Corporate Lawyer
Corporate Law
Conducting every corporate process lawfully — from company formation and general assembly procedures to share transfers and shareholder disputes — prevents both the risk of criminal liability and the cost of partnership conflicts.
Corporate law governs the entire life cycle of your business, from formation to liquidation. Structuring the articles of association and the ownership framework correctly at the outset is the most effective insurance against future shareholder disputes. Our office advises on the formation of joint-stock and limited liability companies, amendments to articles of association, capital increases, general assembly and board of directors procedures, share transfers, shareholders' agreements, and merger and acquisition (M&A) transactions; we represent clients in actions for the expulsion of shareholders, company dissolution, and liability claims.
Choosing the company type and the formation process
Under the Turkish Commercial Code No. 6102 (TTK), both joint-stock and limited liability companies can be formed even with a single shareholder. The choice of type should be made by weighing together the minimum capital, the ease of share transfer, the shareholders' liability for public debts, and the tax consequences. Formation is completed by registering the articles of association, prepared through MERSİS (the central registry system), with the trade registry directorate; what really matters, however, is writing provisions specific to the partnership relationship (share transfer restrictions, dividend policy, management structure, voting rights) into the articles from the start, instead of using the boilerplate template. For foreign-capital formations, additional notification obligations and, depending on the field of activity, permit and license requirements are also built into the formation plan. Our experience is this: the few hours of care devoted to the articles of association at formation render most partnership lawsuits, years later, unnecessary.
Articles of association and the shareholders' agreement (SHA)
The articles of association are a publicly accessible registry record; they are often insufficient to regulate the shareholders' trade secrets and delicate balances. That gap is filled by the shareholders' agreement (SHA) signed between the partners: critical decisions requiring unanimity, share transfer restrictions (pre-emption, tag-along, and drag-along rights), dividend policy, non-compete obligations, deadlock resolution mechanisms, and exit scenarios (put/call options) are all structured in this agreement. The SHA must be drafted consistently with the articles of association; a contradiction between the two texts becomes the parties' weakest point at the moment of dispute. In family companies, generational succession planning and provisions for professionalizing management are handled within the same framework. A well-constructed SHA is both the partnership's marriage contract and its divorce protocol.
Annulment and nullity of general assembly resolutions
An action for annulment can be brought against general assembly resolutions that are contrary to the law, the articles of association, or the principle of good faith (TTK Art. 445): a shareholder who attended the meeting and had their dissent recorded in the minutes has standing to sue, as does — in cases such as an irregular call to the meeting — a shareholder who did not attend. The annulment action must be filed within a preclusive period of 3 months from the date of the resolution, before the commercial court of first instance at the company's seat. Resolutions contrary to mandatory provisions, and in particular to shareholders' inalienable rights, can be challenged for nullity without any time limit (TTK Art. 447). In practice, these cases arise from majority-minority tensions such as dilution of shareholding ratios through capital increases, the entrenchment of no-dividend resolutions, and disproportionate delegations of authority to the board. Having the dissent recorded in due form requires special attention, as it is a precondition of the action.
Withdrawal, expulsion, and dissolution for just cause
When the partnership relationship becomes intolerable, the law provides different exit doors for each company type. In a limited liability company, a shareholder may ask the court for leave to withdraw on the grounds set out in the articles of association or where just cause exists (TTK Art. 638); the company may likewise ask the court to expel a shareholder for just cause (TTK Art. 640). The withdrawing or expelled shareholder is paid a severance value based on the real value of their share — determining that value is the real battleground in practice. In a joint-stock company, the minority (shareholders representing at least one tenth of the capital in closely held companies) may ask the court to dissolve the company for just cause; instead of dissolution, the court may order that the claimant's shares be purchased at their real value or adopt another solution appropriate to the situation (TTK Art. 531). In these cases, the company valuation expert's report directly determines the outcome.
Share transfers: different regimes by company type
Share transfers work entirely differently in the two company types. In a limited liability company, the transfer of a capital share requires a written transfer agreement notarized by a notary, the approval of the shareholders' general assembly unless the articles provide otherwise, and registration with the trade registry (TTK Art. 595) — skipping any of these steps can invalidate the transfer. In a joint-stock company, the transfer of registered shares is, as a rule, free; restrictions through the articles of association (transfer-restriction clauses) are possible. For the transfer of bearer share certificates, in addition to the transfer of possession, notification to the Central Securities Depository (MKK) has been made mandatory; unreported transfers block the exercise of shareholder rights. Before any transfer, examining the company's financial statements, hidden liabilities, and pending lawsuits (due diligence) and securing the payment of the transfer price are equally important for buyer and seller.
