Under Turkish law, a share sale or any other contract may be challenged for “gabin” (aşırı yararlanma, often translated as lesion or exploitation) if there is a manifest disproportion between the price and the value of the shares and the buyer brought it about by exploiting the seller’s difficult situation, thoughtlessness or inexperience (Turkish Code of Obligations, Article 28). The seller may either declare that he is not bound by the contract and reclaim the shares, or keep the contract and claim the difference. The right must be exercised within one year from learning of the thoughtlessness or inexperience, or from the end of the difficult situation, and in any event within five years from the date of the contract. Value is assessed as at the date of the contract by court-appointed experts. Fraud and duress are separate grounds with their own one-year limit (Article 39). Disputes over share transfers are commercial cases heard by the commercial court of first instance, and claims between shareholders as such fall under the exclusive jurisdiction of the court at the company’s seat (Code of Civil Procedure, Article 14/2).
Bu konuda hukuki destek almak ister misiniz? Uzman hukuk büromuzla iletişime geçebilirsiniz.
This guide explains, for foreign shareholders, investors and families with members living abroad, how Turkish law treats undervalued share transfers: the statutory elements of gabin, the remedies and strict time limits, related grounds such as fraud and duress, the formalities for transferring shares in limited liability and joint stock companies, how Turkish courts have recently decided such cases, and the cross-border questions that arise most often — governing law, jurisdiction, arbitration, mandatory mediation and security for costs. Practical checklists for sellers and buyers are included.
Turkish company shares frequently change hands in circumstances that later look one-sided: a partner leaves after a dispute, a shareholder sells during a financial crisis or while facing criminal proceedings, heirs transfer inherited shares to the family member who runs the company, or a foreign investor exits a joint venture quickly. When the seller later discovers that the shares were worth several times the price, the question is whether Turkish law allows the transfer to be undone. Turkish law does not generally protect a party simply because a bargain turned out badly. It intervenes where three elements coincide: a manifest imbalance, a weakness on the seller’s side, and the buyer’s exploitation of that weakness. These elements, together with short time limits and evidentiary rules, decide most cases.
This guide is written from both sides. A seller needs to know what must be proven and how quickly to act. A buyer — including a foreign investor acquiring a Turkish company — needs to know which facts courts treat as decisive and how to document the transaction so that a later claim fails. A Turkish-language version of the seller’s perspective is available in our guide hissemi değerinin altında devrettim (in Turkish), and the buyer’s perspective in hisse satın alırken gabin ve hile riski (in Turkish).
Abbreviations used: TBK — Turkish Code of Obligations No. 6098; TTK — Turkish Commercial Code No. 6102; HMK — Code of Civil Procedure No. 6100; TMK — Turkish Civil Code No. 4721; MÖHUK — Code on International Private and Procedural Law No. 5718. Statutory texts quoted below are our unofficial translations; only the Turkish texts are authoritative.
What Is Gabin (Exploitation) Under Turkish Law?
Article 28 of the Turkish Code of Obligations reads as follows (unofficial translation):
(1) If there is a manifest disproportion between the mutual performances in a contract, and this disproportion was brought about by exploiting the injured party’s difficult situation, thoughtlessness or inexperience, the injured party may, depending on the circumstances, either notify the other party that he is not bound by the contract and demand the return of his performance, or remain bound by the contract and demand that the disproportion be removed.
(2) The injured party may exercise this right within one year from the date on which he learns of his thoughtlessness or inexperience or, in the case of a difficult situation, from the date on which that situation ends, and in any event within five years from the conclusion of the contract.
The provision applies to all contracts with mutual performances, including share purchase agreements, exit agreements between partners, settlement agreements, including releases given in return for payment. The general provisions of the Code of Obligations also apply, as far as appropriate, to all private law relationships (TMK Article 5), and the Civil Code expressly applies the Code of Obligations’ rules on invalidity to agreements dividing an estate among heirs (TMK Article 680).
The elements of gabin
| Element | What must be shown | Typical evidence in a share sale |
|---|---|---|
| Manifest disproportion (objective element) | The price is clearly out of proportion to the value of the shares at the date of the contract | Court-appointed expert valuation of the company at the transfer date; balance sheets, real estate valuations, comparable transactions |
| Weakness of the seller (first subjective element) | At least one of: a difficult situation (financial distress, detention, illness, pressure), thoughtlessness or inexperience in relation to the specific transaction | Enforcement and debt records, health records, detention records, the seller’s role and access to company information |
| Exploitation (second subjective element) | The buyer knew of the weakness and took advantage of it | Timing of the offer, pressure to sign quickly, payment tied to signing the same day, the buyer’s superior information as manager or majority shareholder |
| Timely exercise | Notice that the seller is not bound, or a claim for the difference, within one year and in any event five years | Notarial notice (ihtarname), date on which the seller learned the true value or the distress ended |
The Assembly of Civil Chambers of the Court of Cassation (Yargıtay Hukuk Genel Kurulu) has held that the value of the performances must be determined as at the date of the contract, by expert examination including research into comparable values, and that the disproportion must be high enough to strike anyone familiar with the matter (22.10.2025, E.2024/1-399, K.2025/643). In a separate case the Assembly accepted that legal entities can also be in a difficult situation, but held that the claimant contractor, as a merchant, had to act as a prudent businessman, that the other party had not knowingly exploited its situation and that there was in any event no manifest disproportion, so the settlement agreement was binding (28.05.2025, E.2023/6-906, K.2025/361; decided under the former Code of Obligations). Without knowing exploitation there is no gabin, however large the gap in value.
