Corporate Law in Türkiye

Key areas of corporate legal practice in Türkiye include:

1. Entity Formation & Structuring: Selecting between the Joint Stock Company (Anonim Şirket - A.Ş.) and the Limited Liability Company (Limited Şirket - Ltd. Şti.), drafting customized articles of association, securing tax registrations, and managing the central electronic trade registry filing via MERSİS.
2. Corporate Governance & Statutory Housekeeping: Organising annual and extraordinary General Assembly (Genel Kurul) meetings, drafting Board of Directors (Yönetim Kurulu) resolutions, establishing internal management directives (iç yönerge), and handling signature circulars (imza sirküleri).
3. Director & Manager Liability: Advising board members on the duty to perform their tasks with the care of a prudent manager and to protect the company’s interests in good faith (TCC Art. 369), on liability for culpable breach of statutory and articles-based duties (TCC Art. 553), on the general assembly’s release (ibra) resolutions, and on the personal exposure of legal representatives for unpaid public receivables and taxes under Law No. 6183 and Tax Procedure Law No. 213.
4. Commercial Contracts & Operational Compliance: Drafting bilingual commercial contracts under Turkish Code of Obligations No. 6098, coordinating mandatory tax compliance in Turkey, auditing workforce structuring and employment arrangements, and implementing data handling under personal data protection (KVKK) legislation.
5. Shareholder Agreements (SHA) & Joint Ventures: Drafting pre-emption rights (önalım), drag-along (birlikte satmaya zorlama), tag-along (birlikte satma), and deadlock-resolution clauses, alongside the statutory minority right to call a general assembly (TCC Art. 411) and the three-month action to annul general assembly resolutions (TCC Art. 445). For contested matters, see our overview of shareholder disputes and joint ventures.
6. M&A and Corporate Reorganization: Structuring equity acquisitions, asset transfers, and statutory mergers, demergers and type conversions (TCC Arts. 134-194), conducting legal due diligence, and filing merger notifications with the Turkish Competition Authority. For in-depth transactional analysis, see mergers and company acquisitions under Turkish law.

Official corporate and trade registry legislation is indexed by the Ministry of Trade’s company and trade registry portal.

• Joint Stock Company (Anonim Şirket, A.Ş.): capital is divided into shares, shareholders are liable only up to their subscribed capital, and shares can generally be transferred freely without notarization. It is the preferred vehicle for larger operations, external investment, share-based incentive plans and any plan to list on Borsa İstanbul. The minimum capital is 250,000 TL (since 1 January 2024).
• Limited Liability Company (Limited Şirket, Ltd. Şti.): a simpler, lower-cost structure with one or more members who are not liable for company debts beyond their capital contribution and any additional contributions in the articles (TCC Art. 573), subject to their pro rata liability for uncollectable public receivables under Law No. 6183, Art. 35. Share transfers require a written agreement with notarised signatures, general assembly approval unless the articles provide otherwise (TCC Art. 595) and registration (TCC Art. 598), which keeps the shareholder base stable but makes exits slower. The minimum capital is 50,000 TL (since 1 January 2024).

The Code also permits collective (kollektif) and commandite (komandit) partnerships, where one or more partners bear unlimited liability. These are rarely chosen by foreign investors precisely because they lack limited-liability protection.

What this means for you

If you plan to raise capital, admit investors, grant shares to key staff or eventually list, start with an A.Ş. even though it costs a little more to run. If you are opening a lean local trading or service entity that you will own alone or with one partner, the Ltd. Şti. is usually the pragmatic choice. Converting from one form to the other later is possible but adds cost and time, so it is worth choosing correctly at the outset.

The formation process, step by step

Formation runs through the relevant Trade Registry (Ticaret Sicili) and typically follows a clear sequence:

1. Reserve the trade name and prepare the articles of association, tailored to your governance and shareholder needs.
2. Obtain tax numbers for foreign shareholders and directors, and notarize or apostille foreign documents (passports, board resolutions of a corporate shareholder, powers of attorney).
3. Register through MERSIS (the central trade registry system) and file at the Trade Registry.
4. Deposit capital as required, obtain the company tax number, e-signature and signature circular, and open a corporate bank account.

