Corporate Law

Company formation and articles of association

Companies are incorporated online through the MERSİS system and registered with the trade registry. Foreign individuals and companies may be sole shareholders; they need a Turkish tax number, and their identity or corporate documents must be apostilled and translated by a sworn translator. A bank account for the capital contribution and a registered office address in Türkiye are also required.

The minimum capital is TRY 250,000 for a joint stock company and TRY 50,000 for a limited company. Existing companies with lower capital must increase it by 31 December 2026, failing which they may be deemed dissolved.

Share transfers and shareholding structure

In a limited company, a share transfer must be made in writing with notarised signatures and, unless the articles provide otherwise, approved by the general assembly before it is registered. In a joint stock company, registered shares are transferred by endorsement and delivery, subject to any transfer restrictions in the articles.

Before buying into a company, a legal due diligence of its tax, social security and commercial liabilities — and warranty and indemnity clauses in the purchase agreement — protect the buyer against unpleasant surprises.

General assembly and board resolutions

The ordinary general assembly must meet within three months of the end of each financial year. Shareholders who voted against and had their objection minuted, or who were wrongfully prevented from attending, may file an annulment action within three months of the resolution (Turkish Commercial Code, Articles 445–446). Resolutions that strip shareholders of inalienable rights are null and void and can be challenged at any time.

Withdrawal and exclusion of shareholders

A partner in a limited company may withdraw if the articles allow it, or ask the court for permission to withdraw for just cause; the company may also exclude a partner on grounds set out in the articles or for just cause. In both cases the departing partner is entitled to the real value of their shares. Minority shareholders in joint stock companies have rights to information, special audit and, in serious cases, dissolution for just cause.

Mergers, demergers and conversions

Companies may merge, demerge or convert into another type (for example from a limited into a joint stock company). Transactions above the turnover thresholds set by the Competition Board require clearance before closing; see merger control.

Liquidation and deregistration

After a dissolution resolution, liquidators call creditors by three announcements in the Trade Registry Gazette; assets cannot be distributed to shareholders until one year has passed since the last announcement. Once debts are paid, the company is struck off. If an asset or a pending matter surfaces later, the company can be revived by court order.

Associations and foundations

An association is founded by at least seven persons with a charter filed with the provincial directorate; a foundation is created by dedicating assets to a purpose through an official deed or a will and registered by court decision. We assist with founding documents, general assemblies, membership disputes and supervisory procedures.