Remedies, Time Limits and Related Grounds
Two remedies. The seller may declare that he is not bound by the contract and demand the return of what he performed — in a share sale, the shares — or he may keep the contract and demand that the disproportion be removed, which in practice means payment of the difference (TBK Article 28/1). If the contract falls away, each party must return what it received; the buyer may reclaim the price under the rules on unjust enrichment (TBK Article 77). Where the shares have since been diluted, merged or transferred to third parties, the claim for the difference is often the more realistic remedy.
Strict time limits. The one-year period runs from the date on which the seller learns of his thoughtlessness or inexperience, or from the date on which his difficult situation ends; in any event the right lapses five years after the contract was concluded (TBK Article 28/2). Both periods are preclusive periods (hak düşürücü süre), not ordinary limitation periods: once they expire, the right itself is lost, and courts take this into account of their own motion. The Kayseri Regional Court of Appeal, 6th Civil Chamber, for example, applied the one-year period to a seller who worked in the company at the time of the transfer and was therefore taken to have known of the low price then (08.07.2026, E.2026/1369, K.2026/1551). The same chamber, in an earlier case, set aside a dismissal based only on the one-year period, reasoning that an excessive disproportion may make the contract contrary to morals and therefore void without time limit (15.05.2024, E.2024/1000, K.2024/1125). Because the case law is not uniform, a seller should never rely on the second view: written notice should be sent within the one-year period.
Claim for the difference as a partial claim. A claim for the difference can be brought as a partial claim and, since the amendment made by Law No. 7589 (in force on 31 July 2026), the amount may be increased once in the same proceedings until the end of the evidentiary stage (HMK Article 109/4). The former “claim of indeterminate amount” under HMK Article 107 was repealed by the same Law.
Gabin and related grounds compared
| Ground | Statutory basis | Time limit | Key requirement |
|---|---|---|---|
| Gabin (exploitation) | TBK Article 28 | One year from learning or end of the difficult situation; five years from the contract at the latest | Manifest disproportion, weakness of the seller, knowing exploitation |
| Fraud (aldatma) | TBK Article 36 | One year from discovery of the fraud (TBK Article 39) | The seller was induced by deception; the mistake need not be essential. Fraud by a third party counts only if the buyer knew or should have known of it |
| Duress (korkutma) | TBK Articles 37-38 | One year from the end of the effect of the duress (TBK Article 39) | A justified belief in a serious and imminent danger to the person or property of the seller or a relative; a threat to exercise a right or statutory power counts if the threatening party thereby obtains an excessive advantage from the seller’s difficult situation (Article 38/2) |
| Mistake (yanılma) | TBK Articles 30-32 | One year from discovery (TBK Article 39) | An essential mistake (Articles 31-32) |
| Lack of capacity of discernment | TMK Article 15 | No time limit | The seller lacked the capacity of discernment (ayırt etme gücü) at the date of the transfer, usually proven by a report of the Forensic Medicine Institute |
| Form defect (limited company) | TTK Article 595/1; TBK Article 12/2 | No time limit | Transfer not made in writing with notarised signatures |
A contract concluded under fraud or duress is deemed ratified if the injured party does not declare within one year that he is not bound or does not reclaim what he gave (TBK Article 39/1). Ratification does not extinguish a claim for damages arising from fraud or duress (Article 39/2). In practice, claimants often plead gabin and fraud together: Turkish procedure allows a principal claim (for example, return of the shares) and an alternative claim (payment of the difference) to be brought in the same statement of claim where they are legally or economically connected (HMK Article 111/1).
How Gabin Applies to Share Transfers
Formalities: limited liability and joint stock companies
Limited liability company (limited şirket). The transfer of a share and any agreement creating an obligation to transfer must be made in writing and the parties’ signatures must be certified by a notary (TTK Article 595/1). Unless the articles of association provide otherwise, the approval of the general assembly is required and the transfer becomes valid with that approval (Article 595/2). The general assembly may refuse approval without giving reasons unless the articles provide otherwise (Article 595/3), and the articles may prohibit transfer altogether (Article 595/4); in either case the shareholder retains the right to leave the company for just cause (Article 595/5). If the general assembly does not refuse within three months of the application, approval is deemed given (Article 595/7). A transfer that does not meet the statutory form produces no legal effect (TBK Article 12/2). The Sakarya Regional Court of Appeal, 7th Civil Chamber, held that transfers of limited company shares made by simple written documents without notarisation were invalid and that the transferors remained shareholders (08.10.2026, E.2025/1688, K.2026/1785).
