable operating business should not necessarily be valued solely by subtracting balance-sheet liabilities from recorded assets.

Company Debts

Legitimate liabilities must also be considered.

The objective is not to inflate the company’s value but to determine it accurately.

Artificial Debt Before Exit

A foreign investor should be cautious where company debt suddenly increases after exit negotiations begin.

Suppose management suddenly records:

EUR 1.5 million payable to majority shareholder.

The foreign shareholder should ask:

When was this loan made?

Where is the bank transfer?

How was it historically recorded?

Was interest agreed?

Why did the alleged liability appear only after the exit dispute began?

Related-Party Liabilities

Debts allegedly owed to businesses connected with management should likewise be verified.

Assets Transferred Before Valuation

This can be even more serious.

Suppose company real estate is sold to a related business below market value shortly before the foreign shareholder’s exit valuation.

The apparent company value falls.

The investor should not automatically accept a valuation that ignores potentially challengeable transactions.

Exit Compensation and Company Misconduct Are Different Issues

The shareholder should distinguish between:

share value, exit compensation, shareholder loans, unpaid dividends, direct shareholder losses and losses suffered by the company.

Combining them into one unsupported figure can weaken the case.

Option 6: Just-Cause Dissolution of a Limited Company

In sufficiently serious circumstances, TCC Article 636 provides another route.

A shareholder may seek dissolution of a limited company for just cause.

However, the court does not necessarily have to destroy a viable business merely because the shareholder relationship has collapsed.

Instead of dissolution, the court may adopt another appropriate solution, including a solution involving payment of the real value of the claimant’s shares and their departure from the company.

This can become highly important where there is no voluntary buyer.

Dissolution Is a Serious Remedy

It should not be treated as routine negotiating language.

The existence of just cause must be established.

Option 7: Judicial Exit Issues in an A.Ş.

The position of an A.Ş. shareholder requires separate analysis.

There is no general rule allowing every A.Ş. shareholder to demand that the company or another shareholder purchase the shares merely because no private buyer can be found.

Share transfer and contractual mechanisms therefore remain especially important.

Minority Dissolution Under TCC Article 531

In severe disputes, qualifying minority shareholders of an A.Ş. may consider the just-cause dissolution mechanism under TCC Article 531.

Where the statutory conditions are satisfied and just cause exists, the court is not limited to dissolution. Instead, it can potentially adopt another suitable and acceptable solution, including a solution under which claimant shareholders receive the real value of their shares and leave the company.

This can create an important judicial exit route in serious minority shareholder disputes.

Article 531 Is Not a General Put Option

A shareholder cannot invoke Article 531 merely because:

“I cannot find a buyer.”

There must be a qualifying minority position and circumstances sufficient to satisfy the statutory just-cause framework.

Serious Minority Oppression Can Matter

Where the controlling shareholders systematically exclude the minority, prevent legitimate exercise of shareholder rights or engage in conduct seriously prejudicing the minority’s position, the circumstances may require examination under Article 531.

50/50 A.Ş. Requires Particular Analysis

A deadlocked 50/50 structure does not necessarily fit every minority-shareholder mechanism in the same way.

The articles, shareholders’ agreement and alternative corporate remedies should therefore be examined carefully.

Option 8: Negotiate Company or Shareholder-Funded Exit

Even after litigation becomes possible, settlement may remain commercially preferable.

The parties may negotiate an exit funded by the other shareholders or another legally permissible corporate restructuring.

Any company-funded acquisition or restructuring must comply with the mandatory rules applicable to the company form and transaction; parties should not simply withdraw company money informally to finance an exit.

Do Not Let the Majority Shareholder Decide the Value Alone

This is one of the most common risks for an investor who cannot find a buyer.

The majority shareholder may say:

“There is no market. Therefore, your shares are worth whatever I offer.”

Lack of liquidity can affect commercial value, but it does not automatically establish that the majority shareholder’s offer equals the legally relevant value under a statutory exit mechanism.

Minority Discount

Whether and to what extent minority status or lack of marketability should affect a particular valuation depends on the legal mechanism and valuation context.

The issue should not be resolved merely by applying an arbitrary percentage reduction.

Separate Shareholder Loans

A foreign shareholder may have invested through both equity and loans.

For example:

Share investment: EUR 1 million

Shareholder loan: EUR 800,000

An exit negotiation concerning the shares should not automatically erase the EUR 800,000 loan receivable.

Check the Company’s Accounting Records

Confirm how shareholder financing was recorded.

Preserve SWIFT Records

Foreign investors should preserve international transfer evidence showing funds sent to the company.

Unpaid Dividends

Existing dividend claims should also be identified separately where legally established.

Personal Guarantees

One of the most dangerous exit mistakes is forgetting personal guarantees.

