Corporate Lawyer in Turkey

Being a bridge between Europe and Asia; located at the intersection of Europe, Asia and Africa; inland sea routes connecting the Mediterranean and the Black Sea; with its ports and free trade zones, Turkey is an advantageous country where national and international commercial life is always vibrant. As a country engaged in the continental European legal system, Turkey is a country preferred by national and international trade with its system that provides the necessary legal and bureaucratic convenience and assurances to this dynamic commercial life. In Turkey, when commercial law is mentioned, a wide range of areas may come to mind, from the law of negotiable instruments to corporate law, insurance or transport law.

Corporate law, on the other hand, includes direct corporate law issues such as company establishments, company types, general assembly, board of directors, regulation of articles of association, mergers and acquisitions, opening of branches, as well as legal issues directly related to the functioning and management of companies such as employer law, capital market law, competition law, management of receivables and debts of companies. Within all these specialisations, it is essential for companies to obtain legal and consultancy services from a Turkish business lawyer in order to minimise risks, to prevent disputes before they arise, and to manage the information and documentation processes that spread every day.

Viridis Legal Partners, as corporate lawyers in Turkey, we are at the side of our national or international corporate clients for all their dispute and consultancy needs, from commercial law litigation, labour dispute management, debt collection, bankruptcy and concordat proceedings, licensing procedures, correspondence with public authorities and provision of information.

What is a Corporate Lawyer in Turkey?

A corporate lawyer in Turkey can be defined as a lawyer who provides legal counselling in the whole process of the establishment, activities, and termination of companies and follows up on the enforcement and litigation disputes to which the company is a party. Corporate lawyers in Turkey support their clients in a wide range of matters such as the establishment, management, operation, and termination of companies in compliance with the law, managing the harmonisation processes of foreign corporate clients with Turkish law and administrative law disputes such as licensing or tax disputes, mergers and acquisition, drafting or revising contracts to which the corporate client is a party.

Why You Need a Corporate Lawyer in Turkey?

In Turkey, corporate law is an important area of commercial law, as well as a specialised branch of law where many areas of law intersect, such as labour law, tax law, and contract law; depending on the field of operation of the company; it may be related to a wide variety of legal fields and regulations such as zoning law, energy law, capital markets law, banking law, transport law, intellectual property law, industrial property law or insurance law.

Foreigners wishing to establish a company or open a branch office in Turkey or foreign companies wishing to operate in Turkey; serious legal transactions such as establishing a company, opening a branch office, merging or acquiring a business without the assistance of a corporate lawyer will bring many risks. In particular, the foreign entrepreneur’s legal assistance from an English-speaking Turkish corporate lawyer will minimise the risks by preventing legal mistakes. In addition, you can save time by following your transactions such as establishing a company with the power of attorney you will give to your lawyer.

In addition, if the investment in Turkey is made for the purpose of obtaining Turkish citizenship or a work permit in Turkey, mistakes and disruptions in transactions such as obtaining an investment compliance certificate disrupt all these processes. For this reason, it is necessary to get support from a Turkish citizenship lawyer with expertise in corporate law to finalise the outcomes such as obtaining Turkish citizenship through investment with the least risk and expense.

It should also be noted here, that pursuant to Article 35 of the Attorneyship Law, joint stock companies with a capital five times or more the minimum capital amount stipulated by the Turkish Commercial Code and building co-operatives with one hundred or more members are obliged to have a contracted lawyer. Failure to do so is punishable by an administrative fine.

Companies wishing to invest in Turkey, or to expand their investments, should conduct preliminary research on the investment areas in question, work with corporate lawyers knowledgeable in the field of Turkish corporate and commercial law, and proceed with effective consultancy.

Turkish Corporate Law

Turkish corporate law is mainly regulated under Turkish Law on Commerce No. 6102. In Turkish law, a company is defined as a combination of persons coming together and combining their labour or property with a contract in order to achieve a common goal. Accordingly, a company consists of the elements of the person, contract, capital, common purpose, and common endeavour. In Turkish law, joint stock companies and sole proprietorships can be established with one person. In order for the company to be in question, these five elements must be fulfilled.