Joint stock company (anonim şirket). Unless the law or the articles provide otherwise, registered shares are freely transferable; a transfer by legal transaction may be made by endorsing the registered share certificate and handing it over (TTK Article 490). The articles may make the transfer of registered shares subject to the company’s approval (Article 492/1), and for unlisted shares the company may refuse approval on an important ground stated in the articles or by offering to buy the shares at their real value (Article 493/1). Only persons entered in the share register are treated as shareholders in their relations with the company (Article 499/4).
A share transfer signed abroad raises the additional question of which law governs its form. Under Turkish private international law, legal transactions may be made in the form required by the law of the place where they are made or by the law governing their substance (MÖHUK Article 7). In our view, however, a transfer of shares in a Turkish limited company that is to be registered in Turkey should in any event comply with TTK Article 595 — a written agreement with notarised signatures and general assembly approval — so that registration and the transferee’s position are not put at risk.
Valuation: the date of the contract
The disproportion is measured by comparing the price with the value of the shares on the date of the contract. For company shares this usually requires a valuation of the whole company — its assets, liabilities, ongoing business and real estate — by a panel of experts appointed by the court. The Ankara Regional Court of Appeal, 21st Civil Chamber, held that the disproportion can only be assessed on the basis of the company’s assets at the transfer date, and that allegations that company assets had been sold off cheaply before the transfer belonged in a separate liability action (16.09.2026, E.2024/906, K.2026/1141). In another case the İstanbul Regional Court of Appeal, 13th Civil Chamber, based its assessment on the valuation of the court-appointed experts, although the claimant had submitted private valuation reports showing much higher values (17.10.2024, E.2023/811, K.2024/1623). Our Turkish guide gabin davasında açık oransızlık (in Turkish) explains valuation methods and how to challenge an expert report.
Merchants and experienced shareholders
A merchant (tacir) is a person who operates a commercial enterprise, even partly, in his own name; commercial companies are merchants (TTK Article 12/1, Article 16/1). Every merchant must act as a prudent businessman in all activities relating to his business (TTK Article 18/2). Courts are therefore reluctant to accept thoughtlessness or inexperience on the part of a merchant; the Court of Cassation has stated that a merchant bank could not rely on these grounds. A difficult situation is a different matter: the Court of Cassation has accepted that a merchant in financial distress may rely on gabin (Yargıtay 19th Civil Chamber, 12.06.2003, E.2002/5289, K.2003/6204), and the Assembly of Civil Chambers has accepted that legal entities can be in a difficult situation (E.2023/6-906, K.2025/361), although on the facts it held the merchant contractor to the standard of a prudent businessman and rejected the claim.
Owning shares in a company does not in itself make a person a merchant. Courts, however, look closely at the seller’s actual role. A shareholder in a joint stock company can inspect the financial statements before the general assembly and request a copy of the balance sheet (TTK Article 437/1); a limited company partner can ask the managers for information on all the company’s business and accounts (TTK Article 614/1). A seller who served as general manager, board member or managing partner will rarely succeed in arguing that he did not know what the company was worth.
What Turkish Courts Have Decided
The following decisions illustrate how the Court of Cassation and the regional courts of appeal (bölge adliye mahkemesi) have applied these rules to share transfers and related transactions. Regional court decisions are taken from the full texts published in the official UYAP case law database; Court of Cassation decisions were read in full texts published on legal websites and could not additionally be checked against the court’s own search system. Several regional court decisions are not yet final.
