Background
A shareholder in a family-owned Turkish joint-stock education company died on 20 March 2021, leaving 8,000 registered (nominative) shares with a nominal value of 400,000 TL. Under an inheritance certificate issued by Sivas 2nd Notary on 30 March 2021, the estate was divided into four equal parts: the surviving spouse (the plaintiff) received two parts, equivalent to 4,000 shares, while two siblings each received one part, equivalent to 2,000 shares each. Both siblings had been shareholders of the company before the decedent’s death; the surviving spouse had not. Before any general assembly was convened, the surviving spouse filed a marital-property regime dissolution claim in Ankara 4th Family Court (Case 2021/277), asserting that the registered shares had been acquired during the marriage. On 7 May 2021 the family court issued a preliminary injunction prohibiting the transfer or assignment of the inherited shares.
Despite that injunction, the company convened an extraordinary general assembly on 7 June 2021. Agenda item 3 addressed the registration of the heirs in the share register under Turkish Commercial Code (TCC) Art. 493. By unanimous vote, the assembly approved the acquisition of shares by the two sibling-heirs and granted them attendance and voting rights at future general assemblies. At the same meeting, and without inviting the surviving spouse, it refused to approve the transfer of her 4,000 shares, resolving instead to have the company acquire those shares at their “real value” of 487,516 TL (calculated from the company’s 31 March 2021 balance sheet). On 10 June 2021 the company notified the spouse of the buy-out offer by notarial warning.
The surviving spouse filed suit in Ankara 7th Commercial Court seeking a declaration that the resolution was void or, in the alternative, its annulment. The first-instance court dismissed the claim on 27 October 2021. On appeal this Regional Court reversed and annulled the resolution on 19 December 2024 (Case 2022/346 E., 2024/1460 K.). The Court of Cassation (Yargıtay 11th Civil Chamber, 11 December 2025, Case 2025/2459 E., 2025/7486 K.) then reversed the Regional Court, holding that the first-instance dismissal had been correct and that the general assembly resolution complied with TCC Arts. 493 and 494. The file was remitted for reconsideration.
The Court’s Holding
On 14 April 2026 the Ankara Regional Court of Justice 21st Civil Chamber unanimously exercised its statutory right to maintain its prior ruling (direnme) and declined to follow the Court of Cassation’s reversal. It reversed the first-instance dismissal and partially granted the claim, annulling agenda item 3 of the 7 June 2021 extraordinary general assembly to the extent that it rejected the surviving spouse’s 4,000 inherited shares. The court rejected only the ancillary request to appoint a trustee (kayyum) to manage the decedent’s shares, reasoning that trustee appointment is governed by inheritance-law rules outside the scope of this proceeding.
The court’s primary ground was the indivisibility principle (bölünmezlik kuralı). When a shareholder dies with multiple heirs, the shares vest collectively in the inheritance community (miras şirketi) under joint-ownership rules. Any company right under TCC Art. 493(4) to buy out shares acquired through inheritance must be directed at the inheritance community as a whole, not at individual heirs. Because the joint estate had not been dissolved by the heirs themselves at the time of the general assembly, a third party such as the company had no power to treat the community as already partitioned. By selectively accepting the two siblings while refusing the spouse — all three being members of the same undivided inheritance community — the company’s offer and the resulting resolution violated the indivisibility rule and were therefore invalid. Scholarly opinion cited by the court confirms that the buy-out right must be exercised against all members of the inheritance community together, and that the company must await a valid partition or a formal application from the community before acting.
The court also found that no valid “just cause” (haklı sebep) under TCC Art. 493 had been shown to justify differential treatment of the surviving spouse. The company’s only stated reason was hostility between the spouse and the company, evidenced by a labour-law claim in Ankara 39th Labour Court (Case 2016/1325) and the marital-property claim in family court. The Regional Court held that those proceedings were an exercise of the plaintiff’s constitutionally protected right to seek judicial remedies and could not constitute just cause for refusing her as a shareholder. The Court of Cassation’s view — that the siblings’ pre-existing shareholder status supplied sufficient justification for the different treatment — was expressly rejected: circumstances relating to third parties cannot supply a reason to reject the plaintiff; just cause must be grounded in the plaintiff’s own conduct and its legal consequences.
Key Takeaways
- Under TCC Art. 493(4), a company’s statutory right to buy out shares acquired through inheritance must be directed at the entire inheritance community jointly; an offer or refusal aimed only at one heir while simultaneously accepting others from the same undivided estate is legally invalid.
- Until the heirs themselves dissolve the joint estate through partition or agreement, third parties — including the company — have no authority to treat the inheritance community as already divided; the company’s counterparty is the inheritance community as a unit, not individual heirs.
- Selectively accepting some heirs and rejecting others from the same estate, without a demonstrable just cause tied to the rejected heir’s own conduct, violates the indivisibility principle and renders the general assembly resolution voidable.
- A surviving spouse’s exercise of legal rights — including filing labour or marital-property claims against the company or its shareholders — cannot constitute just cause for refusing to admit her as a shareholder; to hold otherwise would penalise access to justice.
- The Regional Court exercised its direnme right to maintain its prior annulment ruling notwithstanding the Court of Cassation’s reversal, triggering mandatory referral of the conflict to the Supreme Court’s General Assembly of Civil Chambers (Yargıtay Hukuk Genel Kurulu) for final resolution.
Why It Matters
This ruling addresses a recurring pressure point in Turkish corporate practice: the use of TCC Art. 493’s registered-share approval and buy-out mechanism by closely held, family-owned companies to exclude heirs they regard as unwelcome. The court makes clear that the mechanism has structural limits. A company may not circumvent the indivisibility of an undivided estate by parcelling out the buy-out right against only one heir — doing so collapses the statutory scheme, which presupposes a single, unified counterparty in the inheritance community. Practitioners advising companies that hold registered shares should ensure that any Art. 493(4) offer is addressed to the inheritance community collectively and is timed to a stage at which the community has been properly identified and constituted.
Equally significant is the procedural posture. The Regional Court’s exercise of direnme means the conflict between it and the 11th Civil Chamber of the Court of Cassation will now go to the Yargıtay Hukuk Genel Kurulu, which has the last word. Until that body rules, the annulment stands. The case will therefore be the leading reference on two unsettled questions: (i) the precise timing and addressee requirements for an Art. 493(4) buy-out offer in multi-heir estates, and (ii) whether an heir’s pre-litigation conduct against a company can ever constitute just cause for excluding her from shareholder status in a Turkish joint-stock company.