The foreign shareholder may have guaranteed a company bank loan or lease.

Selling or leaving the company does not automatically mean that the creditor releases the guarantor.

Example

Foreign shareholder exits completely.

New shareholder controls the company.

Six months later, company defaults on a bank loan.

The bank pursues the former foreign shareholder under a continuing personal guarantee.

The exit therefore needs to address both ownership and continuing liabilities.

Director Position Must Be Addressed Separately

A shareholder may also be a board member or manager.

Leaving the shareholding does not necessarily complete all management-related steps.

Resignation, representation authority and registration issues should be handled separately where applicable.

Employment Relationship

The foreign investor may also be employed by the company.

The employment relationship is distinct from the shareholding.

Shareholder Loan

Again, separate.

Guarantees

Separate.

Commercial Contracts With the Company

Separate.

A complete exit strategy should map all of these relationships.

What If the Foreign Shareholder Wants to Abandon the Shares?

Simply walking away from the company does not necessarily terminate share ownership.

A shareholder cannot normally erase the legal relationship merely by sending an email stating:

“I no longer want these shares.”

A valid transfer, statutory withdrawal, court decision or another legally effective mechanism is required.

What If the Shares Are Worth Almost Nothing?

If the company is genuinely insolvent or has no meaningful equity value, the economic exit options may be limited.

However, the shareholder should verify the financial position independently before accepting that conclusion.

What If the Company Is Profitable but Never Pays Dividends?

The dividend history and corporate decisions should be investigated.

The absence of dividends does not automatically create a right to exit, but systematic conduct surrounding profit distribution may become relevant in a broader shareholder dispute.

What If the Majority Shareholder Pays Themselves Large Amounts Instead?

Payments described as management fees, consultancy fees or related-party expenses should be examined.

If profits are effectively extracted through related-party transactions while minority shareholders receive nothing, the complete financial structure may require investigation.

What If Company Books Are Hidden?

Exercise the information and inspection mechanisms applicable to the company form.

An investor should not negotiate the exit price blindly while management controls all valuation information.

What If Company Bank Records Are Hidden?

Identify the specific transactions requiring explanation and pursue appropriate shareholder information procedures.

What If the Majority Shareholder Has Moved Assets to Another Company?

Document the transfers.

The issue may create claims beyond the exit itself, including potential management-liability or asset-recovery disputes depending on the circumstances.

Do Not Sign a Broad Release Too Early

A proposed exit agreement may contain language releasing:

“all known and unknown claims of every kind.”

If the shareholder has not yet investigated company finances, such language requires particular caution.

A Cheap Exit Can Be More Expensive Than Litigation

Suppose a foreign shareholder owns an interest genuinely worth EUR 2 million but accepts EUR 400,000 because no third-party purchaser exists.

The commercial loss from an uninformed exit may exceed the cost and inconvenience of properly investigating the available legal options.

That does not mean litigation is always preferable.

It means valuation should precede capitulation.

Litigation Can Also Be Expensive and Slow

The opposite is equally important.

A shareholder should not commence complex corporate litigation merely to avoid accepting a modest commercial discount.

Legal cost, expert examinations, duration, enforceability and the company’s continuing financial condition should all form part of the exit decision.

Build an Exit Economics Model

Compare:

Immediate negotiated price

against

Expected judicial value – litigation cost – time cost – enforcement risk – business deterioration risk.

This creates a rational decision framework.

Evidence Needed Before Starting an Exit Case

The foreign shareholder should ordinarily preserve the articles of association, shareholders’ agreement, share records, financial statements, balance sheets, accounting records lawfully available, company bank information, shareholder loan documents, SWIFT records, general assembly minutes, management correspondence, valuation reports and evidence of unsuccessful sale attempts where relevant.

Evidence of Obstruction

Where the inability to sell is connected with conduct by other shareholders, preserve evidence showing how the transfer was obstructed.

Evidence of Serious Shareholder Conflict

Preserve written communications demonstrating persistent disputes, information refusals and governance failures.

Evidence of Financial Misconduct

Preserve bank and accounting information already lawfully available.

Evidence of Deadlock

Keep general assembly and management records demonstrating repeated inability to make essential decisions.

First 24 Hours After Deciding a Sale Is Not Realistically Possible

Do not immediately accept the majority shareholder’s discounted offer. Preserve the articles, shareholders’ agreement, financial statements, share records and all documents concerning previous attempts to sell.

First 48 Hours

Determine whether the company is an A.Ş. or Ltd. Şti. Review all transfer restrictions, contractual exit provisions and the investor’s separate shareholder loans and guarantees.

First 72 Hours

Obtain a preliminary valuation, identify whether just-cause circumstances may exist and compare a negotiated buyout against available statutory or contractual exit mechanisms.