Selected decisions on undervalued transfers
| Court and decision | Facts | Outcome and reasoning |
|---|---|---|
| İstanbul Regional Court of Appeal, 13th Civil Chamber, 17.10.2024, E.2023/811, K.2024/1623 | One of three equal shareholders of a joint stock company, while in pre-trial detention, sold his one-third stake to the other two through his son acting under a power of attorney | The court treated a shortfall of about 46 per cent of the price paid (described as ‘close to 50 per cent’) as a manifest disproportion, but dismissed the claim because the subjective element was missing: the seller was a founding shareholder and joint authorised representative who had worked in the company for 25 years, the contract was negotiated with a lawyer and the price was accepted without reservation |
| Sakarya Regional Court of Appeal, 7th Civil Chamber, 10.10.2025, E.2024/611, K.2025/1674 | A long-serving employee holding 5 per cent of a limited company sold his share to the founder’s heirs | Dismissal upheld: the seller had acted as general manager, represented the company and seen its balance sheets; long acquaintance and trust were not inexperience or thoughtlessness |
| İstanbul Regional Court of Appeal, 43rd Civil Chamber, 12.09.2024, E.2023/723, K.2024/1224 | An heir sold inherited shares to the other shareholder and later alleged that the value had been concealed | Dismissal upheld: researching the value of the shares was the seller’s own responsibility; unless the seller was prevented from inspecting, transferring without any inquiry is neither inexperience nor concealment |
| Ankara Regional Court of Appeal, 21st Civil Chamber, 16.09.2026, E.2024/906, K.2026/1141 | A partner leaving a three-partner limited company claimed that what he received under the exit agreement was far below value | Dismissal upheld after an expert panel valuation; the disproportion is assessed only on the company’s assets at the transfer date |
| Kayseri Regional Court of Appeal, 6th Civil Chamber, 08.07.2026, E.2026/1369, K.2026/1551 | A seller who held one third of an insurance agency company and worked there transferred the share for a nominal price | Claim dismissed: a seller working in the company is not inexperienced; the one-year period runs from learning that the price was very low |
| Antalya Regional Court of Appeal, 11th Civil Chamber, 09.01.2024, E.2023/1877, K.2024/13 | A hotel operator bought 50 per cent of a spring water company for a price the first instance court found to be about eight times the value | Buyer’s claim dismissed after the Court of Cassation reversed the regional court’s earlier judgment: a merchant buyer should have informed himself about the company’s finances, balance sheet and tax debts; mistake could not be relied on |
| İstanbul Regional Court of Appeal, 14th Civil Chamber, 22.05.2025, E.2024/1892, K.2025/870 | After a share purchase of more than USD 138 million, it emerged that the target’s main trademark belonged to a related company | The buyer’s claims failed because the information was in the data room documents; no fraud or mistake. A ruling ordering payment to the sellers of a USD 10 million bank guarantee the buyer had called, with interest, was upheld |
| İstanbul Regional Court of Appeal, 43rd Civil Chamber, 01.06.2023, E.2020/1388, K.2023/581 | A notarised transfer of limited company shares stated that the price had been received in cash; the seller claimed it was never paid | The contrary had to be proven by conclusive evidence; correspondence did not qualify as a beginning of written proof and witnesses could not be heard |
| Yargıtay (Court of Cassation), 1st Civil Chamber, 25.06.2018, E.2015/13939, K.2018/11460 | Real estate transferred for a stated price of TRY 14,000 with a value of TRY 200,000; the buyer claimed to have paid TRY 200,000 | The buyer’s claim of a higher payment exceeded the limit for witness evidence and was not proven in writing; the stated price was taken into account and the judgment dismissing the claim was reversed |
| İstanbul Regional Court of Appeal, 12th Civil Chamber, 16.02.2023, E.2020/1306, K.2023/232 | The buyer of limited company shares paid a pre-transfer municipal tax and sought reimbursement from the sellers | Claim dismissed: the sellers had not undertaken liability for pre-transfer public or private debts in the contract |
Three lessons emerge. First, the objective element is often established: large gaps in value are common in these cases. Claims usually fail on the subjective element, because the seller had a management role, access to information, professional advice or bargaining power. Second, documentation often decides the outcome: notarised statements of payment, written records of negotiation and disclosure in a data room weigh heavily. Third, buyers who later claim that they were misled face the same scrutiny — a merchant buyer is expected to have investigated.
Cross-Border Issues: Governing Law, Jurisdiction, Arbitration and Costs
Governing law of the contract. Contractual obligations are governed by the law expressly chosen by the parties; a choice that can be clearly inferred from the contract or the circumstances is also valid (MÖHUK Article 24/1). Without a choice, the contract is governed by the law most closely connected with it, normally the law of the habitual residence or place of business of the party providing the characteristic performance (Article 24/4). Before a Turkish court, if a share purchase agreement for a Turkish company is governed by a foreign law, whether the price can be challenged for exploitation will in principle depend on that law. Turkish rules that are directly applicable by their purpose and scope still apply (MÖHUK Article 6), and the capacity of legal entities is governed by the law of the seat of administration stated in their statutes, although Turkish law may apply if the actual seat of administration is in Turkey (MÖHUK Article 9/4). Company law requirements such as the form and approval rules in TTK Article 595 will, in our view, remain decisive for the registration of a transfer of shares in a Turkish company.
