Corporate Law in Turkey
Corporate law in Turkey is the body of rules under the Turkish Commercial Code No. 6102 that governs how companies are formed, governed, financed and wound up.
Most companies meet this body of law twice. The first time is at formation, when the articles of association are drafted and the registration file goes to the trade registry. The second time is years later, usually during a share sale, an audit, a bank facility or a dispute between shareholders, when someone opens the corporate books and starts asking what was filed, when, and by whom. Between those two moments there is a long middle period, and that middle period is where most of the damage in Turkish corporate law is done.
Oznur & Partners works with companies in that middle period. Our corporate practice in Istanbul advises Turkish companies with foreign shareholders, branches and liaison offices of foreign groups, and international investors entering the Turkish market, on the obligations that continue after the company exists and the decisions that determine whether the structure holds when it is examined.
Foreign shareholders in particular tend to ask a version of the same question. What does a corporate law firm in Turkey actually do after the company is set up? The work that matters most begins after the formation file is closed. Formation is a single transaction with a clear end point; corporate compliance is a recurring obligation with annual deadlines, notification triggers and thresholds that change with legislation, and a company that treats it as finished at registration is a company that will discover its gaps during due diligence rather than before it.
The second question follows immediately. Which obligations apply to a Turkish company with foreign shareholders that do not apply to a fully domestic one? Companies within the scope of the Foreign Direct Investment Law No. 4875 (Doğrudan Yabancı Yatırımlar Kanunu) must file an annual activity report through the E-TUYS system by the end of May each year, and must notify capital payments and share transfers within one month of the transaction. These filings are separate from tax and trade registry obligations, they are not handled by the company’s accountant by default, and nothing in the ordinary running of the business reminds anyone that they are due.
Timing is the third question, and the honest answer is uncomfortable. When should a company bring in a corporate law firm rather than waiting for a problem? A company falls out of compliance slowly and discovers it suddenly. Registry records, shareholder resolutions, capital figures and notification files drift apart quietly over several years without producing a single warning, and then converge into one visible problem on the day a buyer, a bank or an inspector reads them together.
The fourth question is practical, and it is the one that decides whether foreign clients engage at all. How much of this can be handled without traveling to Turkey? Nearly all of it. Company formation, capital increases, share transfers, board and general assembly resolutions, annual filings and contract execution can be completed through a power of attorney (vekaletname) issued before a notary in the investor’s own country and legalised under the Apostille Convention, then translated by a sworn translator and submitted in Turkey.
Corporate law governs the company as a legal entity: its formation, capital, organs, shareholder relations, transactions and dissolution. It does not cover the employment relationships inside the company, the tax assessment of its income, or the individual criminal liability of its managers, and it does not decide commercial disputes with third parties, which are handled through commercial litigation and arbitration rather than corporate procedure.
⚖️ What Does Corporate Law Actually Govern in Turkey?
Corporate law in Turkey governs the creation of a company, the powers and limits of its organs, the rights and obligations of its shareholders, the protection of its capital, and the procedures by which it changes shape or ends. The governing statute is the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), in force since 1 July 2012, supported by secondary regulations issued by the Ministry of Trade (Ticaret Bakanlığı) and, for companies with foreign capital, by the Foreign Direct Investment Law No. 4875 and its implementing regulation.
Under this framework a company is not a business. A business is an activity; a company is a legal person with its own capital, its own organs and its own records, and Turkish law treats those three elements as the load-bearing structure. Capital protects creditors, organs allocate decision-making power, and records prove that decisions were taken in the way the law requires. Nearly every serious corporate problem in Turkey can be traced to one of these three failing quietly while the business itself was doing fine.
The Code recognises five company types, but foreign investment in practice concentrates in two: the joint stock company (anonim şirket) and the limited liability company (limited şirket). The remaining forms, the collective company, the commandite company and the cooperative, appear rarely in cross-border structures. Foreign groups also use two non-company vehicles, the branch (şube) and the liaison office (irtibat bürosu), which carry different registration paths and very different permitted activities.
What the Code does not do is treat foreign shareholders differently on the merits. Article 3 of the Foreign Direct Investment Law No. 4875 establishes equal treatment: a company incorporated in Turkey with entirely foreign capital has the same rights and obligations as a company owned by Turkish nationals. There is no minimum foreign investment amount, no prior approval requirement for ordinary sectors, and no obligation to take a Turkish partner. The difference is not in substance, it is in reporting, and that distinction is the single most misunderstood point among foreign shareholders arriving in the Turkish market.
