Background
A shareholder who held a 50% stake (32,000 shares, nominal value TRY 800,000) in a two-member private education and rehabilitation limited liability company died. By operation of law, that 50% interest passed in equal portions to two heirs — the decedent’s surviving relatives — each receiving 16,000 shares with a nominal value of TRY 400,000. The company served notarial notices on the heirs (dated 10 October 2025), purporting to refuse approval of the inheritance under Article 596(2) of the Turkish Commercial Code (TCC, Law No. 6102) and offering to redeem the combined inherited interest at TRY 3,000,000 (TRY 1,500,000 per heir). The parties could not agree on that valuation.
The company then brought a main action before the Commercial Court of First Instance under TCC Art. 597, asking the court to determine the actual (real) value of the shares it was seeking to buy back. The heirs responded with a counter-claim, arguing that the company’s refusal was legally void because it had been communicated by notarial notice rather than by a formal general assembly resolution, and asking the court to declare them shareholders of record and order their registration in the share register and the trade registry.
The first-instance Commercial Court dismissed the main claim for lack of legal interest, reasoning that no valid general assembly decision rejecting the inheritance had been taken, so the precondition for a TCC Art. 597 valuation action was not satisfied. It simultaneously accepted the counter-claim and ordered that the decedent’s 50% interest be registered in equal shares in the names of the two heirs in both the share register and the trade registry. The company appealed both outcomes to the Adana Regional Court of Justice.
The Court’s Holding
The Regional Court dismissed the company’s appeal of the main valuation claim on procedural grounds, without reaching the merits. It held that TCC Art. 597(2) expressly provides that a court’s ruling on the actual value of an LLC interest is kesin — final and definitive — which, read together with Art. 341(4) and Art. 352(1)(b) of the Civil Procedure Code (HMK), closes the ordinary appeal (istinaf) channel against such decisions. Because the first-instance court’s ruling on the valuation request fell within that category, no appeal lay against it, and the Regional Court rejected the application as procedurally inadmissible.
On the counter-claim, the Regional Court rejected the company’s appeal on the merits, unanimously affirming the first-instance judgment. It confirmed the foundational rule of TCC Art. 596(1): when LLC shares pass by inheritance, all associated rights and obligations transfer to the inheritor automatically, without any requirement for a general assembly resolution. The court found that the first-instance court had correctly identified the legal framework, correctly characterised the dispute, and committed no error in law or procedure in holding that the heirs were entitled to shareholder status and to registration of their interests.
The Regional Court also noted the structure of TCC Art. 596 as a whole: while a company may, under Art. 596(2), refuse to approve an inheritance-based transfer within three months of learning of it — provided it simultaneously offers to acquire the shares at their real value — failure to do so explicitly and in writing within that period results in deemed approval under Art. 596(4). The court left unresolved the company’s argument that, in a two-member LLC reduced to a single active member by the death, the surviving member’s notarial notice should be treated as the equivalent of a general assembly resolution, since the appeal route on the main claim was in any event closed.
Key Takeaways
- Under TCC Art. 596(1), inheritance of LLC shares is automatic and unconditional: rights and obligations vest in the heir without any general assembly vote, and the heir acquires shareholder status by operation of law from the moment of succession.
- A company’s right under TCC Art. 596(2) to refuse an inheritance-based transfer is a narrow exception, exercisable only within three months of the company learning of the transfer and only if accompanied by a simultaneous offer to acquire the shares at their real (market) value; silence or inaction within three months constitutes deemed approval.
- Court decisions determining the actual value of an LLC interest under TCC Art. 597 are expressly designated as final (kesin); no ordinary appeal (istinaf) lies against them, and an attempt to appeal will be dismissed on procedural grounds without examination of the merits.
- Where the parties dispute both the procedural validity of a rejection and the substantive valuation, courts treat these as analytically distinct: the share-registration counter-claim is fully appellable on the merits, while the valuation main claim is shielded from appeal by the finality provision of Art. 597.
Why It Matters
This decision clarifies a practically important asymmetry in Turkish LLC inheritance litigation: heirs and companies fighting over both the validity of an inheritance refusal and the quantum of share value are subject to entirely different appellate regimes in the same case. The registration/status dispute travels the full appeal chain, while the valuation dispute ends at first instance. Practitioners advising companies contemplating refusal of an inheritance transfer must therefore ensure the procedural steps under TCC Art. 596 — particularly the three-month window and the simultaneous buy-back offer at real value — are observed with precision, since a defective refusal will forfeit the company’s ability to challenge the heirs’ registration while the one-shot valuation ruling issued against it will be unreviewable on appeal.
The case also highlights an unresolved question in Turkish LLC law that will recur in two-member companies: whether a surviving sole member’s notarial notice can substitute for a general assembly resolution when the death of the other member temporarily reduces the company to a single-shareholder structure. The Regional Court declined to rule on that point, leaving it open for future litigation or legislative clarification.