Shareholders Agreement in Turkey: Template, Key Clauses and Local Law (2026)

A shareholders agreement (pay sahipleri sozlesmesi) in Turkey is a private contract between the owners of a company, usually a joint stock company (anonim sirket), that sets out how they will govern it, move shares, fund it and exit. It sits alongside the company's articles of association, and it binds only the people who sign it. This guide explains the Turkish legal framework, the clauses a shareholders agreement should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a shareholders agreement in Turkey? The Turkish Commercial Code No. 6102 (TTK) does not regulate the shareholders agreement as a standalone contract type. The agreement sits under the freedom of contract in the Turkish Code of Obligations No. 6098 (TBK): Article 26 gives the parties freedom to set their terms, and Article 27 is the limit, so an agreement is valid as long as it does not contravene mandatory law or public order. What the agreement can achieve is bounded by the mandatory company-law rules of the Commercial Code No. 6102: - Under Article 340, the articles of association of a joint stock company may deviate from the Code only where the Code expressly allows deviation.

• Under the single-obligation principle in Article 480/1, a shareholder cannot be put under any obligation beyond paying the share price, except as the articles or the law allow. The practical consequence is the relativity of contracts: a shareholders agreement binds the shareholders who signed it, and only them. A board or general meeting decision taken in breach of a voting commitment is still a valid corporate act; the remedy is a damages claim for breach of contract, not annulment of the decision. ## Is a shareholders agreement binding in Turkey? Yes, between the signatories, as a private contract under the Code of Obligations. Signing one is not mandatory and is at the shareholders' discretion. Two limits: 1. It does not bind the company or future shareholders unless they are parties. To bind the company and new holders, a rule generally has to be in the articles, within what Article 340 allows.

2. It cannot impose obligations the Commercial Code forbids, such as putting shareholders under obligations beyond the share price contrary to Article 480/1. Confidentiality and flexibility are the main reasons shareholders use an agreement rather than trying to pack everything into the public articles. ## Key clauses in a Turkish shareholders agreement ### Parties, company and relationship to the articles Name the shareholders and the company, and state that the agreement supplements the articles and that the articles and mandatory law prevail where required. ### Governance and reserved matters Set board nomination rights, what passes by simple majority, and which reserved matters need a qualified majority or unanimity, remembering that the articles can deviate from the Code only where Article 340 permits. ### Share transfers, pre-emption and lock-up Cover lock-up, right of first refusal, tag-along and drag-along. To make transfer controls effective against the company and new holders, reflect them in the articles within the limits the Code allows. ### Funding and anti-dilution State how future capital is raised, whether shareholders must follow their money, and the consequence of not participating, without breaching the single-obligation principle. ### Non-compete and confidentiality Bind active shareholders not to compete and to keep information confidential, keeping any restraint reasonable. ### Dividend policy Record the intended distribution approach within statutory limits. ### Deadlock, exit and leaver provisions Agree a deadlock mechanism, good-leaver and bad-leaver treatment, and share valuation and buy-back on exit. ### Term, breach, governing law and disputes Set the term, the consequence of breach (usually damages or a contractual penalty, because the corporate act itself stands), Turkish governing law, and a forum (courts or arbitration). ## Template skeleton ```
3. Parties and definitions
4. The company and this agreement vs the articles
5. Governance: board nomination, meetings, reserved matters
6. Funding and anti-dilution
7. Share transfers: lock-up, pre-emption, tag-along, drag-along
8. Good leaver / bad leaver and share valuation
9. Non-compete and confidentiality
10. Dividend policy
11. Deadlock resolution
12. Term and termination
13. Breach, penalties and remedies
14. Governing law (Turkey) and dispute resolution
15. Signatures

- **Article 340 limits the articles.** The articles can deviate from the Commercial Code only where the Code expressly allows, so some rules can live only in the private agreement, not in the articles.
- **Mind the single-obligation principle.** Article 480/1 means a shareholder cannot be put under obligations beyond the share price except as the articles or law allow.
- **Confidentiality is a real advantage.** Keeping sensitive governance and exit terms in the private agreement, not the public articles, is a common and legitimate reason to use one. ## From the agreement to the day to day Signing the agreement is the easy part. The real work is living by it: tracking pre-emption notice windows, remembering lock-up end dates, keeping the cap table and version history straight through each round, and catching when a draft resolution breaks a reserved-matters rule. When that work is scattered across email and shared drives, obligations slip. An AI contract workspace keeps the signed agreement, its clause structure, the key dates and the related corporate documents in one place, so a founder or counsel can draft from a template, see per-clause risk, edit terms in plain language, and get an alert before a deadline. If you want to see drafting, review, tracking and governance in one workspace, [Adira](https://adiralaw.com) is built around that idea. Deep Turkey-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