Background
The plaintiff is a heir of a deceased shareholder who held a 25% stake in Özkan Endüstri Makina Sanayi ve Ticaret Limited Şirketi, a Turkish limited liability company. Upon the decedent’s death, his 2,700 shares (representing a capital contribution of TRY 2,700,000) passed by operation of law to his heirs, including the plaintiff, in proportion to their inheritance shares. At an extraordinary general meeting held on 2 February 2021, at which the plaintiff was present, a resolution was adopted recording that the plaintiff had “renounced” his inherited shares; as a result, his shareholding was removed from the company’s records. The defendants maintain that the parties subsequently entered into a formal inheritance partition agreement on 30 June 2021, under which the plaintiff voluntarily accepted a reduced 10% shareholding, and that all transfers were legally valid.
The plaintiff commenced proceedings before the Sakarya Commercial Court of First Instance (file no. 2026/74) on 26 January 2026, seeking a declaration that the 2 February 2021 general meeting resolution is void — or legally non-existent — on the ground of defects of consent (irade sakatlığı), and requesting re-registration of the 25% share inherited from the decedent. Contemporaneously with filing, the plaintiff applied for three provisional measures: (i) a prohibition on any further transfer of the company’s shares; (ii) appointment of a supervisory administrator (denetim kayyımı) for the duration of the proceedings; and (iii) a prohibition on any capital increase by the company pending final judgment.
The court of first instance rejected all three interim injunction requests by interlocutory order dated 19 February 2026, finding that the plaintiff had failed to establish even a prima facie case (yaklaşık ispat) as required under Article 389 of the Civil Procedure Code (HMK). The plaintiff personally appealed that interlocutory order to the regional appellate court.
The Court’s Holding
The Sakarya Regional Court of Justice, 7th Civil Chamber, dismissed the appeal on the merits by unanimous decision, confirming that the court of first instance committed no procedural or substantive error in denying the interim measures. Applying Article 355 HMK, the appellate court limited its review to the grounds raised in the appeal petition and found no violation of public order that would independently justify intervention.
The chamber provided an extensive analysis of the applicable law on inheritance of shares in limited liability companies. It confirmed that, under Turkish Commercial Code (TTK) Article 596(1), all shareholder rights and obligations — including profit distribution rights, liquidation proceeds, voting rights, and the right to attend general meetings — pass automatically to heirs upon the partner’s death, without any need for written transfer agreement, notarial certification, general meeting approval, registration in the share ledger, or entry in the commercial registry. Such registrations are merely declaratory, not constitutive. This automatic vesting by operation of law distinguishes inheritance from a voluntary inter vivos transfer (which under TTK Article 595 requires a written agreement, notarially certified signatures, and general meeting approval). Because the plaintiff’s shares vested automatically upon the decedent’s death, the court found no basis to apply the voluntary-transfer requirements of TTK Article 595.
On the specific interim injunction requests, the court held that the plaintiff had not produced evidence sufficient to satisfy the prima facie standard under HMK Article 389. The mere assertion that the defendants intended to dissipate assets, make improper capital increases, or transfer shares to third parties was unsupported by concrete evidence at this stage. The court also noted a minor procedural deficiency — the interlocutory order’s heading omitted the national identity numbers of the individual parties and the addresses of the company and plaintiff’s counsel, contrary to HMK Article 391(2)(a) — but deemed this immaterial to the outcome and recorded it as a criticism rather than a ground for reversal. The decision is final (kesin) and not subject to further appeal.
Key Takeaways
- In Turkish limited liability companies, a deceased partner’s shares vest automatically in heirs by operation of law at the moment of death; no written agreement, notarial formality, general meeting resolution, or commercial registry entry is required for heirs to acquire full shareholder status (TTK Art. 596/1).
- Registration of inherited shares in the share ledger or commercial registry is merely declaratory — it records a transfer that has already occurred by statute, unlike a voluntary inter vivos transfer which requires the constitutive formalities of TTK Article 595.
- To obtain interim injunctive relief under HMK Article 389, the applicant must establish a prima facie case (yaklaşık ispat) that the current state of affairs threatens to make enforcement of the right significantly more difficult or impossible. Mere allegations of asset-stripping or improper management, without supporting evidence, are insufficient.
- Minor formal deficiencies in an interlocutory order’s header (such as omitting party identity numbers or addresses) do not warrant reversal where they have no effect on the substance of the decision.
Why It Matters
This decision reinforces a clear distinction in Turkish company law between the automatic inheritance of limited liability company shares and their voluntary transfer. Practitioners advising heirs of deceased LLC partners should note that heirs need not comply with the formalities prescribed by TTK Article 595 for voluntary transfers; their shareholder rights arise immediately and in full upon the partner’s death. Attempts by surviving shareholders or the company to treat an inherited share as requiring general meeting approval before the heir acquires rights will have no legal basis.
The ruling also illustrates the high evidentiary bar for interim injunctions in Turkish commercial litigation. Courts require concrete, prima facie evidence of a genuine risk of harm — not mere apprehension or general allegations — before restricting a company’s ability to conduct ordinary business such as share transfers or capital increases. Litigants seeking such relief should gather documentary evidence of specific threatened transactions before or simultaneously with filing their applications.