This is where an unhelpful assumption usually enters. Because the law grants equal treatment, investors conclude that a Turkish company with foreign owners can be administered exactly like a domestic one. It cannot, not because it has fewer rights, but because it carries an additional reporting layer that the domestic company does not have, and that layer sits with a different ministry, on a different calendar, with a different consequence for silence.
⚖️ Why Do Foreign-Owned Companies Need a Corporate Law Firm and Not Only an Accountant?
Because the two professions read different documents. An accountant reads the company’s numbers; a corporate law firm reads the company’s decisions. In Turkey these produce two separate compliance streams, and only one of them generates a monthly reminder.
The accounting stream is self-announcing. Value added tax returns, withholding declarations, provisional corporate tax, payroll filings and e-ledger submissions arrive on a monthly and quarterly rhythm, and a Turkish accountant will chase them because their own professional responsibility is attached to them. A company that pays an accountant will not miss a tax deadline for long.
The corporate stream is silent. Nothing produces an invoice when a general assembly is not held on time, when a board resolution is taken without the quorum the articles require, when the annual activity report to the Ministry of Industry and Technology (Sanayi ve Teknoloji Bakanlığı) is not filed, when a share transfer is recorded in the share ledger but never notified, or when capital has fallen below the level the Code now requires. These omissions do not interrupt trading. They accumulate in the file, and the file is read later.
Foreign shareholders often ask a version of this in plainer terms: what actually goes wrong if nobody looks at this for three years? Usually nothing visible, which is the problem. The cost surfaces at the transaction. A buyer’s due diligence turns up an unregistered signature authority and asks for an indemnity. A bank asks for a certified shareholding structure and finds the registry does not match the share ledger. A general assembly resolution taken without proper notice is challenged by a minority shareholder within the annulment period. In each case the underlying defect is years old, cheap to have prevented, and expensive to repair under deadline pressure.
A corporate law firm’s function in this stream is not to file forms. It is to hold the map: which obligations attach to this specific structure, on which dates, with what evidence, and which decisions the company cannot lawfully take without a prior corporate step. That mapping work is what our corporate governance practice and our compliance practice carry between transactions, and it is why a retainer relationship in Turkish corporate law tends to be cheaper than the alternative it replaces.
Not sure which corporate filings your Turkish company still owes?
Send us the trade registry gazette and the shareholding structure. We will tell you what is outstanding before you commit to anything.
⚖️ Where Corporate Structures Quietly Drift Out of Alignment
A corporate structure is not a finished object. It is set up once, correctly, and then the world around it keeps moving: the shareholders change, the signature authorities change, the business lines change, the thresholds in the legislation change. None of these events announces itself as a legal problem at the time it happens, and the structure does not resist. It simply stops describing the company accurately, one small step at a time.
We see the same five drifts repeatedly in companies that arrive after several years without corporate counsel.
The articles of association no longer match the business. A company registered for one activity has grown into three, and its purpose clause has not moved with it. This rarely blocks day to day trading, but it surfaces at licensing, at bank onboarding, and at any transaction where the counterparty’s lawyer compares the purpose clause against the actual revenue.
Signature authority has outlived the person. The signature circular (imza sirküleri) names a manager who left two years ago, or grants authority with a scope the current board never intended. Every document signed in between sits on a foundation nobody has checked.
The share ledger and the registry have separated. Shares were transferred by agreement between the parties, recorded informally, and never followed through into the share ledger, the trade registry where required, and the foreign capital notification. Three records now describe three slightly different companies.
Capital has fallen behind the law rather than behind the business. The company is profitable and its capital figure has not changed since incorporation, which was entirely fine until the statutory minimum moved. The company did nothing wrong; the threshold moved underneath it.
General assemblies have become paperwork. Minutes are prepared to satisfy the file rather than to record a meeting that actually happened with proper notice and quorum. A resolution produced this way is valid until a shareholder decides to test it, and the shareholder who decides to test it is usually the one who has just fallen out with the others.
None of these is dramatic. Together they are the reason a company that has traded successfully for six years can fail a two-week due diligence, and the reason our corporate team’s first engagement with a new client is frequently a structural review rather than a transaction.
