Companies Law and Commercial Law Consultancy in Turkey

Yes, foreign real and legal persons can freely establish companies in Turkey. The condition of reciprocity is not required. Foreigners can establish limited liability or joint stock companies with 100% capital. Required documents: Passport, residence certificate (if any), notarized signature declaration. All foreign documents must be apostilled and translated into Turkish with notary approval. The process is similar to the process applicable to Turkish citizens: Application to the Trade Registry Directorate, the company agreement is notarized, capital is deposited into a bank account in Turkey, registration and announcement are made. It takes an average of 2-4 weeks. There may be restrictions or special permits required in some sectors (such as military industry, media, aviation).

The choice of company type depends on the size of the business, capital structure, and goals. Limited Liability Company (LLC): Minimum capital 10,000 TL, can be established with at least 1 partner, simpler structure, ideal for SMEs, managed by a manager or board of managers, partners' liability is limited to the capital. Joint Stock Company (JSC): Minimum capital 50,000 TL, at least 1 partner, board of directors mandatory, can go public, suitable for large-scale enterprises, independent audit may be mandatory. Advantages: LLC is faster to establish and has lower operating costs. JSC appears more prestigious, suitable for attracting investors and going public. The decision should be made based on the nature of the business, capital needs, number of partners, and future plans. Seeking consultancy is recommended.

A partnership agreement is not legally mandatory, but it is strongly recommended. The company's articles of association (LLC agreement or JSC articles of association) is the official notarized and registered document containing the company's basic rules. A partnership agreement, on the other hand, is a private contract signed between the partners, generally not registered, and binding between the partners. Benefits of a partnership agreement: It regulates the rights and obligations of partners in detail, determines rules for participation in management, profit distribution, share transfer, includes special provisions such as veto rights, right of first refusal, tag-along/drag-along rights, prevents disputes or determines resolution methods (mediation, arbitration). Preparing a partnership agreement is especially important in companies with more than one partner, with large capital, or with foreign partners. A well-prepared partnership agreement prevents future problems.

Shareholder disputes are disagreements between partners regarding management, financial decisions, or share transfers. Resolution methods: (1) Negotiation: Partners try to reach an agreement by direct discussion, the fastest and lowest cost method. (2) Mediation: A solution is sought through a neutral mediator, ensures confidentiality, faster than court. (3) Arbitration: If there is an arbitration clause in the partnership agreement, resolution before a private arbitral tribunal, decisions are binding, advantage of confidentiality and expertise. (4) Lawsuit: Lawsuit for annulment of general assembly decisions (decisions contrary to law/articles of association), lawsuits for the protection of minority rights, liability lawsuit against the board of directors/managers, lawsuit for dissolution based on just cause (if the continuation of the partnership has become unbearable). Preventive measures: Well-prepared partnership agreement, regular communication, transparent management, professional consultancy. Obtaining legal support before a dispute arises prevents the problem from escalating.

A company merger is the combination of two or more companies into a single company. Two types of mergers: (1) By acquisition: One company acquires another, the acquiring company continues its existence, the acquired ceases to exist. (2) By formation of a new company: Both companies cease to exist, a new company is established. Procedure: The management bodies of the companies prepare a merger agreement, a merger report is written, an independent auditor's report is obtained (if required), approval is obtained from the general assembly of both companies (at least 2/3 majority), the creditors' objection period (60 days) is awaited, if there are objections, collateral is provided, an application is made to the Trade Registry for registration, the merger takes effect upon registration. The process takes an average of 3-6 months. Obtaining legal and financial consultancy is mandatory. Issues such as tax consequences, labor law effects (transfer of employees), transfer of receivables and debts must be carefully examined.

Companies law consultancy fees vary depending on the scope, complexity, and duration of the work. Types of services and pricing: (1) Company formation: Fixed fee or package service. A simple LLC with Turkish partners has a lower fee, while a foreign capital or complex structure has a higher fee. (2) Preparing a partnership agreement: Variable depending on the complexity of the agreement and the number of partners. From standard agreements to those containing special provisions. (3) General legal consultancy: Monthly or annual fixed fee (retainer), package service according to the company's needs. (4) Litigation and dispute resolution: Hourly fee or a combination of success fee, depending on the subject and value of the case. (5) Mergers, acquisitions, due diligence: Project-based pricing, according to the size of the transaction. The initial meeting is usually free or for a nominal fee, needs are listened to, and estimated cost information is provided. The fee and scope of services are clarified with a written attorney agreement. In line with the principle of transparency, all expenses are disclosed upfront.