Tel: +90 532 522 55 30
Corporate Law and Commercial Legal Services in Fethiye & Muğla, Turkey
Corporate law is the foundation of commercial life and covers a broad legal framework extending from business establishment to liquidation. In Fethiye, Muğla, and surrounding regions, with the development of tourism, real estate, and service sectors, demand for limited liability company (LLC) and joint stock company (JSC) formations is increasing. Particularly for foreign investors, the company formation process in Turkey must be meticulously managed within the framework of the Turkish Commercial Code and Foreign Capital Legislation.
Our law office, registered with the Muğla Bar Association (Registration No: 1704), manages company formation, partnership agreements, shareholder disputes, and corporate merger and transfer transactions in Fethiye and Muğla region with 21 years of legal experience in Turkish, English, Russian, and French. For both domestic and foreign clients, we provide comprehensive legal support from company establishment to tax optimization, from commercial registry procedures to partnership disputes.
Our law office, registered with the Muğla Bar Association (Registration No: 1704), manages company formation, partnership agreements, shareholder disputes, and corporate merger and transfer transactions in Fethiye and Muğla region with 21 years of legal experience in Turkish, English, Russian, and French. For both domestic and foreign clients, we provide comprehensive legal support from company establishment to tax optimization, from commercial registry procedures to partnership disputes.
Limited Liability Company (LLC) Formation
The Limited Liability Company (Ltd. Şti./LLC) is the most common company type in Turkey, particularly preferred for small and medium-sized enterprises. In LLCs, partners' liability is limited to their capital contributions.
LLC Formation Stages:
LLC Formation Stages:
- Determination of company name and scope of activity
- Preparation of articles of association (bylaws)
- Application to Commercial Registry Office
- Tax office registration and obtaining tax certificate
- Social Security Institution employer registration
- Business license and operating permit
- Minimum capital: 50,000 TL (2025 current rate)
- At least one partner required (single-partner LLC possible)
- Partners can be Turkish citizens or foreigners
- Apostille and translation requirements for foreign partners
- Preparation of company articles of association
- Management of commercial registry procedures
- Completion of tax and social security registration processes
- Signature circular and bank account opening procedures
- Management of legal obligations after company formation
Joint Stock Company (JSC) Formation
The Joint Stock Company (A.Ş./JSC) is the preferred company type particularly for large-scale investments and businesses planning to go public. It has capital represented by shares and partners' liability is limited to capital.
JSC Characteristics:
JSC Characteristics:
- Minimum capital: 250,000 TL (2025 current rate)
- At least one founding partner required
- Board of directors formation mandatory
- Auditor appointment required
- General assembly meetings must be held regularly
- Preparation and notarization of articles of association
- Payment of 25% of capital (cash capital)
- Commercial registry registration procedures
- Publication in Turkey Trade Registry Gazette
- Preparation of JSC articles of association
- Board of directors and auditor appointment procedures
- Preparation of general assembly meeting minutes
- Management of share transfer procedures
- Corporate governance principles compliance consultancy
Company Formation for Foreigners and Foreign Investment
For foreign investors wishing to operate in tourism and real estate sectors in Fethiye region, company formation is a strategic step.
Conditions for Foreigners Establishing Companies in Turkey:
Conditions for Foreigners Establishing Companies in Turkey:
- Reciprocity principle (satisfied for most EU countries and USA)
- Passport copy and apostille for foreign partners
- Notarized signature declaration
- Obtaining tax identification number in Turkey
- Foreign partners can own 100% shares
- British, Russian, German, French citizens can freely establish companies
- Foreign capital restrictions exist in some sectors (media, aviation)
- Company formation to obtain residence permit
- E-residence application and work permit consultancy
- 100% foreign ownership permitted in most sectors
- No restrictions on profit repatriation
- Access to Turkey-EU Customs Union advantages
- Strategic location between Europe, Middle East, and Asia
- Growing tourism and real estate market in Fethiye/Muğla region
- Company formation consultancy for foreign investors
- Apostille and translation of all documents
- Tax registration and social security registration
- Support in residence permit application processes
- Post-company formation operational legal support
Partnership Agreements and Shareholder Agreements
Partnership agreements are fundamental documents regulating rights and obligations between company partners. Particularly in multi-partner companies, preparing a detailed partnership agreement is critically important to prevent future disputes.
Elements Required in Partnership Agreement:
Common Provisions:
Elements Required in Partnership Agreement:
- Partners' share ratios and capital commitments
- Management authority and representation (manager, board of directors)
- Profit distribution and dividend policy
- Share transfer conditions and pre-emption rights
- Dispute resolution mechanisms (arbitration, mediation)
- Conditions for withdrawal and removal from company
Common Provisions:
- Voting rights and decision-making procedures
- Non-compete and confidentiality clauses
- Drag-along and tag-along rights
- Exit strategies and buyout provisions
- Deadlock resolution mechanisms
- Preparation of partnership and shareholder agreements
- Review and revision of existing agreements
- Share transfer agreements
- Resolution of pre-emption right disputes
- Mediation in disputes between partners
Shareholder Disputes and Resolution Methods
Conflicts of interest and disputes can occasionally arise between company partners. These situations can negatively affect the company's operations and may require legal intervention.
