Commercial & Corporate Law

Selecting an operating entity in Turkey, principally between an Anonim Şirket (A.Ş.) and a Limited Şirket (Ltd. Şti.), determines shareholder tax exposure, public debt liability mechanisms, and capital transfer agility. Under Foreign Direct Investment Law No. 4875, foreign investors enjoy full national treatment, enabling 100% foreign-owned single-shareholder corporate structures.

Limited company shareholders are generally not liable for ordinary company debts under the Turkish Commercial Code. However, under Law No. 6183, they may be directly liable for public receivables that cannot be collected from the company, limited to their capital share ratio. Joint and several liability may arise in specific share-transfer or period-based public debt scenarios. Share transfers in joint stock companies may offer significant tax advantages, particularly where share certificates of a fully liable Turkish corporation are held for more than two years, subject to the conditions of the Income Tax Law and the taxpayer’s status.

Our corporate department develops case-specific legal strategies for end-to-end setups: Central Registry (MERSİS) filings, tailored Articles of Association embodying corporate governance standards, Competition Authority statutory levies, and sworn legalization of foreign corporate parent entities. Read our guide: "Foreign Investors Guide: Company Formation & Investment Incentives in Turkey".

Corporations deploying capital in Turkey can secure immense fiscal advantages via Investment Incentive Certificates (YTB) granted by the Ministry of Industry and Technology. The system spans general, regional, priority, and strategic investment frameworks.

Under regional schemes, Turkey is mapped into 6 incentive zones. Depending on location, investments qualify for VAT exemptions, customs duty waivers on machinery imports, substantial corporate income tax reductions, employer social security premium subsidies, and interest/profit-share support. Our firm handles technical feasibility drafting through final completion audits.

While registered Articles of Association govern public-facing statutory affairs, the private Shareholder Agreement (SHA) dictates actual commercial power distribution, veto thresholds, and exit covenants. Under Turkish corporate law, an expertly crafted SHA establishes legally enforceable transfer restrictions and operational covenants.

Our lawyers structure robust Tag-Along minority protection clauses, Drag-Along liquidity enforcement rights, pre-emptive option rights, and Deadlock resolution mechanisms (e.g., Russian Roulette, Texas Shootout, or valuation-based call options).

Confidential governance stipulations, including liquidated damages covenants, non-solicitation undertakings, and international arbitration provisions under the Istanbul Arbitration Centre (ISTAC) or London Court of International Arbitration (LCIA), are preserved inside the SHA.

Strategic operational decisions, including capital restructuring, significant indebtedness, real estate conveyancing, and C-level executive removals, must require super-majority voting quotas coupled with arbitration clauses.

Corporate acquisitions mandate comprehensive Legal Due Diligence to expose retroactive liabilities: historical corporate tax exposures, labor litigations, intellectual property ownership chains, and change-of-control covenants across commercial agreements.

Following the due diligence assessment, we draft customized Share Purchase Agreements (SPA) and Asset Transfer Deeds, integrating balanced Representations & Warranties, indemnity caps, de minimis thresholds, and escrow retention mechanisms. We also file formal clearance notifications before the Turkish Competition Authority when mandatory turnover thresholds are triggered.

For enterprises expanding across European and global markets, establishing an English Limited Company registered with Companies House unlocks international payment gateways and corporate stature. We align corporate architectures under the UK-Turkey Double Taxation Avoidance Treaty, harmonizing dividend withholding taxes and transfer pricing compliance.

Resen Legal unifies Turkish headquarters operations with London-based holding structures, safeguarding intellectual assets and operating cashflows under international commercial standards. Review: "UK Company Formation: Strategic Tax & Legal Guidance".

Corporate directors face personal fiduciary liability under Article 553 of the TCC for breaches of duty and care. We insulate executive boards through internal governance guidelines (İç Yönerge) and structured General Assembly release resolutions (İbra). Implementing Electronic General Assembly (EGKS) protocols solidifies digital governance integrity.

In tandem, we structure non-compete covenants, non-disclosure agreements (NDA), and corporate personal data protection compliance (KVKK/GDPR) to shield enterprises from regulatory fines and litigation. See our brief: "Corporate Governance in the Digital Era: Fiduciary Compliance".

Foreign shareholders and directors must be assessed according to their role and residence status. A limited company shareholder-manager or a shareholder board member of a joint stock company may require a work permit to actively work in Turkey, while non-resident board members of joint stock companies and non-manager shareholders may fall within work permit exemption categories.

As a general evaluation criterion, work permit applications often require at least five Turkish citizen employees for each foreign employee. However, exemptions and sector-specific criteria may apply depending on investment quality, turnover, technology sector status, the foreigner’s prior lawful stay in Turkey, and Ministry practice. Our corporate team formulates the appropriate legal strategy and coordinates applications through competent authority portals, subject to current legislation and administrative practice. Consult: "Work Permits for Foreign Shareholders & Key Personnel in Turkey".

Fluctuations in foreign exchange parity frequently precipitate equity deficits where capital and statutory legal reserves become impaired under Article 376 of the TCC (Technical Insolvency). In such instances, executive boards must convene extraordinary general assemblies to execute capital replenishment or debt-to-equity debt conversions.

Resen Legal counsels corporate clients through equity restorations, represents shareholders in General Assembly decision annulment actions (TCC Art. 445), and represents parties in cross-border commercial disputes before the Istanbul Arbitration Centre (ISTAC), LCIA, and ICC tribunals, tailoring legal strategies to jurisdictional requirements.