Jurisdiction. The international jurisdiction of Turkish courts follows the domestic rules on venue (MÖHUK Article 40). Disputes arising from share transfers are commercial cases regardless of whether the parties are merchants, because they arise from matters regulated in the Commercial Code (TTK Article 4/1-a), and are heard by the commercial court of first instance (asliye ticaret mahkemesi; TTK Article 5/1). In claims between shareholders in that capacity, the court at the company’s seat has exclusive jurisdiction (HMK Article 14/2). The Ankara Regional Court of Appeal, 21st Civil Chamber, applied this rule to a claim by a shareholder against the shareholders who had acquired the claimant’s shares (02.03.2023, E.2022/1377, K.2023/297). Parties may agree that a dispute with a foreign element arising from obligations be heard by a foreign court only where venue is not determined on an exclusive basis (MÖHUK Article 47/1); in our view, a foreign jurisdiction clause therefore offers limited protection for claims falling under HMK Article 14/2.
Arbitration. Arbitration with a foreign element seated in Turkey is governed by the International Arbitration Law No. 4686; domestic arbitration is governed by the Code of Civil Procedure. Under the latter, if the agreement contains a valid arbitration clause and a claim is filed in court, the other party may raise an arbitration objection; the court then dismisses the case on procedural grounds unless the arbitration agreement is null and void, inoperative or incapable of being performed (HMK Article 413/1). The objection must be raised in the statement of defence, otherwise it cannot be heard (HMK Articles 116/1-b, 117/1). An arbitration agreement cannot be challenged on the ground that the main contract is invalid (HMK Article 412/4), so a claim that the seller is not bound by the share purchase agreement because of exploitation does not by itself defeat the arbitration clause. Our Turkish guide gabin davasında görevli mahkeme, arabuluculuk ve tahkim (in Turkish) covers these questions in detail.
Mandatory mediation. In commercial cases whose subject is a sum of money — receivables, compensation, annulment of enforcement objections, negative declaratory and restitution claims — applying to a mediator before filing suit is a condition of admissibility (TTK Article 5/A). A claim for the difference in value under Article 28 therefore requires prior mediation; a claim for the return of the shares does not concern a sum of money.
Security for costs. Foreign individuals and legal entities who file a lawsuit, intervene in proceedings or initiate enforcement in Turkey must provide security, set by the court, for the costs of the proceedings and the opposing party’s losses (MÖHUK Article 48/1). The court exempts the claimant on the basis of reciprocity (Article 48/2). International conventions to which Turkey is a party may also exempt the claimant (MÖHUK Article 1/2). Foreign claimants should check this and budget for security at the outset.
Interim measures. Shares may be transferred to third parties while proceedings are pending, which makes recovery much harder. The claimant should apply for an interim injunction prohibiting further transfers and encumbrances (HMK Article 389), stating the ground and type of measure and showing a prima facie case (HMK Article 390/3). As a rule, the applicant must provide security for the losses the opposing party and third parties may suffer if the injunction proves unjustified; the court may waive it only with stated reasons (HMK Article 392/1). Our Turkish guide şirket paylarına ihtiyati tedbir (in Turkish) covers injunctions over company shares.
Evidence. Legal transactions exceeding a statutory value threshold must in principle be proven in writing (HMK Article 200/1). However, claims of defects of consent and exploitation may be proven by witnesses (HMK Article 203/1-ç), as may transactions between relatives in the direct line, siblings, spouses and certain in-laws (Article 203/1-a). Judgments and notarial deeds drawn up in official form (düzenleme şeklinde) are conclusive evidence unless proven forged; documents certified by a notary on the basis of the parties’ statements are conclusive until the contrary is proven (HMK Article 204/1-2). Documents executed abroad will usually need an apostille and a sworn Turkish translation before they can be used in Turkish proceedings.
If You Sold Shares Below Value: What to Do
Steps for a seller
| Step | Why it matters | Legal basis |
|---|---|---|
| Fix the key dates | The one-year period runs from learning of the thoughtlessness or inexperience, or from the end of the difficult situation; the five-year period runs from the contract | TBK Article 28/2; for fraud and duress Article 39/1 |
| Send a notarial notice (ihtarname) | Declares that you are not bound by the contract, or claims the difference, within the time limit | TBK Article 28/1 |
| Collect valuation evidence | Financial statements, real estate records, later sales of company assets and capital increases indicate the value at the transfer date | TBK Article 28/1; Yargıtay HGK E.2024/1-399, K.2025/643 |
| Document the weakness and the exploitation | Most claims fail on the subjective element; enforcement records, health and detention records, messages showing pressure and timing are essential | TBK Article 28/1; HMK Article 203/1-ç |
| Check form and approvals | An unnotarised limited company transfer or one without required approvals may be invalid regardless of gabin and without time limit | TTK Article 595; TBK Article 12/2 |
| Check the agreement for arbitration, governing law and jurisdiction clauses | They determine where and under which law the claim is decided | MÖHUK Articles 24, 47; HMK Articles 412-413 |
| Apply for an interim injunction | Prevents further transfers of the shares during the proceedings | HMK Articles 389-390 |
| Mediation for the money claim | Mandatory before a claim for the difference in a commercial case | TTK Article 5/A |
| Raise every ground at first instance | New claims and defences not raised at first instance may not be heard on appeal | HMK Article 357/1 |
A seller who resided abroad at the time of the transfer, or who dealt with the buyer through an intermediary, should also consider whether the intermediary acted within his authority. The Sakarya Regional Court of Appeal, 7th Civil Chamber, held that where an agent abuses a power of attorney to transfer shares and the transferee cooperated with the agent or knew or should have known of the abuse, the principal may request the annulment of the transfer at any time (11.03.2026, E.2024/1839, K.2026/481). This route is independent of the time limits for gabin.