2026 Legal Strategy When a Foreign Shareholder Cannot Find a Buyer in Turkey

The strongest strategy is to treat the absence of a buyer as an exit-planning problem rather than proof that the investment is worthless. First identify whether the company is a Ltd. Şti. or A.Ş. and review the articles of association and shareholders’ agreement. Determine why no buyer exists: illiquidity, transfer restrictions, minority position, financial opacity, shareholder conflict or deliberate obstruction. Obtain sufficient financial information to establish the company’s actual economic value and investigate whether assets or profits have been diverted before valuation. Identify shareholder loans, unpaid distributions and personal guarantees separately from the shareholding. Attempt a commercially reasonable buyout with the existing shareholders and consider a third-party transaction where feasible. If contractual put, deadlock or other exit provisions exist, determine whether their triggering conditions have occurred. For a Ltd. Şti., where serious circumstances amounting to just cause exist, evaluate judicial withdrawal under TCC Article 638 and the associated real-value exit compensation framework under TCC Article 641. In severe cases, the just-cause dissolution framework under Article 636 may provide another route in which the court can consider an alternative solution rather than dissolution. For an A.Ş., focus initially on transfer and contractual rights, while qualifying minority shareholders in sufficiently serious disputes may evaluate TCC Article 531. The practical roadmap is: identify company type → review articles → review shareholders’ agreement → identify transfer restrictions → document unsuccessful sale attempts → obtain company financial information → investigate hidden assets and liabilities → value the shares → calculate shareholder loans separately → identify guarantees → approach existing shareholders for a buyout → seek third-party purchasers where commercially realistic → evaluate put and deadlock rights → determine whether just cause exists → evaluate Ltd. Şti. withdrawal and exit compensation → evaluate just-cause dissolution remedies where appropriate → evaluate A.Ş. minority remedies where applicable → preserve director-liability and company-loss claims → negotiate payment security → complete a legally effective exit.

Frequently Asked Questions

1. What happens if nobody wants to buy my shares in a Turkish company?

The shares do not automatically disappear and you do not automatically cease being a shareholder. Depending on the company type and circumstances, contractual or statutory exit mechanisms may need to be considered.

2. Can I force the other shareholder to buy my shares?

Not merely because you want to leave. A compulsory purchase obligation may arise from a shareholders’ agreement or particular judicial/statutory mechanisms, but there is no universal right requiring another shareholder to buy whenever requested.

3. Can a foreign shareholder leave a Turkish Ltd. Şti. through a lawsuit?

Potentially. TCC Article 638 allows judicial withdrawal where just cause exists. The inability to find a purchaser by itself should not automatically be treated as sufficient just cause.

4. What happens to my shares if the court allows withdrawal?

The legal consequences of withdrawal include the exit-compensation framework applicable to limited companies. The departing shareholder may be entitled to compensation corresponding to the real value of the capital share under the statutory rules.

5. Does the majority shareholder decide what my shares are worth?

No. A majority shareholder’s offer is a commercial proposal, not automatically the legally relevant value of the shares.

6. Can I demand the nominal value of my shares?

Nominal value and real economic value are different concepts. The appropriate valuation depends on the exit mechanism and circumstances.

7. What if the other shareholder deliberately blocks every potential buyer?

The conduct should be documented. Depending on the company form and surrounding circumstances, systematic obstruction may become relevant to contractual or statutory shareholder remedies.

8. Can I request dissolution of the company if I cannot leave?

In qualifying just-cause cases, dissolution mechanisms exist under Turkish company law. However, inability to sell alone does not automatically justify dissolution, and courts may have alternative remedies depending on the company form and statutory provision involved.

9. What happens to money I loaned to the company?

A genuine shareholder loan is generally a separate issue from ownership of the shares. It should be specifically addressed in any exit agreement or litigation strategy.

10. Can I simply abandon my Turkish company shares?

Generally, simply declaring that you no longer want the shares does not complete a legally effective exit. A valid transfer, statutory withdrawal, judicial solution or another legally recognized mechanism is required.

Legal Support for Foreign Shareholders Unable to Sell Their Shares in Turkey

Foreign investors who cannot find a purchaser for shares in a Turkish private company may require assistance with share valuation, shareholder buyout negotiations, transfer restrictions, shareholder agreements, put and deadlock rights, limited-company withdrawal, exit compensation, just-cause proceedings and shareholder dispute litigation.

Fırat Fesih Kaya Law Office assists foreign investors and minority shareholders seeking to exit Turkish companies when voluntary share sales have become difficult or impossible. Fırat Fesih Kaya can assist with evaluating contractual and statutory exit routes, determining the economic value of company shares, negotiating with controlling shareholders and pursuing appropriate judicial remedies where the statutory conditions exist.

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