⚖️ The Annual Legal Calendar of a Turkish Company
A Turkish company operating on the calendar year must hold its ordinary general assembly within three months of the end of the financial year, meaning by 31 March, under Article 409 of the Turkish Commercial Code No. 6102. The meeting approves the financial statements, discharges the directors, and decides on profit distribution. A meeting held after the deadline is not automatically void, but the delay itself is a breach and it weakens every resolution that depends on it.
Statutory book certification runs on its own dates under Article 64 of the Turkish Commercial Code No. 6102. Opening certification for the coming year’s books is completed before the end of the current financial year, and the closing certification of the journal is completed by the end of the sixth month of the following period, with the board resolution book certified by the end of the first month. A company that certifies late holds books whose evidential value can be challenged in exactly the dispute where it needs them.
Companies with foreign capital add a filing that has no equivalent for domestic companies. The annual activity information form is submitted through the Electronic Incentive Application and Foreign Capital Information System (E-TUYS) by the end of May each year, covering the previous calendar year’s operations. The obligation arises from the implementing regulation of the Foreign Direct Investment Law No. 4875 and sits with the Ministry of Industry and Technology (Sanayi ve Teknoloji Bakanlığı), not with the tax office.
Group structures carry a further March obligation. Under Article 199 of the Turkish Commercial Code No. 6102, the board of a controlled company prepares an affiliation report on its relations with the controlling company within the first three months of the financial year. The report is not published, but it is the document that determines whether losses caused by a controlling shareholder can later be recovered.
Companies subject to independent audit carry an additional publication duty under Article 1524 of the Turkish Commercial Code No. 6102. They must maintain a website and allocate a section of it to statutory announcements, including financial statements, audit reports and general assembly notices. A company that enters audit scope through growth acquires this obligation at the same time, and in practice it is the obligation most often overlooked in the first year of scope.
Trade registry announcements run on their own trigger rather than a calendar. Changes to the articles of association, capital, company purpose, address, directors and signature authorities are registered and announced in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi), and the registration rather than the internal resolution is what makes the change effective against third parties. A board decision that is minuted but never registered has no external effect.
If a company misses the general assembly deadline, the shareholders retain the ability to hold the meeting late and regularise the file; if a company misses the annual foreign capital filing, the consequence sits with a different authority and follows a different logic, which is set out in the section below.
⚖️ What Happens If You Miss the Annual Foreign Capital Filing
The annual E-TUYS activity filing is due by the end of May for the preceding calendar year, and the consequence of missing it depends on which vehicle the foreign investor uses. For companies and branches within the scope of the Foreign Direct Investment Law No. 4875, the filing is a legal obligation whose absence leaves the investor’s record with the Ministry of Industry and Technology incomplete, which becomes visible at the next transaction requiring that record.
For liaison offices the position is harder. A liaison office that fails to submit its annual activity form faces a specific outcome under the implementing regulation: extension requests may not be evaluated, and the operating permit can be cancelled ex officio. A liaison office exists only by virtue of that permit, so the filing is not administrative housekeeping, it is the condition of continued presence in Turkey.
Transaction-based notifications run on a one month clock rather than an annual one. Capital payments made by foreign shareholders are notified through the capital information form within one month of the payment, and share transfers are notified within one month of the transfer. A company that completes a share transfer correctly under the Turkish Commercial Code No. 6102 and stops there has completed half the transaction.
The practical answer to a missed filing is to file late rather than to wait for the next cycle. Late submission repairs the record; a skipped year stays skipped, and the gap appears in the ministry’s data whenever the investor next needs a clean history, typically at an incentive certificate application, a capital increase, or an exit.
Foreign shareholders who discover a gap of several years usually ask whether disclosure creates more risk than silence. In our experience it does not: an incomplete record found by the counterparty during due diligence costs the seller a price adjustment, while an incomplete record repaired in advance costs a filing.
⚖️ Minimum Capital and the 31 December 2026 Deadline
The minimum capital for a joint stock company in Turkey is 250,000 Turkish lira and for a limited liability company 50,000 Turkish lira, applicable to companies established on or after 1 January 2024 under Presidential Decision No. 7887, published in the Official Gazette on 25 November 2023. Non-public joint stock companies adopting the registered capital system must have initial capital of at least 500,000 Turkish lira.
