Insights and updates

From emerging regulation to deal mechanics, we write about the questions founders and investors actually ask — practical analysis you can put to work.

Independent Audit under TTK (Bağımsız Denetim)

Independent Audit (Bağımsız Denetim) under Turkish Commercial Code Article 397 is the mandatory third-party audit requirement applicable to Turkish companies meeting defined size thresholds — providing assurance over financial statements, internal controls, and compliance with applicable accounti…

Capital Increase (Sermaye Artırımı)

A capital increase (sermaye artırımı) is the issuance of new shares by a Turkish corporation, increasing the company’s registered capital and the total shares outstanding.

Pay Defteri (Share Register)

The Pay Defteri (Share Register) is the official ledger of a Turkish Anonim Şirket (A.Ş.) recording ownership of registered shares (nama yazılı paylar) — who owns which shares, when ownership transferred, and any restrictions or pledges affecting the shares.

Turkish Limited Şirketi (Ltd. Şti.)

A Turkish Limited Şirketi (Ltd. Şti.) is the Turkish closely-held company structure analogous to the U.S. LLC, German GmbH, or French SARL — providing limited liability, simplified governance, and lower regulatory burden compared to the Anonim Şirket (A.Ş.).

Articles of Association (Esas Sözleşme)

The Articles of Association (Esas Sözleşme) are the constitutional document of a Turkish corporation — the contract among shareholders that establishes the company’s formation, governance structure, share-class architecture, decision-making rules, and operational boundaries.

Substance Requirements (Tax)

Substance requirements in international tax are the minimum levels of genuine economic activity, decision-making capacity, and operational presence that an entity must maintain in its jurisdiction of formation to be respected as a tax-resident, qualify for treaty benefits, or avoid recharacteriza…

BEPS Pillar 2 (Global Minimum Tax)

BEPS Pillar 2 (also called the Global Anti-Base Erosion Rules, or GloBE) is the OECD/G20 framework establishing a 15% global minimum effective tax rate on large multinational enterprises (MNEs) — groups with consolidated revenue of €750M+.

Controlled Foreign Corporation (CFC)

A Controlled Foreign Corporation (CFC) is a foreign entity in which residents of a particular country hold a controlling interest — typically defined as 50%+ ownership by residents, often with attribution rules aggregating related parties.

Treaty Shopping

Treaty shopping is the practice of structuring transactions or entities to access tax-treaty benefits that the ultimate beneficial recipient would not directly qualify for — typically by interposing an intermediate entity resident in a treaty jurisdiction with more favorable treaty terms than the…

Beneficial Owner

A beneficial owner in international tax-treaty context is the person who has the actual right to enjoy and dispose of income — as opposed to nominal recipients who merely act as conduits, agents, or trustees on behalf of others.