If You Bought Shares: Reducing the Risk of a Later Claim
For a foreign investor acquiring a Turkish company, the most effective protection against a later gabin or fraud claim is a well-documented transaction. The decisions summarised above show that courts examine how the price was set, what the seller knew, whether the price was negotiated, before whom the documents were signed and how the price was paid.
Buyer’s checklist
| Measure | Purpose | Legal basis |
|---|---|---|
| Independent valuation close to the transfer date, with the method stated | Shows that the price was based on a genuine assessment of value | TBK Article 28/1 |
| List of documents provided to the seller, signed by the seller | Answers claims of inexperience and fraud | TBK Articles 28, 36; TTK Articles 437, 614 |
| Record that the seller received independent legal or financial advice and had the draft in advance | Answers claims of thoughtlessness and pressure | TBK Article 28/1 |
| Payment of the full price by bank transfer with a clear payment reference; the contract states the real price | Proof of payment; avoids an artificially large gap | HMK Articles 200-201 |
| Representations and warranties on debts, litigation and public debts; a cut-off date and indemnity clause | Allows recourse for pre-transfer liabilities | TBK Article 26; Law No. 6183 Article 35 |
| Compliance with form and approval requirements; review of the articles and any shareholders’ agreement | Avoids invalidity, which has no time limit | TTK Articles 490-495, 595 |
| Merger control check | Acquisitions subject to authorisation require clearance by the Competition Board to become legally valid | Law No. 4054 Article 7 |
| Health report for an elderly or seriously ill seller | Reduces the risk of an incapacity claim, which has no time limit | TMK Article 15 |
Pre-transfer tax debts of limited companies. Partners of a limited company are directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company; if a partner transfers his share, the transferor and the transferee are jointly and severally liable for public receivables relating to the period before the transfer (Law No. 6183 on the Collection of Public Receivables, Article 35/1-2). This liability exists vis-à-vis the tax authorities and does not by itself give the buyer a claim against the seller: the İstanbul Regional Court of Appeal, 12th Civil Chamber, dismissed a buyer’s recourse claim because the sellers had not undertaken liability for pre-transfer debts in the contract (E.2020/1306, K.2023/232). A clear cut-off date and indemnity clause is therefore essential.
Defending a claim. If a claim is filed, the defence should address each element separately: the time limits, the value at the transfer date, the seller’s position and access to information, the negotiation history and the absence of any knowing exploitation. An arbitration objection must be raised in the statement of defence (HMK Articles 116-117), and the expert report can be challenged within two weeks of service (HMK Article 281/1). Our Turkish template gabin davasına cevap dilekçesi örneği (in Turkish) shows the structure of a statement of defence.
Inheritance and Family Companies
Many share disputes in Turkey arise in family companies after the death of a founder. Until the estate is divided, the heirs own the estate jointly (elbirliği) and must act together in disposing of it (TMK Articles 640/2, 702/2). In a limited company, shares pass to the heirs on death without general assembly approval; the company may refuse to accept an heir within three months of learning of the acquisition only by offering to acquire the share at its real value, and if no agreement is reached the real value is set by the commercial court (TTK Articles 596-597). The İstanbul Regional Court of Appeal, 13th Civil Chamber, held that in a family company the three-month period started with the death, of which the other partners were aware, and that a refusal resolution adopted after that period was invalid (02.07.2026, E.2023/2284, K.2026/1350).
Agreements dividing the estate must be in writing (TMK Article 676/3), and the Code of Obligations’ rules on invalidity, including exploitation and defects of consent, apply to them (TMK Article 680). A partner who wishes to leave a limited company may, instead of selling at an undervalue, sue to leave the company for just cause and claim a severance payment corresponding to the real value of the share (TTK Articles 638/2, 641/1); the Sakarya Regional Court of Appeal, 7th Civil Chamber, held that this value is to be determined on the basis of the company’s real net assets at market values nearest to the date of the judgment (E.2025/1688, K.2026/1785). In joint stock companies, shareholders representing at least one tenth of the capital (one twentieth in publicly held companies) may sue for dissolution on just cause, and the court may instead order that the claimants be paid the real value of their shares at the date nearest to the judgment and leave the company (TTK Article 531). Our Turkish guide aile şirketinde pay devri ve gabin (in Turkish) covers these situations, with a sample statement of claim.