Companies incorporated before that date are covered by Provisional Article 15 of the Turkish Commercial Code No. 6102, added by Law No. 7511 and published in the Official Gazette on 29 May 2024. Joint stock companies with capital below 250,000 Turkish lira and limited liability companies with capital below 50,000 Turkish lira must raise their capital to the statutory minimum by 31 December 2026. A company that does not is deemed dissolved by operation of law, which means the outcome arrives without a court decision and without a notice.
The legislator made the mechanics easier rather than the deadline softer. For general assembly meetings held to raise capital to the statutory minimum, no meeting quorum is required, decisions are taken by a majority of the votes present, and privileged voting rights cannot be exercised against such a decision. A blocking minority therefore cannot hold the company below the threshold.
Non-public joint stock companies in the registered capital system face a parallel deadline: if issued and initial capital are not raised to 500,000 Turkish lira by 31 December 2026, the company is deemed to have left that system. The Ministry of Trade holds authority to extend the compliance period by one year, up to twice, so the date can move; a company that plans on the extension rather than the deadline is planning on a decision that has not been taken.
As of 2026 this is the single most consequential open item in Turkish corporate law for older companies with modest registered capital, and it affects foreign-owned companies disproportionately, because a subsidiary incorporated years ago with the then-minimum capital and funded since through shareholder loans is exactly the profile the provision captures. Our note on Turkish company capital compliance in 2026 sets out the resolution and filing sequence in detail.
⚖️ Joint Stock or Limited Liability: Which Structure Fits
The choice between a joint stock company and a limited liability company in Turkey is decided by four factors: capital requirement, share transferability, liability for public debts, and exit plans. The two forms look similar at formation and behave very differently at sale.
| Criterion | Joint stock company (anonim şirket) | Limited liability company (limited şirket) |
|---|---|---|
| Minimum capital | 250,000 TRY | 50,000 TRY |
| Payment at formation | One quarter of cash capital before registration, balance within 24 months | No advance payment requirement; balance within 24 months |
| Share transfer | Transfer of bearer or registered shares without notarisation or registry filing in the ordinary case | Notarised transfer agreement, general assembly approval and trade registry filing |
| Shareholder liability for unpaid public debts | Shareholders not personally liable; liability attaches to directors | Shareholders personally liable in proportion to their shareholding |
| Typical fit | Investment rounds, multiple shareholders, planned exit, capital markets access | Closely held operating subsidiary, small shareholder group, no near-term sale |
The liability line is the one that changes decisions. In a limited liability company, a shareholder can be pursued personally for the company’s unpaid public receivables in proportion to their shareholding, which means a passive 30 percent investor carries exposure that the same investor would not carry in a joint stock company. Foreign investors are frequently placed in limited liability structures for the lower capital figure and discover this feature later.
Conversion between the two forms is possible under the Turkish Commercial Code No. 6102 and is a routine transaction, but it requires a valuation, a conversion plan and a registry process, so the cost of choosing quickly at formation is paid at conversion. Our comparison of limited and joint stock companies in Turkey works through the decision in more detail, and the mechanics of establishment are covered by our company formation practice.
⚖️ When Does a Company Have to Appoint an Independent Auditor
Independent audit in Turkey is threshold-based, and the thresholds were raised for financial periods beginning on or after 1 January 2026 by Presidential Decision No. 11066, published in the Official Gazette dated 17 March 2026. A company falling outside the special sector lists becomes subject to independent audit if it exceeds at least two of three criteria in two consecutive financial periods.
| Criterion | Threshold from 1 January 2026 | Previous threshold |
|---|---|---|
| Total assets | 500 million TRY | 300 million TRY |
| Annual net sales revenue | 1 billion TRY | 600 million TRY |
| Number of employees | 150 | 150 |
The two criteria exceeded in the two consecutive periods do not have to be the same two. A company that exceeds assets and headcount in one year and revenue and headcount in the next has met the test, which is a point that catches groups whose balance sheet composition shifts between years.
Thresholds are assessed together with subsidiaries and participations, so a Turkish subsidiary that looks small on its own can enter scope through the group. A company that does not meet the test on its own does not become subject to audit merely because its parent, subsidiary or participation is subject to audit; each entity is assessed separately.
