In recent years, Turkey has become an attractive country for foreign investors due to its strategic location, young population, and growing economy. One of the most important indicators of this interest is the desire of foreigners to establish companies in Turkey or become partners in existing companies. Investors can quickly enter the Turkish market through share transfers and create long-term business opportunities by establishing commercial partnerships.
However, the process of foreigners acquiring company shares in Turkey is not only a commercial decision but also a legal process. Therefore, it is necessary to interpret the legislation correctly, prepare the documents completely, and carefully follow the procedures that vary depending on the type of company. Otherwise, serious legal and financial problems may arise both during and after the investment process.
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Foreigners have the same rights as Turkish citizens.
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The Direct Foreign Investment Law guarantees these rights under its provisions.
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Depending on the type of company (public or private), share transfers are subject to different procedures.
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Professional legal advice ensures that the process runs smoothly.
Acquisition of Shares by Foreigners in Joint Stock Companies
Joint stock companies are one of the most preferred types of companies for foreign investors. This is because joint stock company shares are transferable, which makes it easier for investors. While the transfer of registered shares is recorded in the share register, the transfer of bearer shares is more flexible. This provides foreign investors with a fast and secure investment opportunity.
Furthermore, foreign investors are subject to the same conditions as Turkish partners when acquiring shares in joint stock companies. This provides legal certainty for foreign investors. However, it is still necessary to take the necessary steps during the transfer of shares, such as notarization, tax obligations, and notification to the commercial register.
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The transfer of shares must be recorded in the share register.
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Notarization is required in most cases.
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It is necessary to notify the commercial registry.
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Tax liabilities may arise depending on the transferred shares.
Acquisition of Shares by Foreigners in Limited Companies
Share transfers in limited companies are subject to stricter procedures than in joint stock companies. For a share transfer to be valid, a share transfer agreement must be drawn up in the presence of a notary public. In addition, the approval of the general meeting must be obtained and the transfer must be registered in the commercial register. For this reason, it may take a little longer for foreign investors to become partners in limited companies.
On the other hand, since limited companies are widely preferred in Turkey, it is quite common for foreigners to invest in this type of company. Foreigners must have their documents translated and notarized, and the apostille process must be completed in full.
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A share transfer agreement is drawn up in the presence of a notary public.
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The transfer must be approved by the general assembly.
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The transaction cannot be completed without registration in the commercial register.
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Foreign documents require apostille and translation.
Documents Foreign Investors Need to Prepare
Foreigners in Turkey in company shares acquisition preparation required documents both personal and both commercial in nature may be. Firstly passport, residence address and tax ID number such as documents are required. In addition share transfer agreement, company articles of association and notarized certified translations are an integral part of the process and cannot be omitted.
The complete preparation of these documents, share transfer quickly and smoothly in a manner that ensures its completion. In the event of any deficiencies or errors in the documentation, the process may be delayed for months.
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Passport and notarized translation
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Residence permit or address declaration
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Tax identification number
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Notarized share transfer agreement
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Company articles of association
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Apostille certified documents
Tax Obligations and Financial Matters
Foreign investors acquiring company shares in Turkey is not only a legal process, but also has important implications in terms of tax law. Tax liabilities arising during the transfer of shares may vary depending on the amount of shares transferred, the type of company, and the foreign investor’s country. Withholding tax, corporate tax, and VAT liabilities are particularly important in this regard.
In addition, thanks to the Double Taxation Avoidance Agreements that Turkey has signed with many countries, foreign investors can avoid the burden of paying tax twice on the same income. For this reason, it is very important to plan your taxes before investing and to seek the support of a financial advisor.
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Withholding tax may be incurred during the transfer of shares.
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Tax deductions are applied to profit distributions.
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Double taxation agreements offer advantages.
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No transaction can be made without a tax identification number.
Investment Incentives and State Supports
Turkey implements various incentive programs to attract foreign investors. These incentives vary depending on the sector in which the investor will operate, the amount of investment, and the region where the investment will be made. Tax reductions, insurance premium support, customs duty exemptions, and interest support are among the most common incentives.
Foreigners who invest in Turkey by acquiring company shares may also benefit from these incentives. However, since there are separate application processes for each incentive, it is important for investors to seek professional advice to ensure that the process is completed quickly and completely.
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Tax reductions and tax exemptions may be available.
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Investments are exempt from customs duties.
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Employer contribution support for insurance premiums may be available.
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Interest support and land allocation opportunities are available depending on the investment region.
Transfer of Shares in Companies with Registered Real Estate
If shares are transferred and the company has assets in the form of real estate then, the process becomes more complex. Because in Turkey, foreigners are subject to restrictions on the acquisition of real estate in certain areas. In particular, military areas, security in terms of sensitive areas and some border regions where foreigners are prohibited from acquiring shares.
For this reason, foreign investors must carefully examine the title deeds relating to the company’s assets prior to the transfer of shares. Otherwise, the transfer of shares may be rejected or subsequently canceled.
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The location of the company’s real estate assets is important.
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Share transfers cannot be made in military restricted areas.
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Land registry records should be reviewed in advance.
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Real estate restrictions should be taken into consideration.
The Importance of Professional Consulting
Foreigners can acquire shares in companies in Turkey, but the process must be managed correctly. The different procedures for joint stock and limited companies, the preparation of complete documentation, and possible title deed restrictions must be carefully evaluated.
At Atakan Ayhan Law Firm, we provide legal consulting services to enable foreign investors to invest safely in Turkey. We provide professional support at every step, from preparing documents to notary procedures, from trade registry registration to tax obligations.
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Legal advice is the guarantee of your investment.
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Preparing complete documentation speeds up the process.
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The right strategy must be determined according to the type of company.
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A legal review must be conducted prior to investment.