Common Disputes:
Common Disputes:
- Objections to management decisions
- Disagreements on profit distribution
- Share transfer requests and refusals
- Blocking access to company information and documents
- Non-compete clause violations
- Annulment of General Assembly Decisions: Unlawful general assembly decisions can be challenged within 3 months
- Minority Rights: Partners with 10% or more shares have special rights
- Exit and Expulsion from Company: Exit from partnership or expulsion of other partner for justified reasons
- Company Manager Liability: Compensation for faulty actions of manager or board members
- Legal consultancy in shareholder disputes
- Annulment lawsuits for general assembly decisions
- Exit and expulsion lawsuits from company
- Manager liability lawsuits
- Alternative dispute resolution (mediation, arbitration)
Corporate Mergers, Acquisitions, and Liquidation
Corporate mergers, acquisitions, and liquidation processes are among the most complex areas of corporate law and require detailed legal procedures.
Corporate Merger: The combination of two or more companies under a single company. Merger types:
Liquidation Process:
Corporate Merger: The combination of two or more companies under a single company. Merger types:
- Merger by acquisition: One company acquires another
- Merger by new formation: Two companies terminate, new company established
- Share transfer: Sale of partnership shares to third parties
- Business transfer: Transfer of company with all assets and liabilities
- Tax dimension: VAT, stamp duty, withholding calculations
- Financial statement review
- Legal compliance audit
- Pending litigation assessment
- Asset and liability verification
- Employment contract review
- Intellectual property audit
Liquidation Process:
- General assembly decision for liquidation
- Appointment of liquidators
- Collection of receivables, payment of debts
- Distribution of remaining assets to partners
- Deregistration from commercial registry
- Preparation of corporate merger agreements
- Share and business transfer contracts
- Due diligence consultancy
- Management of liquidation procedures
- Tax optimization and legal compliance
Commercial Registry Procedures
The commercial registry is the official registry where companies are registered and their commercial activities are recorded. Every change related to the company must be registered and announced in the commercial registry.
Procedures Requiring Registration:
Our Services:
Procedures Requiring Registration:
- Company formation
- Articles of association amendments
- Company name and address changes
- Capital increase or decrease
- Manager or board of directors changes
- Corporate merger, transfer, division
- Company liquidation
Our Services:
- Management of all commercial registry registration and publication procedures
- Preparation of articles of association amendments
- Capital increase and decrease procedures
- Manager and board of directors change notifications
- Electronic commercial registry (MERSIS) procedures
Corporate Tax Consultation and Compliance
Proper management of companies' tax obligations is critically important both financially and for legal compliance.
Basic Taxes:
Basic Taxes:
- Corporate Tax: 25% on company profit (2025 rate)
- VAT: 1%, 10%, 20% on goods and services deliveries
- Stamp Duty: On contracts and documents
- Income Withholding: Deduction from payments made to employees
- Investment incentive certificate advantages
- R&D and innovation supports
- Regional investment incentives (special regulations for Muğla)
- VAT refund processes
- Double taxation treaty utilization
- Transfer pricing compliance
- Permanent establishment considerations
- Dividend repatriation optimization
- Corporate tax structuring and optimization
- Annual declaration and financial statement preparation
- Representation in tax audits and disputes
- Investment incentive applications
- Transfer pricing consultancy
Branch and Liaison Office Opening
Foreign companies can open branches or liaison offices in Turkey instead of establishing a company directly.
Branch Opening:
Branch Opening:
- Operates as extension of main company in Turkey
- Can engage in commercial activities
- Becomes taxpayer and pays corporate tax
- Full commercial capabilities
- Can only engage in promotional and research activities
- Cannot engage in commercial activities
- Limited tax liability
- Market research and representation only
- Apostilled documents from parent company
- Turkish translations of all documents
- Commercial registry registration
- Tax registration
- Annual reporting obligations
- Branch and liaison office opening procedures
- Translation and certification of foreign company documents
- Commercial registry registration processes
- Management of legal obligations
Corporate Compliance and Regulatory Affairs
Maintaining ongoing legal compliance is essential for corporate operations in Turkey.
Key Compliance Areas:
Key Compliance Areas:
- Data Protection (KVKK): Turkey's GDPR-equivalent legislation
- Anti-Money Laundering (AML): Compliance with MASAK regulations
- Employment Law: Labor contracts, social security, termination procedures
- Competition Law: Merger notifications, antitrust compliance
- Consumer Protection: E-commerce, distance selling regulations
- General assembly meetings
- Annual financial statement preparation
- Tax declarations and payments
- Social security premium payments
- Commercial registry annual notifications
- Comprehensive compliance audit
- Data protection policy preparation
- Employment contract templates
- Regulatory change monitoring
- Crisis management and legal risk mitigation
Why Choose Atty. Thomas Andreas Di Constantinople?
- 21 years of legal experience, last 10 years in Fethiye/Muğla region
- Service in 4 languages: Turkish, English, Russian, French
- Specialized company formation consultancy for foreign investors
- Comprehensive commercial registry and tax process management
- Experienced resolution in shareholder disputes
- Muğla Bar Association Registration 1704 for reliable service
- International business law expertise