Exit from scope has its own rule. A company already subject to audit leaves scope from the following financial period if it falls below the thresholds for at least two of the three criteria in two consecutive periods, or falls 20 percent or more below them for two criteria in a single period. The increase in thresholds for 2026 therefore moves companies in both directions, and a company that assumes its audit status is unchanged this year is assuming rather than checking.
Audit status is determined by the criteria published by the Public Oversight, Accounting and Auditing Standards Authority (Kamu Gözetimi, Muhasebe ve Denetim Standartları Kurumu) at kgk.gov.tr, together with the sector lists annexed to the Presidential Decision, which capture banks, insurance companies, capital markets institutions and certain licensed energy and media undertakings regardless of size. A company in one of those lists is subject to audit from its first financial period, with no threshold test at all, so the size criteria are the second question rather than the first.
⚖️ Losing Half the Capital: Article 376 and What Follows
Article 376 of the Turkish Commercial Code No. 6102 sets two capital loss thresholds and a third insolvency test, and each triggers a different mandatory response from the board. The provision applies to joint stock companies and, by reference, to limited liability companies.
If the most recent annual balance sheet shows that one half of the sum of capital and legal reserves is unrecovered through losses, the board must convene the general assembly immediately and present remedial measures. The obligation is to call the meeting, not merely to note the position in the financial statements.
If two thirds of the sum of capital and legal reserves is unrecovered through losses, the general assembly must either resolve to make good the deficit, or resolve to continue with reduced capital, or take the measures the Code allows to restore the position. A general assembly that takes none of these decisions leaves the company exposed to dissolution.
Where the company’s assets are insufficient to cover its debts, the board must notify the commercial court of first instance, unless creditors holding claims sufficient to cover the deficit agree in writing to subordinate their claims. Directors who do not make this notification carry personal liability exposure, and this is the point in Turkish corporate law where a governance failure converts most directly into individual risk.
Timing of the assessment matters as much as the thresholds. The test is applied on the annual balance sheet, but the board’s duty arises as soon as the position is known rather than when the financial statements are formally approved, and an interim balance sheet showing the deficit brings the duty forward. A board that waits for the general assembly to notice the figure has already been in breach for the intervening period.
The available remedies are ranked by durability rather than by speed. A capital increase paid in cash restores the position permanently; a capital reduction combined with a simultaneous increase restructures the balance sheet; shareholder contributions to equity reserves improve the ratio without changing registered capital; and subordination agreements from creditors address the insolvency limb without addressing the loss. Each requires a different corporate procedure, and choosing the wrong one produces a position that has to be corrected again the following year.
For foreign-owned subsidiaries the trigger often arrives through currency rather than trading performance: a company funded by a foreign parent in hard currency, carrying accumulated exchange losses on the balance sheet, can cross the one half threshold in a year in which it was operationally profitable. Boards of Turkish subsidiaries examine this position with the annual financial statements rather than after them.
⚖️ Shareholders, Share Transfers and Group Company Reporting
A share transfer in a Turkish limited liability company requires a notarised transfer agreement, a general assembly approval unless the articles provide otherwise, an entry in the share ledger and a trade registry filing. A transfer that omits any of these steps may bind the parties contractually while leaving the company’s records showing the previous shareholder, which is the defect most frequently found in due diligence.
In a joint stock company the mechanics are lighter but the record-keeping obligation is not. Registered share transfers are recorded in the share ledger, and where the company has foreign shareholders the transfer is also notified through E-TUYS within one month. The lighter registry treatment of joint stock shares is an advantage at speed and a liability at accuracy, because nothing external forces the company to keep its own ledger current.
Shareholder agreements sit outside the articles of association and are enforceable between the parties as contracts, but they do not bind the company unless the relevant provisions are also carried into the articles. Drag along, tag along, pre-emption and deadlock mechanisms drafted only in a shareholders agreement produce a claim in damages rather than a blocked transfer, which is a different remedy from the one the parties usually believed they had. Our shareholder agreement practice addresses which provisions belong in which document.
Minority shareholders hold defined statutory tools rather than general rights of objection. Shareholders representing at least one tenth of the capital in a non-public joint stock company, and one twentieth in a public company, may require the board to convene a general assembly or to add items to the agenda. A shareholder holding less than that threshold cannot force a meeting, which is why the shareholding percentages agreed at the outset determine the balance of power more than the wording of any later dispute.
