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.
Where governance is actually decided in a Turkish company
- The articles of association. Only the articles bind future shareholders and the trade registry, so board nomination rights, privileged shares and investor approval requirements belong there (Turkish Commercial Code, Arts. 360 and 478).
- The shareholders’ agreement. Veto lists, information rights, drag-along and tag-along, and transfer restrictions usually sit here; it binds only its signatories, so the two documents have to be drafted together (Where Investor Rights End).
- The board and the internal directive. Some powers cannot be delegated, including ultimate management, the management organisation and financial control (Art. 375); the rest can be delegated only under an articles provision and an internal directive (Art. 367).
- The general assembly. Approves the accounts, releases the board and amends the articles; its resolutions can be challenged within three months (Art. 445).
Questions clients ask us
How do we give an investor a board seat?
Through the articles. Article 360 of the Turkish Commercial Code lets the articles grant a share group, or the minority, the right to be represented on the board, by requiring that a set number of directors be elected from among nominees of that group. A promise in the shareholders’ agreement alone binds only the parties to it, which is why the seat is written into the articles at the closing of the round (Privileged Shares in a Turkish Joint-Stock Company).
How should investor veto rights be drafted?
As a list of reserved matters that need the approval of the investor’s share group, not as extra votes. Voting privileges are capped at fifteen votes per share and do not apply to articles amendments or to the release of directors and liability claims (Art. 479), so a veto built as a voting privilege gives the investor little on the decisions that matter most. Calibrate the list to the company’s stage, or ordinary operations end up waiting for consents.
What rights does a minority shareholder have?
Every shareholder may question the board at the general assembly (Art. 437) and, after doing so, ask for a special audit (Art. 438). Shareholders holding at least ten per cent of the capital in a non-listed company can require the general assembly to be convened and items added to the agenda (Art. 411), apply to court for a special auditor if the assembly refuses, and seek dissolution for just cause (Art. 531), where the court may instead order a buy-out of their shares (Minority Rights in Turkish Joint-Stock Companies).
What can the board delegate, and what can it not?
The board can hand management to some of its members or to executives only if the articles permit it and it issues an internal directive describing duties and reporting lines (Art. 367). It cannot give away ultimate management, the management organisation, financial control, the supervision of those managing the company, or the preparation of the annual report (Art. 375), and delegation does not remove directors’ duty of oversight (From the Board to the Internal Directive).
Can a director who represents an investor act in the investor’s interest?
A director owes duties to the company, not to the shareholder that nominated them, and is personally liable for culpable breaches (Art. 553). Where the investor’s interest and the company’s diverge, as in a down round the investor leads, the director should declare the conflict and abstain (Art. 393) (Director Liability in a Turkish Joint-Stock Company).
Reading
- Your First General Assembly After the Investor Comes In
- How to Hold a Valid Board Meeting in a Turkish Company
- The AI Decision Belongs to the Board: Duty of Care, Delegation and the Paper Trail
Sources. Turkish Commercial Code No. 6102. Statute links open the official consolidated Turkish texts on mevzuat.gov.tr.
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