Vircon Legal advises Türkiye-based companies, multinational subsidiaries, and venture-backed groups on corporate governance frameworks that hold up to investor, regulator, and operational scrutiny. We also have significant experience advising foreign clients on structuring their operations in Türkiye.
Strong governance is what allows a company to scale without internal control breakdowns, raise capital without unnecessary diligence friction, and execute strategic decisions cleanly. We help boards, founders, and management teams design and operate governance structures that fit the company’s stage and ambition.
Our Corporate Governance practice covers:
- Articles of association and shareholder arrangements
- Board structuring, committee design, and delegation of authority
- Intra-group reorganizations and spin-offs
- Mergers, changes of legal form, and liquidations
- Asset transfers and share transfers
- Stock-option processes and equity governance
- Internal policies and corporate record maintenance
- Conflict-of-interest frameworks and related-party transaction protocols
- Board meeting orchestration and minutes management
- Shareholder meeting management (Genel Kurul) and minority shareholder rights
We work closely with our M&A, data privacy, and employment teams: because governance issues rarely arise in isolation.
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Frequently Asked Questions
How does governance change at Series A?
Investors typically take a board seat, a consent matrix gates major decisions (budget, new debt, ESOP changes, exits), reporting covenants formalise monthly and quarterly information, and the ESOP gets governance of its own. The practical work is wiring these into the articles and shareholder agreement so they operate under Turkish corporate law, not just in the English-language SHA.
What personal liability do board members carry?
Directors owe duty-of-care and loyalty standards under the Commercial Code and face liability toward the company, shareholders, and creditors for breaches — plus specific exposure for public debts in some scenarios. Delegation through an internal directive and documented decision-making narrows exposure; D&O insurance covers the rest.
What corporate formalities does a startup actually need to keep?
An annual general assembly within three months of fiscal year-end, properly noticed and minuted; board resolutions for share transfers, capital increases, and signature authorities; up-to-date share ledger; and registry filings on time. Skipped formalities are harmless until a financing or exit diligence makes them expensive.