Frequently Asked Questions
Can I cancel a share sale in Turkey because the price was too low?
A low price alone is not enough. You must show a manifest disproportion between price and value at the date of the contract, a difficult situation, thoughtlessness or inexperience on your side, and that the buyer knowingly exploited it (TBK Article 28/1). If these elements are proven, you may declare that you are not bound by the contract and reclaim the shares, or keep the contract and claim the difference.
How long do I have to bring a gabin claim?
One year from the date you learned of your thoughtlessness or inexperience, or from the end of your difficult situation, and in any event five years from the date of the contract (TBK Article 28/2). For fraud and duress the period is one year from discovery of the fraud or the end of the duress (TBK Article 39/1). Courts treat these periods as preclusive.
What does “manifest disproportion” mean? Is there a percentage threshold?
There is no fixed percentage in the law. The Court of Cassation requires a disproportion high enough to strike anyone familiar with the matter, assessed at the date of the contract by expert valuation (Yargıtay HGK, E.2024/1-399, K.2025/643). In one share case, a shortfall of about 46 per cent of the price paid was treated as a manifest disproportion, although the claim failed on other grounds (İstanbul Regional Court of Appeal, 13th Civil Chamber, E.2023/811, K.2024/1623).
I was a director or managing partner of the company. Can I still claim gabin?
You can claim, but it is difficult. Regional courts of appeal have held that a seller who managed the company, saw its balance sheets or worked in it is not inexperienced (Sakarya Regional Court of Appeal, 7th Civil Chamber, E.2024/611, K.2025/1674; Kayseri Regional Court of Appeal, 6th Civil Chamber, E.2026/1369, K.2026/1551). A difficult situation, such as acute financial distress or detention, remains possible as a basis.
The notarised transfer agreement says I received the price in cash. Can I still argue otherwise?
Claims of exploitation and defects of consent may be proven by witnesses (HMK Article 203/1-ç), and in our view this also applies where the transfer was notarised. A claim that the stated price was simply not paid is different: courts require conclusive evidence to rebut a notarial statement of payment (İstanbul Regional Court of Appeal, 43rd Civil Chamber, E.2020/1388, K.2023/581).
Our share purchase agreement is governed by English law. Does Turkish gabin law apply?
Before a Turkish court, contractual obligations are governed by the law chosen by the parties (MÖHUK Article 24/1); a foreign court will apply its own conflict rules. Whether the price can be challenged for exploitation will therefore in principle depend on the chosen law, subject to Turkish rules that are directly applicable (MÖHUK Article 6). The form and registration requirements for transferring shares in a Turkish company under the Commercial Code remain relevant in any event.
Which court hears the case?
Share transfer disputes are commercial cases heard by the commercial court of first instance (TTK Articles 4/1-a, 5/1). Claims between shareholders as such fall under the exclusive jurisdiction of the court at the company’s seat (HMK Article 14/2). An arbitration clause, if valid and raised in time, leads to dismissal of the court case (HMK Articles 413/1, 117/1, for domestic arbitration; arbitration with a foreign element is governed by the International Arbitration Law No. 4686).
Do I need to go to mediation first?
For a money claim, such as the claim for the difference in value, mediation is a condition of admissibility in commercial cases (TTK Article 5/A). A claim for the return of the shares is not a money claim.
As a foreign claimant, will I have to provide security for costs?
Foreign individuals and companies filing suit in Turkey must provide security set by the court for costs and the other party’s losses, unless exempted on the basis of reciprocity or under an international convention to which Turkey is a party (MÖHUK Articles 1/2, 48).
I bought the shares. How can I protect myself?
Obtain an independent valuation, record what information the seller received and that the seller had advice, pay the full price by bank transfer and state the real price in the contract, comply with the form and approval rules, and include warranties and an indemnity for pre-transfer debts. For limited companies, remember that the buyer can be held jointly liable for pre-transfer public receivables that cannot be collected from the company (Law No. 6183, Article 35/2).
Can heirs who sold inherited shares to a family member challenge the sale?
Yes, on the same grounds. Agreements dividing the estate are also subject to the rules on invalidity, including exploitation (TMK Article 680). Family cases often also involve abuse of a power of attorney, sham transactions or lack of capacity, some of which are not subject to the one-year period.
Are there alternatives to selling at an undervalue when leaving a company?
In a limited company, a partner may sue to leave the company for just cause and claim a severance payment corresponding to the real value of the share (TTK Articles 638/2, 641/1). In a joint stock company, shareholders holding at least one tenth of the capital may sue for dissolution on just cause, and the court may instead order that their shares be paid out at real value (TTK Article 531).
