Every Turkish joint-stock company (anonim şirket) with share capital of TRY 1,250,000 or more, and every housing cooperative with 100 or more members, must retain a bar-registered lawyer under a written contract. Those that do not are fined by the public prosecutor for each month without a lawyer, at twice the gross monthly minimum wage; for 2026 that is TRY 66,060 per month. The rule is not new (Article 35(3) of the Attorneyship Law No. 1136 has read this way since 2008), but for years it lived mostly on paper. The development announced by the Istanbul Bar Association on 18 September 2026 shows that this has changed: on the Bar’s complaint, the Bakırköy Chief Public Prosecutor’s Office fined a joint-stock company without a contracted lawyer a total of TRY 198,180 for May, June and July 2026. This article explains who is caught, how the fine is calculated and what a company that crossed the threshold after a funding round without noticing should do now.
Who is covered?
Article 35(3) names two groups. The first is joint-stock companies whose share capital is five times or more the minimum capital prescribed by the Turkish Commercial Code. The text still refers to Article 272 of the former Commercial Code No. 6762; the counterpart in the current Turkish Commercial Code No. 6102 is Article 332. Presidential Decree No. 7887 raised the minimum share capital to TRY 250,000 from 1 January 2024, so the threshold is TRY 1,250,000. The second group is housing (construction) cooperatives with one hundred or more members, measured by headcount rather than capital.
Three boundary lines matter in practice. Limited companies are outside the rule whatever their capital; the obligation attaches to the joint-stock form. The measure is the share capital stated in the articles of association and registered with the trade registry, not balance-sheet size, turnover or headcount. For non-public companies using the authorised (registered) capital system, whose minimum initial capital is TRY 500,000, it has been argued that the threshold should be read as TRY 2,500,000; but the provision speaks of share capital and prosecutors work from TRY 1,250,000, so the cautious reading is the lower figure.
How is the fine calculated?
The sanction is two months’ gross minimum wage, as in force for industrial workers over sixteen, applied separately for each month in which no lawyer is retained. The Minimum Wage Determination Commission’s Decision No. 2025/1 set the 2026 gross monthly minimum wage at TRY 33,030, so the monthly fine is TRY 66,060 and a three-month fine is TRY 198,180. The Bakırköy figure is exactly that arithmetic. There is no cap: every further month of non-compliance adds a new line, and the minimum wage rises every year.
The fine is imposed by the public prosecutor and, as an administrative sanction, falls under the Misdemeanours Law No. 5326. Two practical consequences follow. The decision can be challenged before the criminal judgeship of peace within fifteen days of service (Article 27); miss the deadline and it becomes final. Paying within one month of service earns a 25 per cent reduction, and payment does not waive the right to challenge (Article 17(6)). A final fine is collected as a public receivable under Law No. 6183.
Why the Istanbul Bar’s announcement matters
Enforcement is assigned to the bar associations. Article 73/C of the Union of Turkish Bar Associations’ Regulation on the Attorneyship Law requires the bar of the place where a legal entity has its seat to track entities in breach of Article 35(3), file criminal complaints against them and report the results to the Union at the end of each year. The mechanism therefore runs as follows: the bar identifies companies above the threshold from trade registry data, reports those with no contract on file to the prosecutor, and the prosecutor issues the fine. The Bakırköy decision is a concrete example of that chain working end to end. In its announcement the Istanbul Bar stated plainly that it will keep pursuing and concluding complaints against companies that fail to comply.
The constitutionality of the provision is also a closed question. On 30 June 2011 the Constitutional Court rejected a referral by the Trabzon 2nd Criminal Court of Peace (Case No. E.2010/10), holding that a rule designed to give high-capital companies access to legal advice before disputes arise breaches neither freedom of contract nor the principle of equality. “Nobody enforces it anyway” is not a defensible strategy in 2026.
What exactly is a “contracted lawyer”?