Directors' liability, including for public debts
Board members and limited liability company managers are liable to the company, the shareholders, and the company's creditors for damage caused by culpable breach of their duties arising from the law and the articles of association (TTK Art. 553). In limiting liability, the allocation and delegation of duties is an important line of defense. The lesser-known and more dangerous front is public debts: legal representatives (managers, board members) can be held personally liable, with their private assets, for tax and social security (SGK) debts that cannot be collected from the company; in a limited liability company, shareholders can also be pursued for these debts in proportion to their capital shares (Law No. 6183, repeated Art. 35 and Art. 35). Accepting appointment as a 'paper manager' without actually participating in management is therefore a serious personal risk; acceptance of office and resignation must be correctly reflected in the registry.
Mergers, demergers, and acquisitions (M&A)
Company mergers and acquisitions are subject to the strict procedure regulated in TTK Art. 134 et seq.: the merger agreement and report, an interim balance sheet, general assembly approvals, and creditor protection mechanisms are mandatory steps of the process. In practice, transactions begin with a letter of intent and a confidentiality agreement, continue with legal and financial due diligence, and conclude with the negotiation of the share transfer or asset transfer agreement and the fulfillment of closing conditions (prior permits and, where the thresholds are exceeded, competition authority clearance). The seller's representations and warranties, and the indemnification mechanism applying if they are breached, are the most heavily negotiated part of the agreement. Even in SME-scale transfers, neglecting side issues such as tax planning and the transfer of employees can produce heavy post-closing surprises.
A process note for businesses in our region
Esenyurt, Beylikdüzü, and Büyükçekmece have a dense SME fabric stretching from manufacturing workshops and logistics firms to construction companies and family businesses, and a significant part of our corporate law practice grows out of these businesses' needs. Company formation and amendment filings are handled before the Istanbul Trade Registry Directorate; lawsuits over shareholder disputes are heard by the commercial courts of first instance determined by the company's seat. The typical files in the region are dividend and management disputes in two- or three-shareholder family companies, share transfer tensions between siblings, and retirement and generational succession planning. Under our monthly retainer model, the general assembly calendar, registry filings, and contract renewals are tracked from a single desk, so the business meets its legal obligations without disrupting its daily workflow.
The most common mistakes in partnership relations
The mistakes we encounter most often are these: forming the company with boilerplate articles of association and never writing down the balances between the shareholders; leaving dividends off the agenda for years and effectively depriving the minority shareholder of income (the most common ground for just-cause actions); holding general assembly meetings 'as a family' without a duly issued call; mixing the company's till with the shareholders' personal expenses and letting the shareholders' current account grow without documentation; and forgetting to terminate, in the registry, the manager status of a shareholder who has de facto left. The common consequence of these mistakes is that when the dispute erupts, the parties have nothing in writing to rely on. Recording internal company decisions in regular minutes and running an annual corporate health check prevents nearly this entire picture.
Example scenario — a majority shareholder who never distributes profits
(The following example is fictional, constructed to illustrate a common case type; it does not refer to any actual client or case.) A limited liability company shareholder holding thirty percent approaches us, stating that the company has been profitable for years but the majority shareholder never lets a dividend resolution pass, and that they have been completely excluded from management. In the file, the company records and general assembly minutes are examined first; a written application is made to exercise the right to information and inspection. The strategy is then built on two options: an action for the annulment of the general assembly resolutions, and — where the exclusion has become entrenched — an action to withdraw for just cause with collection of the severance value calculated over the real value. This scenario shows how a minority shareholder's rights become usable step by step through disciplined document gathering.
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Services We Provide in This Area
- Formation of joint-stock and limited liability companies
- Drafting and amending articles of association
- Conducting general assembly and board of directors processes
- Share transfers and shareholders' agreements (SHA)
- Merger, demerger, and acquisition (M&A) advisory
- Shareholder disputes, withdrawal, and expulsion from the company
- Actions for annulment and nullity of general assembly resolutions
- Civil and criminal liability of directors and shareholders
- Ongoing (monthly retainer) corporate legal advisory
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