We advise domestic and international companies on corporate governance, shareholder matters, board processes, commercial arrangements, reorganizations, and day-to-day legal operations. Our work is particularly focused on technology companies, regulated businesses, investors, and cross-border structures where corporate decisions must align with financing, compliance, and growth strategy.
Practice Areas
- Company formation and corporate structuring
- Board and shareholder resolutions
- Share transfers, capital increases, mergers, spin-offs and conversions
- Corporate governance frameworks
- Commercial contracts and operational legal support
- Group-company structures and intercompany arrangements
- Corporate housekeeping for investment and M&A readiness
- Coordination with tax, employment and regulatory advisors
How We Work
Corporate decisions rarely sit in isolation: they touch financing, compliance, employment, IP, tax, and growth strategy. We work as integrated corporate counsel, coordinating across these workstreams and bringing the same standard of documentation and process that institutional investors and acquirers expect when the company is ready for its next round, transaction or jurisdictional move.
For companies operating in regulated sectors (fintech, crypto-asset services, e-commerce, AI/data) we align corporate housekeeping with the regulator-facing posture, so that licensing, reporting and audit obligations sit cleanly alongside ordinary corporate operations.
Related
See also Corporate Governance, M&A and Investments, Startup & Scaleup Advisory, and Company Restructuring.
How we help
We are day-to-day corporate counsel for technology companies and their boards: handling the corporate housekeeping that keeps a company financeable and acquirable. From incorporation and share transfers to board and shareholder resolutions, capital increases and reorganisations, we keep the cap table clean and the corporate record audit-ready.
- Board and shareholder meetings, resolutions and minute books
- Share transfers, capital increases/decreases and class rights
- Shareholders’ agreements, articles and internal regulations
- Corporate reorganisations, mergers and demergers under the Turkish Commercial Code
- Ongoing governance, signatory authorities and MERSİS filings
Related practice areas
This work connects with our Startup Law, M&A, Corporate Governance and Company Restructuring practices.
What a Turkish company has to keep in order
Investors and acquirers read the corporate record before they read the pitch deck. In a Turkish company these are the points that most often hold up a round or a sale:
- The share ledger. Only those entered in the share ledger are shareholders towards the company (Turkish Commercial Code, Art. 499), so a cap table that does not match the ledger is a diligence finding (The Share Ledger).
- Board resolutions. The board meets with a majority of its full membership and resolves by a majority of those present; directors cannot vote by proxy, and electronic meetings need a provision in the articles (Arts. 390 and 1527) (How to Hold a Valid Board Meeting).
- The ordinary general assembly. It must be held within three months of the end of each financial year (Art. 409), with convocation, attendance list and minutes kept in a form that survives review (Your First General Assembly After the Investor Comes In).
- Delegation of management. The board can hand management to some of its members or to executives only if the articles permit it and the board issues an internal directive (Art. 367); until then management belongs to every board member (From the Board to the Internal Directive).
- Capital. Companies registered below the current minimums (TRY 250,000 for a joint-stock company, TRY 50,000 for a limited company) must raise their capital by 31 December 2027 (extended from 31 December 2026), failing which they are deemed dissolved (Provisional Art. 15). Loss-making companies also have to watch the thresholds in Article 376.
Questions clients ask us
Joint-stock company or limited company?
A company that plans to raise outside capital or grant equity to its team is usually an anonim şirket. In a limited company every share transfer needs a written agreement with notarised signatures and, unless the articles say otherwise, general assembly approval (Art. 595), which slows rounds, secondaries and option plans. Only a joint-stock company can adopt the registered capital system, under which the articles may authorise the board for up to five years to increase capital up to a ceiling without a general assembly (Art. 460; The Registered Capital System).
Can the board decide without holding a meeting?
Yes, by circular resolution, provided no director asks for a meeting: one director proposes a specific resolution in writing and at least a majority of the full board approves it in writing (Art. 390(4)). Fully electronic or hybrid meetings are also possible, but only if the articles provide for them (Art. 1527). Either way, the resolution must be written and signed to be valid.
When must the ordinary general assembly be held?
Within three months of the end of each financial year (Art. 409). The meeting approves the financial statements, decides on the board’s release and on the use of profit, and elects directors when their terms end. Resolutions contrary to law, the articles or good faith can be challenged in court within three months (Art. 445), which is why the convocation and the minutes matter.
Our capital is below the new minimum. What happens if we miss 31 December 2027?
The company is deemed dissolved by operation of law, without any resolution or court decision (Provisional Art. 15(1)). To make the increase easier to pass, the general assembly can resolve it without a meeting quorum, by a majority of the votes present, and privileged shares cannot be used against it (Provisional Art. 15(2)). Because an increase has no effect against third parties until it is registered, the registration should be completed before the deadline (Minimum Capital Deadline).
What does the board have to do when the company is burning cash?
Article 376 sets three thresholds. When losses have consumed half of capital and legal reserves, the board must call the general assembly and propose remedial measures; at two thirds, the general assembly must either continue with one third of the capital or restore it, failing which the company is dissolved; and where there are signs of over-indebtedness, the board must draw up interim balance sheets and, if confirmed, apply to court. How a round is booked (capital or share premium) changes where those lines fall (TCC Article 376 for a Cash-Burning Startup).
Are directors personally liable?
Yes. Founders, directors and managers who culpably breach their duties under the law or the articles are liable for the resulting loss to the company, its shareholders and its creditors (Art. 553), and the investor’s nominee on the board is in the same position as the founder. Since 2012 the claimant has to prove fault, which makes a clean record of how decisions were taken the director’s best protection (Director Liability in a Turkish Joint-Stock Company).
Reading
- Privileged Shares in a Turkish Joint-Stock Company: Liquidation Preference and Investor Vetoes
- Minority Rights in Turkish Joint-Stock Companies: From Special Audit to Challenging Resolutions
- Shareholder Loans in a Turkish Company: Founder Advances, Hidden Capital and Arm’s-Length Interest
- Group Companies After the Flip-Up: Control, the Dependency Report and Loss Compensation
- The Turkish Signature Circular in 2026: Abolished, Still Requested, and What Replaced It
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