The Law requires a written, continuing attorney relationship with a lawyer registered with a Turkish bar. Article 73/A of the Regulation sets the frame: where legal services are provided on a continuing basis, a written continuing-services contract compliant with the Attorneyship Law and the Minimum Attorney Fee Tariff is mandatory; it is drawn up in one copy more than the number of parties, and the lawyer delivers one copy to the bar with which he or she is registered. The contract must identify the client and the lawyer, define the work, state the fee and payment terms, and set out duration and termination. At year end the lawyer files copies of the fee receipts or payroll records with the bar (Article 73/B). A company that does not appear in the bar’s contract register is precisely what the list sent to the prosecutor is built from.
Three structures can satisfy the rule. A monthly retainer with an outside lawyer or law partnership is the most common. An in-house counsel employed by the company and registered on the bar roll is also possible: Article 12(c) of the Attorneyship Law lists legal advisory and continuing attorney roles for private-law legal entities among the activities compatible with practice, and the reference to payroll in Article 73/B contemplates that model. Some commentators read Article 35(3) as requiring an attorney-services contract rather than an employment contract, so even with in-house counsel the safe course is a written contract containing the Article 73/A elements, filed with the bar. A law graduate who is not on the bar roll, whether never admitted or struck off, does not satisfy the obligation under any structure.
The real risk for startups and scaling companies
The threshold is crossed on the way up, not at incorporation. A startup formed with TRY 250,000 of capital will easily exceed TRY 1,250,000 once its first institutional round is registered as a capital increase with share premium. The obligation starts in the month the increase is registered with the trade registry, and a founding team busy with the investor’s articles amendments, board reconstitution and share-ledger updates rarely sees this line. The same applies to Turkish subsidiaries of foreign groups: a legal department at headquarters is not a substitute for a bar-registered contracted lawyer in Türkiye.
Retroactive accumulation is the second risk. Because the prosecutor fines each month separately, a company that crossed the threshold two years ago and never signed a contract can face dozens of monthly lines within the limitation periods of the Misdemeanours Law. Investors’ due diligence requests increasingly ask about it; being unable to document “Article 35(3) compliance” in the next round is a finding that is small in amount but loud in signal.
What to do today
First, check the share capital registered with the trade registry; at TRY 1,250,000 or more, or as a cooperative with one hundred members, you are in scope. Next, establish the current position: is there a written continuing-services contract with a lawyer or law partnership, with a defined term and fee, and has a copy been delivered to that lawyer’s bar? If not, sign one this month; every further month is a fresh TRY 66,060. Make sure the contract contains every Article 73/A element and that the fee is not below the Minimum Attorney Fee Tariff. Finally, when a capital increase is on the agenda, add “does this cross the Article 35(3) threshold?” to the closing checklist; the cheapest compliance is the kind planned before registration.
Is a lawyer sitting on the board enough?
No. Board membership is a corporate-organ relationship; Article 35(3) requires a written attorney contract between the company and a lawyer. A lawyer-director can additionally act as the contracted lawyer, but that needs a separate contract compliant with Article 73/A and notification to the bar.
Does signing a contract after the fine is served cancel it?
It does not; the fine for past months stands. Signing only stops new monthly fines from accruing. Payment within one month of service earns the 25 per cent reduction, and the right to challenge before the criminal judgeship of peace within fifteen days remains available.
Can we escape the rule by reducing capital below TRY 1,250,000?
In theory, yes, but a capital reduction is a heavy procedure with creditor calls and security requirements (Commercial Code Articles 473 et seq.) and, set against an annual retainer, is almost never rational.
Related: joint-stock company · board of directors · capital increase.
Sources. Attorneyship Law No. 1136 (Articles 12 and 35); Turkish Commercial Code No. 6102 (Article 332); Misdemeanours Law No. 5326 (Articles 17 and 27); Union of Turkish Bar Associations, Regulation on the Attorneyship Law (Articles 73/A–73/C); Istanbul Bar Association announcement of 18 September 2026; Minimum Wage Determination Commission Decision No. 2025/1 (Official Gazette 26 December 2025, No. 33119); Presidential Decree No. 7887 (Official Gazette 25 November 2023). Statute links open the official Turkish texts on mevzuat.gov.tr.
This article is provided for general information only and does not constitute legal advice. Please seek legal support for an assessment of any specific matter.
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