Company Types In Turkey

The Turkish Commercial Code lists five types of companies in total: joint stock company, limited liability company, collective company, commandite company, and cooperative company. In addition, the Turkish Code of Obligations No. 6098 also regulates the ordinary partnership, in other words, the ordinary company. Accordingly, a total of six company types can be mentioned in Turkish Law. The most common of these are limited liability companies, joint stock companies, and ordinary partnerships. The Turkish Commercial Code divides companies into two categories sole proprietorships and capital companies. Collective and limited partnership companies are considered as sole proprietorships; joint stock, limited liability, and commandite partnership companies with capital divided into shares are considered as capital companies. In private companies, the partners are unlimitedly liable for the debts of the company with all their assets, while in capital companies, the partners are liable to the company with the capital share they have committed.

Joint Stock Company In Turkey

Although the number of limited liability companies in Turkey is high, the size of the capital reveals the importance of joint stock companies. In addition, it is a legal obligation in Turkey to establish some businesses such as insurance companies, banks, payment institutions as joint stock companies. Joint stock companies can be established today with a minimum capital of 50 thousand TL. Joint stock company shareholders are only liable to the company with the capital share they have committed. In addition, joint stock companies are held liable for their debts only limited to their assets. In Turkey, companies can be established by a single person and real or legal persons can be shareholders. The mandatory organs of joint stock companies in Turkey are the general assembly and the board of directors. Board members must be Turkish citizens and residents of Turkey.

Limited Liability Company In Turkey

In Turkey, limited liability companies are quite similar to joint stock companies. Limited liability companies can also be established with a single partner. However, there is an upper limit in terms of the number of shareholders. The number of limited liability company shareholders can be maximum 50. These shareholders can be real or legal persons. The main capital of a limited liability company is at least 10 thousand TL. The legal organs of the limited liability company are the general assembly and, unlike joint stock companies, the board of directors, not the board of directors.

Shared Commandite Company In Turkey

Commandite companies are of two types. One of them is an ordinary commandite company, which is a type of sole proprietorship, and the other is an ordinary commandite company, which can be considered as a capital company. In commandite companies, while some of the partners are unlimitedly liable, some of them are limited liable. The partner with unlimited liability is a limited partner and manages the company, while the partner with limited liability is a limited partner and cannot take part in the management of the company. In this special type of company, some of the partners of the company are liable to the creditors as a partner of a collective company, while the other part is liable as a partner of a joint stock company. Commandite company with shares can be established with at least 5 persons.

Collective Company In Turkey

Collective companies are a type of company established to operate a commercial enterprise under a trade name, where the founders are real persons and the partners are unlimitedly liable for company receivables. No minimum capital amount is stipulated for the establishment of collective companies.

Ordinary Commandite Company Type

A commandite partnership is not a preferred type of company. As mentioned above, commandite companies are of two types: ordinary commandite and commandite with capital divided into shares.

Ordinary Company In Turkey

An ordinary company in Turkey, or an ordinary partnership, is a business venture in a contractual relationship by combining the capital or labour of two or more persons. Ordinary partnerships or ordinary companies, like the types of companies mentioned above, is not subject to any limitations such as capital and number of partners. Registration is not required to establish an ordinary partnership. An ordinary partnership may be established even without them being aware of it in the works carried out by persons coming together. Therefore, an ordinary company is a type of company that is established automatically by judgment. Joint venture contracts in Turkey are also within this scope. The provisions regarding the ordinary company are included in the regulations of the Turkish Code of Obligations.

Co-operative Company In Turkey

Members establish cooperatives with the aim of protecting their specific economic interests and professional or livelihood-related needs by providing mutual assistance and solidarity with labour or financial contributions and by becoming guarantors. The number of partners and capital may vary continuously. Co-operatives are types of companies established with at least 7 partners, with some special exceptions.

