What is a family constitution?
A family constitution (Turkish: aile anayasası) is a written charter in which a business-owning family sets out how it will decide things about the company it controls: who may hold shares, who may work in the business, how the board is composed, what is paid out and what is reinvested, and how a disagreement is handled before it reaches a courtroom. The family writes it for itself. It normally sits alongside — not inside — the company’s articles of association.
What it usually covers
- Ownership: who may become a shareholder, what happens on death, divorce or departure, and how shares are valued when someone exits.
- Employment: the qualifications, outside experience and reporting lines that apply to family members who want a role in the business.
- Governance: the division of labour between the family council, the board of directors and management, and which decisions belong to which body.
- Distribution policy: the dividend expectation shareholders can plan around, and the profit that stays in the company.
- Conflict: the sequence a dispute must follow — family council, then mediation, then litigation as the last step rather than the first.
Why the document alone does not bind
In legal terms a family constitution is usually a statement of intent. It does not override the articles, and it does not bind a shareholder who never signed it — the next generation included. Families that treat the document as sufficient find this out at the worst possible moment. It works when every commitment inside it is mirrored in an instrument a court can act on: the articles for rules that must apply to everyone, a shareholders’ agreement for what the signatories can bind themselves to, share classes for board seats and voting, and separate estate planning for what happens on death.
Turkish context
Turkish Commercial Code No. 6102 does not recognise the family constitution as a company-law instrument, so enforceability has to be built where the Code does reach. Transfer restrictions on the registered shares of a non-listed joint stock company belong in the articles under TTK Articles 492–493: the company may withhold approval on the grounds stated in the articles, or invoke the escape clause and offer to take the shares at their real value. In a limited şirket, a transfer of capital shares requires general assembly approval under TTK Article 595. A branch of the family can be given a seat by granting a share group the right to be represented on the board under TTK Article 360. A shareholders’ agreement binds only the people who signed it. And where governance breaks down entirely, the remedy that reaches the company itself is dissolution for just cause under TTK Article 531 — the outcome a working constitution exists to prevent.
Do: draft the constitution and the enforceable documents as one project, and revisit both whenever the share register changes. Don’t: leave a valuation formula or a dividend promise in the constitution alone — if it is worth arguing about, it belongs in the articles or the shareholders’ agreement.
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