Practice Areas
Corporate Law Advisory
Legal support across the full company lifecycle, from formation to liquidation, under the Turkish Commercial Code (Law No. 6102).
Last updated: · Prepared by: Av. Barış Kaymaz
Corporate law governs the formation, governance and structural changes of commercial companies, particularly joint-stock companies (A.Ş.) and limited liability companies (Ltd. Şti.) under the Turkish Commercial Code No. 6102.
The choices made at incorporation regarding company type, articles of association and ownership structure often determine whether disputes arise later, which is why legal guidance during formation and ongoing operation is valuable.
We act for entrepreneurs and corporate clients looking for a corporate lawyer in Istanbul and for clients who need a corporate lawyer in Ankara, and we assist clients across Türkiye with company formation and management.
Company Formation and Choice of Entity
Joint-stock companies (A.Ş.) and limited liability companies (Ltd. Şti.) are the most common entity types under Turkish law, differing in capital structure, formalities and flexibility for share transfers. Choosing the right entity and drafting the articles of association to reflect the shareholders' actual intentions at formation helps prevent disputes among partners later on.
Joint-Stock Company (A.Ş.)
Governed by Articles 329 et seq. of the TTK, joint-stock companies require only one founding shareholder. The board of directors is responsible for implementing general assembly resolutions and representing the company.
Limited Liability Company (Ltd. Şti.)
Regulated under Articles 573 et seq. of the TTK, limited liability companies may have up to fifty shareholders. A board of managers handles day-to-day management while the shareholders' assembly makes fundamental decisions.
General Assembly and Governing Bodies
The general assembly is the top decision-making body of a joint-stock company and must hold its ordinary meeting within three months of each fiscal year-end, while the board of directors represents the company within its statutory and contractual authority. Failing to follow the formal rules on notice, agenda and quorum can render resolutions voidable or null, so proper documentation of governing-body decisions is important to avoid later annulment claims.
Capital Increase, Reduction and Share Transfer
Capital increases strengthen a company's financing, with the TTK distinguishing procedures for increases from internal versus external resources, while capital reductions are subject to notice and creditor-call procedures for their protection. Share transfers are relatively free in joint-stock companies but require a notarized agreement and general assembly approval in limited liability companies, and careful drafting of transfer terms reduces post-transfer disputes.
Mergers, Demergers and Conversion
Mergers, demergers and conversions, regulated under Articles 134 to 194 of the TTK, are the main tools for corporate restructuring and follow a process involving a merger agreement or demerger plan, a merger report, creditor notices and trade registry filing. A simplified merger procedure with fewer formalities is available between companies with identical shareholders or a qualifying affiliate relationship, and tax and employment consequences should be assessed alongside any structural change.
Groups of Companies and Affiliate Relations
Articles 195 et seq. of the TTK regulate relationships between a controlling company and its affiliates, including liability for unlawful use of control and the obligation to prepare an affiliation report. These rules are particularly relevant to holding structures and multi-shareholder investments, protecting minority shareholders from abuse of control.
Liquidation and Dissolution
A company may be dissolved for reasons including expiry of its term, a general assembly resolution, merger, bankruptcy or a court decision, after which liquidators collect receivables, settle debts and distribute any remaining assets among the shareholders. The company's legal existence ends only once liquidation is properly completed and the company is deregistered from the trade registry.
Services in This Area
- Handling formation of joint-stock and limited liability companies and drafting articles of association
- Organizing general assembly and board meetings in compliance with formal requirements
- Planning capital increase and reduction procedures
- Drafting share transfer agreements and supporting negotiations
- Advising on mergers, demergers and conversions
- Resolving shareholder disputes and handling resolution annulment actions
- Managing amendments to articles of association
- Legal follow-up of the liquidation process