Share Purchase Agreement
"What key terms should a share purchase agreement include for Turkey?"
Quick Answer
A share purchase agreement typically covers the purchase price and adjustment mechanics, representations and warranties, indemnities, conditions precedent, non-compete and post-closing covenants. In Turkey, it is also important to address transfer formalities (which vary by company type), corporate approvals, share ledger or registry steps, and any required regulatory or competition clearances.
Key Aspects Under Turkish Law
Share transfers are mainly shaped by the Turkish Commercial Code (depending on the company type) together with the Turkish Code of Obligations (contractual aspects), and may also trigger competition law and sector-specific regulatory requirements.
Key Points to Remember
- Turkish Commercial Code No. 6102 provides the primary legal framework
- Transfer formalities differ by company type. In limited liability companies, trade registry filings following the required corporate approvals are commonly needed. In joint stock companies, share ledger registration and compliance with share type restrictions may be decisive for asserting shareholder rights against the company.
- Foreign investors have equal rights with domestic entities
- Proper documentation and corporate formalities are essential
Practical Considerations for Businesses
When dealing with share purchase agreement in Turkey, businesses should consider engaging qualified legal counsel familiar with both Turkish law and international business practices. This ensures compliance with local requirements while meeting global standards.
Documentation requirements, timeline considerations, and regulatory approvals vary depending on the specific circumstances of each case. Early planning and proper structuring can help avoid common pitfalls.
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We share general information on M&A contracts and share transfer procedures in Türkiye. Contacting us does not create a lawyer client relationship.
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