Law For Foreign Investments In Turkey

Foreign Direct Investment Law No. 4875 permits foreigners to establish companies, to establish branches, to become a shareholder in an existing company through the acquisition of shares outside the stock exchanges or through acquisitions from the stock exchanges that provide at least 10 percent of the shares or the same percentage of voting rights. In addition, foreign investors may freely transfer abroad, through banks or private financial institutions, net profits, dividends, sales, liquidation and compensation fees arising from their activities and transactions in Turkey, amounts payable for licences, management and similar agreements, and principal and interest payments on foreign loans.

Services Offered by Viridis Legal Partners

Company Formation and Structuring Legal Services In Turkey

As Viridis Legal Partners, your corporate attorneys in Turkey, we perform the services in order to establish companies such as sole proprietorships, limited liability companies, joint stock companies, free zone companies, etc. We carry through any requirements to start your business in Turkey from choosing the right structure for your entrepreneur to performing the necessary steps to establish a company in Turkey such as opening a bank account, obtaining a tax number, preparing the articles of association, etc.

Corporate Governance and Compliance Legal Services In Turkey

As Viridis Legal Partners, in order for the management of our foreign or international client companies to proceed in accordance with the law and relevant legislation, we prepare or review internal documentation, internal circulars, codes of conduct and policy documents of the relevant departments; prepare or review codes of conduct; prepare or review shareholder agreements; prepare notifications required to be made to the relevant authorities on matters such as the appointment of board members, capital increase, single shareholding structure or company type change; reviewing the minutes and resolutions prepared by the company organs and registering them with the relevant trade registry; obtaining the necessary permits and licences; making the necessary notifications to public authorities such as the Capital Markets Board (CMB) and the General Directorate of Foreign Capital; company secretariat; bookkeeping in accordance with the Turkish law; keeping company books; convening the ordinary general assembly once in each financial year; making notifications to the relevant authorities; making declarations properly and regularly.

Mergers and Acquisitions (M&A) Legal Services In Turkey

As Viridis Legal Partners, we support our foreign or international client companies in all mergers and acquisitions operations such as due diligence, preparation, revision and negotiation of agreements, and, where necessary, compliance procedures such as obtaining Competition Authority permits.

Contract Drafting and Negotiation Legal Services In Turkey

As Viridis Legal Partners, your corporate law firm in Istanbul, we assist our client companies in drafting, reviewing, and negotiating all types of commercial agreements such as lease agreements, employment agreements, all types of purchase agreements, license agreements, franchising agreements, etc.

Dispute Resolution and Litigation Legal Services In Turkey

As Viridis Legal Partners, we provide litigation services to our corporate clients in a wide range of areas such as corporate and commercial litigation, breach of contracts, consumer disputes, torts, labour and employment, white collar crime, real estate and construction disputes, tax, regulatory and administrative fines. We also provide our clients with arbitration, mediation, debt collection, recognition and enforcement of foreign court judgments.

Why Choose Viridis Legal Partners?

As Viridis Legal Partners, we know how important it is for you to utilise the services of the right lawyer in commercial law and corporate matters. As corporate lawyers in Turkey, we can assist you with company formation in Turkey, mergers and acquisitions, drafting, reviewing, and negotiating your commercial contracts, company compliance processes litigation and debt recollection disputes, and any other disputes related to your corporation in Turkey. As your commercial lawyer in Turkey, we can also provide commercial law legal services. We also eliminate language barriers by providing commercial law services in fluent English so that you can fully understand your legal options and the procedures involved.

Contact us today for a consultation or to benefit from our corporate lawyer and commercial law services

Frequently Asked Questions (FAQs)

What are the steps to establish a company in Turkey?

The necessary steps to establish a company in Turkey include opening a bank account, obtaining a tax identification number, and registering with the Trade Registry Office.

What are the legal requirements for foreign investors?

Foreign Direct Investment Law No. 4875 permits foreigners to establish companies under the same conditions as Turkish citizens.

How does the M&A process work in Turkey?

The M&A processes are stipulated under the Turkish Code Of Trade and Competition Law.