Challenges to general assembly resolutions run on a strict clock. An action to annul a resolution that breaches the law, the articles of association or the rule of good faith is brought within three months of the date of the resolution under Article 445 of the Turkish Commercial Code No. 6102. A defective resolution that is not challenged within that period generally stands, which cuts both ways: a shareholder who delays loses the remedy, and a company that survives the period gains certainty over a resolution it knew was weak.
Group structures are regulated in Articles 195 to 209 of the Turkish Commercial Code No. 6102. A controlling shareholder that causes a controlled company to enter a transaction to its detriment must compensate the loss within that financial year or grant an equivalent right; failing that, the controlled company’s shareholders and creditors may claim. The affiliation report prepared within the first three months of the year is the evidence base for this claim, which is why the report matters even though it is never published.
Where two or more investors hold a Turkish company together, the governance terms are settled before incorporation rather than after, because the articles of association can only be amended by a general assembly decision that the deadlocked shareholders are by then unable to take. Board composition, reserved matters, transfer restrictions and the exit route are the four terms that decide whether a joint venture can be unwound without litigation. Our joint venture practice handles that negotiation, and our mergers and acquisitions practice handles the restructuring or sale that follows.
⚖️ Can All of This Be Done Without Coming to Turkey
Company formation, capital increases, share transfers, board and general assembly resolutions, bank account opening, contract execution and annual filings can be completed in Turkey without the investor traveling, through a power of attorney (vekaletname) issued abroad. The instrument is executed before a notary in the investor’s country, legalised with an apostille under the Hague Apostille Convention, translated by a sworn translator and submitted to the relevant Turkish authority.
For countries outside the Apostille Convention, the alternative route is certification through a Turkish consulate. The document is notarised locally, certified by the relevant foreign ministry, and then legalised at the Turkish consulate, which adds time rather than complexity and is planned into the transaction schedule from the start.
The power of attorney is drafted to the transaction rather than in general terms. Turkish registries and banks reject powers that omit the specific authority required, and a second execution abroad costs more time than drafting the first one carefully. A power covering formation, tax registration, bank account opening and signature circular issuance is the standard scope for a new subsidiary.
Company registration in Turkey is completed through the Central Registry System (MERSİS) and the relevant trade registry directorate, and a straightforward formation with a complete file is typically completed within a few working days once the notarised and translated documents are in hand. The variable in practice is document legalisation abroad, not the Turkish registry step. Official registry procedures are published by the Ministry of Trade at ticaret.gov.tr.
Physical presence becomes necessary in immigration rather than in corporate procedure. Work permits and residence applications for the investor, the appointed director or assigned foreign personnel follow their own rules, their own authority and their own timetable, and none of them can be completed by power of attorney in the way a share transfer can. A group that structures the Turkish company remotely and then discovers its appointed manager cannot lawfully work in Turkey has solved the corporate question and left the operational one open, which is why our corporate immigration practice is engaged alongside formation rather than after it.
⚖️ Closing a Turkish Company Properly
A Turkish company ends through liquidation rather than abandonment, and the liquidation period is structured to protect creditors rather than to release shareholders quickly. The general assembly resolves on dissolution, appoints one or more liquidators, and the dissolution is registered and announced; from that point the company continues to exist as a legal person but only for the purposes of liquidation, and its trade name is used with the addition indicating that status.
The creditor protection step controls the timetable. Creditors are invited to file their claims through announcements published three times at one week intervals in the Turkish Trade Registry Gazette, and remaining assets cannot be distributed to shareholders before one year has passed from the third announcement. A liquidation that is administratively straightforward therefore still occupies more than a year in calendar terms, which is a point foreign parents planning a market exit consistently underestimate.
Dormancy is not an exit. A company that stops trading but is never liquidated continues to carry its filing obligations, its directors continue to carry their duties, and its capital position continues to be measured against the statutory minimum. Under Provisional Article 15 of the Turkish Commercial Code No. 6102, a dormant company below the capital threshold on 31 December 2026 is deemed dissolved by operation of law, which starts a liquidation nobody is managing.
Foreign-owned companies close one further file that domestic companies do not. Liquidation and the eventual deregistration are reflected in the foreign capital record held by the Ministry of Industry and Technology, and a group that liquidates a Turkish subsidiary while leaving that record open complicates its own re-entry into the Turkish market years later.
