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Corporate Law

What Is Corporate Law?

Corporate law is the field of law that regulates the establishment, operation, management, shareholding structure and termination processes of companies. This field covers the acquisition of legal personality by the company, the rights and obligations of shareholders, the capital structure, the powers of corporate bodies and the legal relationships established with third parties.

Corporate law is not limited only to incorporation procedures. Decisions taken by the company throughout its period of activity, contracts to which it is a party, share transfer transactions, representation authority, company receivables and commercial disputes are also evaluated within the scope of this field.

Since each company type gives rise to different legal consequences, corporate law assessments consider the type of company, articles of association, trade registry records and shareholding structure together.

Scope of Corporate Law

Corporate law refers to a broad legal field that continues from the establishment of a company until the completion of liquidation.

  • Company incorporation and preparation of articles of association

  • Trade registry registration and announcement procedures

  • Determination of the shareholding structure

  • Capital commitment, capital increase and capital decrease

  • Share transfer and shareholder change processes

  • General assembly, board of directors and board of managers resolutions

  • Representation and binding authority of the company

  • Shareholders’ rights to information, inspection and dividend

  • Company merger, demerger and conversion procedures

  • Termination, dissolution and liquidation procedures of the company

What Is Corporate Legal Consultancy?

Corporate legal consultancy refers to the assessment of legal matters encountered by companies during their activities, the examination of the legality of corporate decisions and the resolution of disputes.

Processes in Which an Attorney Takes Part in Corporate Law

  • Annulment of general assembly resolutions

  • Liability of board members or company managers

  • Disputes regarding share transfers, dividends and the right to information

  • Requests for withdrawal from partnership, expulsion and separation payment

  • Dissolution of the company for just cause

  • Collection of company receivables

  • Disputes arising from commercial contracts

  • Merger, demerger, conversion and liquidation processes

Company Types under the Turkish Commercial Code

Joint Stock Company

A joint stock company is a company type with a defined capital divided into shares. Shareholders are liable only with the capital they have committed.

Limited Liability Company

A limited liability company is a company type established by one or more shareholders with a defined share capital.

Collective, Commandite and Cooperative Companies

These are company types with different liability structures.

  • Collective company: Partners have unlimited liability.

  • Commandite company: Commandite partners have unlimited liability, while commanditaire partners have limited liability.

  • Cooperative company: A member-based structure.

Legal Personality of Companies and Merchant Status

Thanks to legal personality, companies may acquire rights and assume obligations in their own name. Merchant status determines commercial obligations.

Obligation to Retain a Contracted Attorney

  • There is no specific obligation for limited liability companies.

  • The capital criterion is important for joint stock companies.

  • The number of members is taken into account for cooperatives.

  • Failure to comply with the obligation is subject to administrative sanctions.

Legal Consultancy within the Scope of Corporate Law

Legal consultancy is provided in company incorporation, contract preparation, share transfers, general assembly processes and commercial disputes.

Frequently Asked Questions

What is the difference between a joint stock company and a limited liability company?

While a joint stock company has a more corporate structure, a limited liability company has a more closed shareholding structure.

Why is share transfer important?

Share transfer affects not only the change of shareholders, but also the control structure of the company.

When can general assembly resolutions be annulled?

An annulment lawsuit may be filed if there is a violation of the law or the company’s articles of association.

What is dissolution for just cause?

It comes into question when trust between shareholders is damaged or when the company becomes unsustainable.