Shareholder Agreement Nedir


Many entrepreneurs starting start-ups will want to develop a shareholder contract for the first parties. The objective is to clarify what the parties originally intended to end; In the event of a dispute, when the business becomes due and changes, a written agreement can help resolve the problems by acting as a reference point. Entrepreneurs can also include who may be a shareholder, which happens when a shareholder is no longer able to actively hold his shares (for example. B is disabled, dies, resigns or is fired) and is allowed to become a member of the board of directors. A share purchase agreement for the transfer of limited liability shares must be signed before a Turkish notary, registered by the relevant trade register and announced in the Handelsblatt. The company seal must normally be contained in written agreements that must be signed by the company`s duly accredited signatories. In principle, Turkish law allows agreements with a foreign element (for example. B of a foreign party) include a choice of foreign law. However, under the International Law on Private and Civil Procedures number 5718, the directly applicable Turkish law remains applicable with respect to: in a share purchase agreement, the seller generally guarantees that he will cede full legal and economic ownership of the shares without charges and with all rights attached to the shares (including rights on unpaid or undeclared dividends and distributions). As a general rule, the seller also agrees to waive all pre-emption rights on the shares (and to obtain the waiver by another person). A shareholders` pact, also known as the Shareholders` Pact, is an agreement between the shareholders of a company that describes how the company should be operated and defines the rights and obligations of shareholders. The agreement also contains information on the management of the company and the privileges and protection of shareholders. There are no additional legal formalities for the signing of contracts to purchase shares or assets by foreign companies.

13. Can a share purchase agreement provide for a foreign law? If so, are there provisions of national law that would always apply automatically? Proceeds from the sale of securities by a limited company are not subject to income tax, provided that the bearer sells the shares after two years after the acquisition. Since limited liability companies cannot issue share certificates and intermediate certificates, their shareholders do not benefit from this exemption and must pay income tax for each share transfer transaction. If a limited company has not issued certificates, the share transfer transaction is subject to income tax.

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