Your Company is not just a Commercial Structure, but a Living Organism that Rises on Strategic Legal Foundations.
We don't just set up a company for you; we determine the type of company (A.Ş., Ltd.) that best suits your vision, and prepare a tailor-made articles of association that clearly regulates the relationship between partners, profit distribution and authorizations, preventing possible future disputes from the very beginning.
Do you need to ensure the legal validity of board resolutions or duly organize general assembly meetings? We manage the entire process for you and prevent possible annulment lawsuits by providing legal assurance at every step, from keeping decision books to organizing meetings.
Is a dispute between partners threatening the future of your company? Using not only litigation but also creative solutions such as mediation, share transfer or restructuring, we design a strategic way out that preserves the value of the company and is fair to all parties.
Are you planning to acquire another company or bring an investor into your company? We conduct a detailed due diligence of the target company, identifying all legal, financial and operational risks, and prepare merger or acquisition agreements in a way that protects your interests.
- The problem
Our client was locked out of a successful manufacturing company in which he was a 50% partner due to a deep disagreement with the other partner. No decisions could be taken by the board of directors, the company was unable to make new investments and was drifting towards bankruptcy. The other partner claimed that there was no other way out but to liquidate the company.
1 - Strategy
Instead of filing for direct liquidation, we focused on preserving the real value of the company. First, we asked the court to appoint a temporary trustee to ensure the continuation of operations. Then, instead of a standard share sale offer to the other partner, we presented a creative restructuring plan that involved "splitting" the company into two different business lines, with each partner taking the business line in their area of expertise and moving on.
2 - Conclusion
As a result of the negotiations, the strategic spin-off plan we presented was accepted. The company was split into two separate healthy entities and saved from liquidation. Our client continued its operations with record growth as the sole owner of the most profitable part of the company. This victory was more than winning a lawsuit, it was about saving and growing a commercial asset with a strategic approach.
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- Answer: The main differences are in capital structure, shareholder liability and ease of share transfer. While A.Ş.'s are larger structures and suitable for public offering, the liability of the partners is only for their capital shares. In Ltd. Sti. shareholders can also be liable for the public debts of the company with their personal assets and share transfer requires notarization.
- Answer: Members of the board of directors are obliged to fulfill their duties as a "prudent business person". They may be personally liable for damages incurred by the company as a result of breach of this duty of care.
- Answer: Prior to a merger or acquisition, it is a detailed analysis process in which all legal records, contracts, litigation and liabilities of the target company are examined to identify potential risks.
- Answer: Yes. The articles of association of the company may be amended by a resolution of the general assembly, in which the quorum specified in the law shall be met. The amendment must be registered and announced in the trade registry.