Related Guides (in Turkish)
- Gabin (Aşırı Yararlanma) Nedir? Şartları, Süreler ve Gabin Davası — the main guide on gabin
- Ticari İşlemlerde Gabin: Tacir, Pay Devri ve Şirket Satışı — gabin in commercial transactions
- Hissemi Değerinin Altında Devrettim, Geri Alabilir miyim? — the seller’s perspective
- Hisse Satın Alırken Gabin ve Hile Riski — the buyer’s perspective
- Aile Şirketinde Pay Devri ve Gabin — inheritance and family companies
- Gabin (Aşırı Yararlanma) Kararları — collection of court decisions
- Gabin Davasında Açık Oransızlık Nasıl Tespit Edilir? — valuation and expert reports
- Gabin Davasında Görevli Mahkeme, Arabuluculuk ve Tahkim — court, mediation and arbitration
- Şirket Paylarına İhtiyati Tedbir — injunctions over company shares
- Türk Şirketi Satın Alan Yabancı Yatırımcı Hangi İzinleri Almalı? — regulatory approvals for foreign investors
Sources
Legislation (official Turkish texts as of 3 November 2026)
- Turkish Code of Obligations No. 6098: Articles 12, 26, 28, 30-39, 77
- Turkish Commercial Code No. 6102: Articles 4, 5, 5/A, 12, 16, 18, 437, 490-495, 499, 531, 595-597, 614, 638, 641
- Code of Civil Procedure No. 6100: Articles 14, 107 (repealed), 109, 111, 116, 117, 200, 201, 203, 204, 281, 357, 389, 390, 392, 412, 413
- Turkish Civil Code No. 4721: Articles 5, 15, 640, 676, 680, 702
- Code on International Private and Procedural Law No. 5718: Articles 1, 6, 7, 9, 24, 40, 47, 48
- Law No. 6183 on the Collection of Public Receivables: Article 35
- Law No. 4054 on the Protection of Competition: Article 7
- International Arbitration Law No. 4686
Court of Cassation decisions (read in full texts published on legal websites; not additionally checked against the court’s own search system)
- Yargıtay HGK, 22.10.2025, E.2024/1-399, K.2025/643
- Yargıtay HGK, 28.05.2025, E.2023/6-906, K.2025/361
- Yargıtay 1st Civil Chamber, 25.06.2018, E.2015/13939, K.2018/11460
- Yargıtay 19th Civil Chamber, 12.06.2003, E.2002/5289, K.2003/6204
Regional court of appeal decisions (read in full texts from the UYAP case law database)
- Ankara Regional Court of Appeal, 21st Civil Chamber, 16.09.2026, E.2024/906, K.2026/1141
- Ankara Regional Court of Appeal, 21st Civil Chamber, 02.03.2023, E.2022/1377, K.2023/297
- Antalya Regional Court of Appeal, 11th Civil Chamber, 09.01.2024, E.2023/1877, K.2024/13
- İstanbul Regional Court of Appeal, 12th Civil Chamber, 16.02.2023, E.2020/1306, K.2023/232
- İstanbul Regional Court of Appeal, 13th Civil Chamber, 02.07.2026, E.2023/2284, K.2026/1350
- İstanbul Regional Court of Appeal, 13th Civil Chamber, 17.10.2024, E.2023/811, K.2024/1623
- İstanbul Regional Court of Appeal, 14th Civil Chamber, 22.05.2025, E.2024/1892, K.2025/870
- İstanbul Regional Court of Appeal, 43rd Civil Chamber, 12.09.2024, E.2023/723, K.2024/1224
- İstanbul Regional Court of Appeal, 43rd Civil Chamber, 01.06.2023, E.2020/1388, K.2023/581
- Kayseri Regional Court of Appeal, 6th Civil Chamber, 08.07.2026, E.2026/1369, K.2026/1551
- Kayseri Regional Court of Appeal, 6th Civil Chamber, 15.05.2024, E.2024/1000, K.2024/1125
- Sakarya Regional Court of Appeal, 7th Civil Chamber, 08.10.2026, E.2025/1688, K.2026/1785
- Sakarya Regional Court of Appeal, 7th Civil Chamber, 11.03.2026, E.2024/1839, K.2026/481
- Sakarya Regional Court of Appeal, 7th Civil Chamber, 10.10.2025, E.2024/611, K.2025/1674
Author: Av. Fatma Öztürk (Attorney at Law), Hukukçular Evi Ankara
Office: Varlık Mahallesi Gaziosmanpaşa Caddesi No: 22, Yenimahalle/Ankara, Türkiye · Phone: 0554 648 37 15 (from abroad: +90 554 648 37 15)
Last updated: 3 November 2026. This guide provides general information on Turkish law; the outcome of a specific dispute depends on the documents and evidence. Statutory texts quoted are unofficial translations.
All our Turkish-language guides on gabin are grouped by situation on our Turkish-language gabin hub.
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