Corporate Law

In our work in this field, the provisions of the relevant legislation, foremost among them the Turkish Commercial Code No. 6102, are taken as the basis. Taking into account the company's field of activity, ownership structure, commercial objectives, and the legal risks that may arise in the future, a legal roadmap suited to the client is established.

Within the scope of corporate law, the conduct of incorporation procedures for joint-stock and limited liability companies, the preparation of company articles of association, and the monitoring of registration and announcement processes before the trade registry are among our services. At the incorporation stage, the correct determination of the company type, the establishment of the capital structure, and the clear regulation of the rights and obligations of the shareholders are of importance in terms of preventing disputes that may arise in the future.

For existing companies, we provide legal support in amendments to the articles of association, capital increases and reductions, share transfers, changes relating to members of the board of directors or company managers, signature authorities, regulations concerning representation and binding authority, and transactions requiring registration with the trade registry.

In company mergers, demergers, conversions, share transfer processes, and restructuring efforts, it is likewise necessary to act in accordance with the procedural and formal requirements stipulated by the Turkish Commercial Code. In these processes, it is important not only to complete the transaction but also to assess the liability and dispute risks that may arise in the future.

The preparation of shareholders' agreements, protocols between shareholders, investment agreements, and documents regulating the principles of internal company management is also within our field of work. Such documents contribute to the conduct of the ownership relationship in a more predictable, balanced, and sustainable manner.

Among the matters most frequently encountered in practice in corporate law are the preparation of general assembly and board of directors resolutions, the holding of meetings in accordance with proper procedure, and the assessment of the legal validity of the resolutions adopted. Disputes may arise where the meeting notice is not made in accordance with procedure, where the quorums for meetings and resolutions are not met, or where the resolutions are contrary to the law, the articles of association, or the principle of good faith.

Matters such as the impairment of the relationship of trust among shareholders, disagreements arising from share transfers, participation in the management of the company, the distribution of dividends, the right to obtain information and to examine, the protection of minority shareholders, and the use of company resources also frequently require legal assessment.

The annulment of general assembly resolutions, the liability of members of the board of directors or managers, the protection of the company's rights, withdrawal from or exclusion from the partnership, dissolution for just cause, and liquidation processes are also important categories of dispute addressed within the scope of corporate law.

The process in the field of corporate law begins, first of all, with the assessment of the company's current situation, its ownership structure, and the legal nature of the transaction intended to be carried out. At this stage, the articles of association, trade registry records, general assembly and board of directors resolutions, the share ledger, agreements between shareholders, and other relevant documents are examined.

Depending on the nature of the transaction to be carried out, the necessary resolution texts, meeting notices, amendments to the articles of association, share transfer documents, and signature and representation arrangements are prepared. For transactions subject to registration, the application and follow-up processes before the trade registry directorate are conducted.

In cases where a dispute exists, negotiation and resolution avenues are first assessed with the aim of ensuring that the company's commercial activities are not harmed and that the ownership relationship is preserved as far as possible. Where a resolution cannot be achieved, depending on the nature of the specific case, recourse is had to litigation, an interim injunction, a liability claim, the annulment of a resolution, or other legal remedies.

At every stage, the aim is to ensure the legal security of the company, to preserve the balance of rights among the shareholders, and to contribute to the conclusion of transactions in compliance with the legislation. The client is kept regularly informed about the progress of the process, the potential risks, and the legal avenues that may be pursued.