Companies and Shareholders
Shareholding, Management and Share Transfers in Limited Liability Companies
You may wish to join a limited liability company, transfer your shares, resign as manager or assess a debt claim. We read the articles of association, resolutions and transaction dates together and distinguish shareholder and manager status. We explain the necessary documents and steps through your particular file.
File review is a paid service. We set out its scope, fee and timetable in writing before work begins.
We Read the Shareholding Structure and Articles of Association
Shareholders' capital contributions, additional obligations and voting and dividend expectations are assessed alongside the articles of association and relevant resolutions. Any separate shareholders' agreement is examined in relation to the articles and statutory framework. How to prove an oral understanding omitted from the documents is a separate question.
Shareholder status should not be confused with managerial office and representation powers. We identify your relationship with the company and the transaction date to be reviewed. If the current registry position differs from acquisition or departure documents, the reason and legal effect of that difference are included among matters to investigate.
We Look Beyond Signatures in Share Transfers
The Turkish Commercial Code prescribes form and approval requirements for transfers of limited liability company shares. The transfer agreement, notarisation of signatures, contractual conditions and any required general meeting approval are examined together. The connection between the transaction and registry and share records is also assessed; not every transfer is assumed to follow the same document sequence.
Transmission by inheritance or another legal ground may have consequences different from a contractual sale. The transfer price, payment, additional obligations, competition provisions and the parties' statements are read separately. Without seeing the documents, payment of the price alone does not establish that the shareholding relationship has fully ended.
Which Questions Matter for Management and Representation?
Resolutions and notices concerning a manager's appointment, removal or resignation are examined. Joint or sole signature, powers of attorney and allocation of duties are assessed against the intended transaction. Internal authority limits and the effects of transactions with third parties are different questions.
There may be allegations of obstructed access to information, deadlock, conflicts of interest or management-related loss. We assemble the relevant period's agreements, resolutions and correspondence. The claims available and persons entitled to bring them are addressed alongside standing and time requirements.
We Distinguish Company Debts from Personal Liability
Company debts, a shareholder's capital obligation, managerial liability and personal guarantees have different legal bases. For public receivables, Law No. 6183 and relevant special provisions are assessed separately. It cannot be said that every shareholder or manager is unconditionally liable for all debts or bears no personal risk at all.
The debt type, relevant period, changes in shareholding and office, recovery from the company and the document served may matter. A share transfer is not presented as automatically eliminating every risk relating to past public debts. If a payment order or litigation document exists, deadlines and the application route are examined first.
Which Documents Are Needed for the Review?
In your initial enquiry, summarise your relationship with the company, intended transaction and known deadline. The written opinion presents findings on shareholder and manager status, missing transaction documents and next-step options. For a suitable file, documents, fees and work timing are agreed in writing before starting. The scope of any authority procedure, registry application or litigation representation is discussed separately.
- Articles of association and current registry records
- Share transfer, general meeting and manager resolutions
- Signature, power of attorney and representation documents
- The agreement, debt notice, payment order or litigation papers to be examined
Frequently Asked Questions
I Transferred My Shares. Does That End Every Connection with Old Debts?
No such generalisation can be made. The debt type and period, transfer documents and special provisions on public receivables matter. Any personal guarantee or separate undertaking is assessed as well.
Does Shareholder Status Automatically Confer Management Powers?
Shareholder and manager status are examined separately. The articles of association, appointment resolutions and representation records establish who may undertake which transactions. Current authority documents should be seen before the transaction.
Is a Notarised Share Transfer Agreement Sufficient on Its Own?
The entire file must be assessed. Provisions in the articles of association, applicable approval requirements and recording procedures are examined as well. The same transfer model is not applied automatically to different grounds of transmission, such as inheritance.
Related Topics
Reference Sources
Apply for a Paid File Review
Briefly describe your matter and any known deadline. For a suitable file, we will set out the work, fee and delivery timetable in writing before starting.
Sending an enquiry does not mean that the work has been accepted. Representation is agreed separately; we do not promise a result.