Corporate Law

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

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.