Under Law No. 4875 foreign and domestic investors are treated equally, so companies can be wholly foreign-owned in most sectors. In practice, the single biggest source of delay is the legalisation of documents issued abroad, so begin apostilles and sworn translations before anything else.

Choosing the wrong company form is one of the most expensive early mistakes a foreign investor makes: switching later means new registrations, fresh capital rules and lost time. Decide with your five-year plan in mind, not just this year’s budget.

Some activities cannot begin on registration alone; a facility admitting patients from abroad, for example, must first hold the permission examined in the international health tourism authorisation certificate.

Management

• In an A.Ş., a board of directors (yönetim kurulu) manages and represents the company. A single-member board is permitted, and directors need not be shareholders or Turkish residents. A legal entity can sit on the board through a designated real person.
• In a Ltd. Şti., one or more managers (müdürler) run the company; managers may be members or third parties, but at least one member must hold management rights and representation authority (TCC Art. 623).

Directors and managers owe statutory duties of care and loyalty, must avoid conflicts of interest, and can face personal liability for breaches, unpaid public debts, unremitted tax and social-security contributions, and certain insolvency-related failures. This personal exposure is a real risk for foreign directors who delegate day-to-day compliance, so reporting lines and indemnities should be defined from day one.

Shareholder Rights

The Code protects both majority and minority shareholders. Key rights include:

• Voting at the general assembly (genel kurul) on core matters such as accounts, board election, capital changes, mergers and amendments to the articles;
• Receiving dividends and a share of any liquidation surplus;
• Information and inspection rights, and the ability to request a special audit into suspected irregularities;
• Minority protections: shareholders holding a defined percentage (generally 10%, or 5% in listed companies) can, for example, call a general assembly, add items to the agenda or move to postpone financial statements.

When one of these rights is denied in practice (a dividend withheld year after year, a general assembly that cannot be convened, information refused), the remedies and their deadlines are set out in our guide to shareholder rights in Türkiye and minority protection under the Commercial Code.

Well-drafted shareholder agreements and tailored articles of association reduce deadlock and dispute risk, particularly in joint ventures. Standard clauses cover reserved matters requiring a supermajority, tag-along and drag-along rights, pre-emption on new shares, exit and buy-out mechanics, and how to break a 50/50 deadlock before it paralyses the business.

In practice, foreign parent companies should also decide early who will hold signature authority in Türkiye and how it will be limited. A carefully scoped signature circular and internal approval matrix prevent a local manager from binding the company beyond the mandate, and they are the first documents a Turkish bank or counterparty will ask to see.

A typical deal moves through three phases:

• Due diligence: a legal and financial review of the target’s title, share ledger, contracts, litigation, employment, tax and regulatory standing, designed to surface hidden liabilities before you are bound;
• Negotiation and documentation: agreeing price, structure, conditions precedent, and the warranties and indemnities that allocate risk in the share purchase agreement, alongside any shareholder or escrow arrangements;
• Closing and post-closing: satisfying conditions (including competition clearance where required), transferring shares or assets, registering the changes, and integrating operations, reporting and compliance.

For sellers, the same discipline applies in reverse: clean corporate records, resolved disputes and organised contracts materially raise value and shorten the process. We also advise on exit through trade sales, secondary sales and orderly winding-up. Where no such exit can be agreed because the shareholders are locked against one another, the Commercial Code supplies court routes instead (withdrawal, expulsion and dissolution for just cause, with payment of the real value of the share), which are set out on our shareholder exit, expulsion and dissolution page.

Where the exit is a closure rather than a sale, the questions arising on and after deletion from the registry are handled under company exit and post-closure reinstatement. The closure itself follows a statutory timetable: creditors are called by three notices a week apart (TCC Art. 541), the remaining assets cannot be distributed until three months have passed since the third call (TCC Art. 543), and the company is then deleted from the registry.

• Corporate Shareholder Disputes & Joint Ventures: Minority protections (TCC 411), General Assembly annulment (TCC 445), and board liability (TCC 553).
• Company & Business Formation: Setting up Turkish Joint Stock (A.Ş.) and Limited (Ltd. Şti.) companies for foreign investors.
• Mergers & Acquisitions (M&A): Cross-border due diligence, SPA drafting, and Competition Authority merger filings.
• Legal Matters in Istanbul for Foreign Clients and Companies: Bilingual corporate governance, MERSİS compliance, and commercial court representation.