⚖️ Who Our Corporate Practice Works With
Our corporate work in Istanbul concentrates on four client profiles, and each arrives with a different pressure point rather than a different area of law. The distinction matters for how an engagement is scoped: two of these profiles need a defined transaction completed correctly, and two need a continuing position held accurately over years, which is a different kind of legal work billed on a different basis.
Foreign groups establishing a Turkish presence need the structure decision made before incorporation rather than after, because conversion, capital adjustment and shareholder restructuring are all more expensive than the original choice. Engagement typically begins with the subsidiary, branch or liaison office comparison and the licensing analysis covered by our business formation and licensing practice.
Established Turkish companies with foreign shareholders need the compliance stream held between transactions: the general assembly calendar, the E-TUYS filings, the capital threshold position and the board resolution record. This is retainer work rather than project work, and its value is measured at the next transaction rather than in the month it is performed.
Investors acquiring an existing Turkish company need the target’s corporate record read before price is agreed, which is the function of legal due diligence. In the Turkish market the recurring findings are registry and ledger mismatches, unfiled foreign capital notifications, defective general assembly resolutions and signature authorities that exceed board intent.
Companies in shareholder conflict need the corporate position established before the dispute is framed: which resolutions are challengeable and within what period, what the articles actually permit, and whether the affiliation and reserve position supports a claim. Where negotiation fails, the matter moves to commercial dispute resolution.
Across all four, the firm operates on a remote-first basis from Istanbul with clients across Europe, the Gulf, Asia and North America, and the working language of the corporate file is English with Turkish originals maintained for every registry-facing document. Broader context for international clients is set out in our overview of Turkish law for foreign investors and businesses.
⚖️ Related Legal Resources
🔹 Setting Up and Structuring
Company Formation in Turkey: registration through MERSİS and the trade registry, with the minimum capital figures of 250,000 and 50,000 Turkish lira applied at incorporation.
Limited vs Joint Stock Company: the shareholder liability difference for unpaid public debts, and how it changes the structure decision.
Business Formation and Licensing: sector permits and activity licences required before a registered company can begin trading.
Corporate Trusteeship Services: management and representation arrangements where shareholders are permanently outside Turkey.
🔹 Transactions and Shareholders
Mergers and Acquisitions: transaction structuring, signing and closing mechanics, and post-closing registry steps.
Shareholder Agreements: which protections must be carried into the articles of association to bind the company rather than only the parties.
Joint Ventures: governance, deadlock and exit terms agreed before incorporation.
Legal Due Diligence: registry and share ledger reconciliation, unfiled foreign capital notifications, and resolution validity review.
🔹 Governance, Compliance and Contracts
Corporate Governance: board authority, signature circulars and the general assembly calendar under Article 409.
Corporate Compliance: the annual obligation map for companies within the scope of the Foreign Direct Investment Law No. 4875.
Commercial Contracts: supply, distribution, licensing and service agreements drafted to Turkish enforcement rather than to template.
Information Technology Law: data protection and cybersecurity obligations that attach to the company alongside its corporate duties.
🔹 Disputes and Cross-Border
Commercial Litigation: shareholder claims, resolution annulment actions and director liability proceedings.
Commercial Contract Disputes: enforcement, termination and damages claims arising from company contracts.
Corporate Immigration: work and residence permits for investors, directors and assigned personnel.
Business and Corporate Lawyer in Istanbul: engaging an individual adviser for a specific company matter in Istanbul.
Schedule a Legal Consultation
Whether you are establishing a Turkish subsidiary, reviewing a structure that has run for years without corporate counsel, or preparing for a share sale, our corporate lawyers in Istanbul can set out your position and the sequence of steps that follows.
⚖️ Corporate Law as a Record, Not a Document
At the beginning of this page we said that most companies meet corporate law twice: once at formation and once when someone opens the file. The distance between those two moments is not empty. It is filled with resolutions taken or not taken, filings made or missed, thresholds crossed without anyone noticing, and records that slowly stop describing the company they belong to.
Nothing in that middle period feels legal while it is happening. A general assembly held late feels like a scheduling problem. A share transfer recorded informally feels like trust between partners. A capital figure unchanged since 2018 feels like stability. Each of them is read differently on the day the file is opened, and by then the reader is a buyer, a bank or an inspector, and the reading is not neutral.
The work of corporate law in Turkey is to keep the record and the company describing the same thing. That is a less dramatic description of the practice than most, and it is the accurate one.