Practice Area
Corporate Law
Şirketler Hukuku
Turkish company formation, governance, and compliance for foreign-owned entities.
Scope of the Practice
Corporate Law (Şirketler Hukuku) at Turak Law covers the formation, governance, and life-cycle matters of Turkish companies, with particular focus on entities held wholly or partially by foreign shareholders. The two principal corporate forms are the joint-stock company (Anonim Şirket, A.Ş.) and the limited liability company (Limited Şirket, Ltd. Şti.), both governed by the Turkish Commercial Code (Türk Ticaret Kanunu, TTK) No. 6102. The pillar serves clients on initial formation, foreign-shareholder structuring, share transfers, governance documentation, M&A transactions, branch and liaison-office establishment, and dissolution.
The CBI client base routinely intersects this pillar: investors establishing Turkish operating companies for rental property holdings, family offices structuring multi-asset Turkish holdings, and corporate clients with parallel CBI personal-track files. The pillar also serves clients who never pursued CBI but require Turkish corporate counsel for cross-border operations: exporters, technology partnerships with Turkish entities, supply-chain joint ventures, and foreign-direct-investment vehicles entering the Turkish market.
Specific Services
A.Ş. (Anonim Şirket) formation
Joint-stock company incorporation under TTK Articles 329–562; minimum capital and shareholder requirements; registered office establishment.
Ltd. Şti. (Limited Şirket) formation
Limited liability company incorporation under TTK Articles 573–644; simplified governance suited to smaller foreign-shareholder structures.
Foreign-shareholder structures
Cross-border ownership, nominee arrangements where lawful, foreign-currency capital contributions under FDI Law No. 4875.
Share transfer counsel
Share sale-and-purchase agreements, share register updates, Turkish Trade Registry (Ticaret Sicili) filings.
Corporate governance
Board resolutions, shareholder agreements, articles of association amendments, minority-shareholder protections under TTK.
M&A counsel
Acquisition structuring, due diligence, Competition Authority (Rekabet Kurumu) notification thresholds, completion mechanics.
Branch office and liaison office establishment
Foreign-entity branches under TTK; non-trading liaison offices under FDI regulations.
Dissolution and liquidation
Voluntary dissolution, liquidator appointment, creditor notice, Trade Registry deregistration.
Statutory Authority
The principal statute is the Turkish Commercial Code (Türk Ticaret Kanunu) No. 6102, the unified code governing all commercial companies, share rights, board structures, mergers, and dissolution. The Code of Obligations (Türk Borçlar Kanunu) No. 6098 governs the underlying contracts (share-purchase agreements, shareholder agreements). Foreign-investment matters reference the Foreign Direct Investment Law (Doğrudan Yabancı Yatırımlar Kanunu) No. 4875. M&A transactions implicate the Law on the Protection of Competition (Rekabetin Korunması Hakkında Kanun) No. 4054, which establishes the jurisdiction of the Competition Authority (Rekabet Kurumu). Trade Registry filings operate under the Trade Registry Regulation (Ticaret Sicili Yönetmeliği).
Cross-Border Considerations
Foreign shareholders face several Turkish-law specificities. The Trade Registry requires apostilled and sworn-translated identity documents for foreign individual shareholders, and apostilled corporate documents for foreign entity shareholders. Foreign-currency capital contributions trigger TCMB Sermaye Hareketleri Genelgesi conversion rules, the same DAB framework that governs CBI bank deposits. Board composition and nationality requirements vary by entity type: an A.Ş. permits fully foreign boards; certain regulated sectors (banking, broadcasting, mining) impose Turkish-national board minima. Tax residency of the entity is determined by place of effective management (Yönetim Merkezi), independent of shareholder nationality. The firm coordinates Turkish operating-company structures with the client's existing cross-border holding architecture and with Turkish double-taxation treaty positions where relevant.
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