Corporate law is the area of law governing the establishment, management, ownership structure, capital transactions, restructuring, and dissolution of commercial companies. In Türkiye, the primary legal framework regulating corporate law is set forth in the Turkish Commercial Code No. 6102.
Corporate law plays a vital role in preventing legal disputes by ensuring that the Articles of Association are properly drafted, the powers of company directors and managers are clearly defined, share transfers comply with applicable legislation, and corporate resolutions are adopted in accordance with legal procedures.
During the incorporation process, the choice between a joint stock company (JSC) and a limited liability company (LLC) should be made after considering factors such as the number of shareholders, investment objectives, capital requirements, and future plans for the transfer of shares.
The Articles of Association set out the company's scope of business, share capital, ownership structure, management model, and representation authority. Where a company has multiple shareholders, matters such as profit distribution, non-compete obligations, share transfers, admission of new shareholders, and withdrawal from the company should also be expressly regulated.
The selection of a Joint Stock Company (JSC) or a Limited Liability Company (LLC) should be based on the company's investment objectives, tax considerations, and the extent of the shareholders' liability:
Joint Stock Company (JSC): The minimum registered share capital is TRY 250,000. At least 25% of the cash capital subscribed must be deposited into a blocked bank account before the company is registered.
Limited Liability Company (LLC): The minimum registered share capital is TRY 50,000.
Existing companies whose capital remains below the newly established legal minimum amounts (TRY 250,000 for Joint Stock Companies (JSC) / TRY 50,000 for Limited Liability Companies (LLC)) are required to increase their capital to these amounts no later than 31 December 2026. Otherwise, such companies will be deemed dissolved and will enter into the liquidation process.
In joint stock companies, the general assembly and the board of directors, and in limited liability companies, the shareholders' general assembly and managers, constitute the primary decision-making and management bodies.
Meeting invitations, quorum requirements, resolutions, minutes, and registration procedures must be carried out in compliance with applicable legislation. Decisions adopted contrary to legal procedures may be subject to claims for annulment or invalidity. Members of management bodies are also required to act in the best interests of the company and exercise due care while performing their duties.
Capital increases, capital reductions, share transfers, and the admission of new investors may significantly affect the company's financial and managerial structure.
While share transfers in joint stock companies generally have a more flexible structure, share transfers in limited liability companies usually require a written agreement, notarized signatures, and, in most cases, approval by the general assembly.
Share transfer transactions involve not only the transfer price but also matters such as company liabilities, payment terms, confidentiality obligations, non-compete provisions, and responsibilities arising from previous periods.
During the growth, downsizing, or group restructuring processes of companies, the provisions of the Turkish Commercial Code (TCC) Articles 134-194 regarding mergers, demergers, and conversion of company type apply. Companies that terminate their activities carry out the liquidation process under the supervision of liquidators in order to protect the rights of creditors.
In these transactions, shareholders' rights, company liabilities, employee status, ongoing agreements, and tax implications must be evaluated together. During the liquidation process, receivables are collected, debts are paid, and the remaining assets are distributed among the entitled parties.
The Turkish Commercial Code recognizes various types of companies, including joint stock companies, limited liability companies, collective companies, commandite companies, and commandite companies divided into shares. The most commonly preferred company types are joint stock companies and limited liability companies.
Subject | Joint Stock Company (JSC) | Limited Liability Company (LLC) |
Minimum Capital | TRY 250,000 | TRY 50,000 |
Management | Board of Directors | Manager or Managers |
Number of Shareholders | One or more | Maximum 50 |
Share Transfer | More Flexible | Subject to Stricter Requirements |
Public Offering | Possible | Not Possible |
Investment Structure | More Suitable for Large-Scale Investments | More Suitable for Closely Held Ownership Structures |
When determining the appropriate company type, not only the incorporation costs but also the company's growth objectives and investment plans should be taken into consideration.
In collective companies, shareholders may have unlimited liability for the company's debts. In commandite structures, there are both commandite partners with unlimited liability and commanditer partners whose liability is limited to their capital contribution.
Cooperatives are organizations established to meet the common economic needs of their members through mutual assistance and solidarity.
Corporate legal services cover areas such as company incorporation procedures, Articles of Association, general assembly processes, share transfers, investment agreements, capital transactions, and commercial disputes.
Within the scope of preventive legal consultancy, agreements with customers, suppliers, employees, dealers, and business partners are reviewed. In addition, matters such as personal data protection (KVKK), confidentiality obligations, authority structures, and corporate compliance processes are evaluated.
Disputes between shareholders may arise from issues such as management authority, share transfers, the right to obtain information, profit distribution, or the use of company assets.
Depending on the nature of the dispute, the appropriate course of action is determined among negotiation, mediation, or litigation proceedings. Where necessary, legal actions concerning the annulment of general assembly resolutions, management liability, and shareholder exit claims are pursued.
Pursuant to Article 35/3 of the Attorneyship Law No. 1136; Joint Stock Companies whose subscribed capital is five times or more than the minimum capital requirement are required to retain a contracted lawyer.
Mandatory Threshold: Joint Stock Companies (JSCs) with a subscribed capital of TRY 1,250,000 or above.
Minimum Lawyer Fee: A minimum monthly base fee payable to the mandatory company lawyer is determined in accordance with the Minimum Attorneyship Fee Tariff.
Sanction: Joint Stock Companies that fail to fulfill the obligation to retain a lawyer may be subject to an administrative fine for each month in which they fail to comply with this requirement.
Legal Disclaimer: The information provided on this page has been prepared for general informational purposes only and does not constitute legal opinion or legal advice. It is recommended that you seek professional assistance from an experienced corporate law attorney based on your company's structure and the specific circumstances of your case.
