Practice Areas
Corporate and Commercial Law
Most commercial disputes arise from a provision that was not written into the company's formation documents or the signed contract at the outset. Our firm handles the formation of companies and the transactions of their corporate bodies, drafts commercial contracts and conducts litigation in shareholder disputes.
Below you will find how company transactions are carried out, which dispute is heard by which authority, and answers to frequently asked questions.
How are company formation and corporate body transactions carried out?
- Formation. The articles of association are drafted, an application is made via MERSİS, the Competition Authority fee amounting to four ten-thousandths of the capital is paid, the signatures are certified, and the company acquires legal personality upon registration in the trade registry. Since 1 January 2024, the minimum capital has been TRY 250,000 for joint-stock companies and TRY 50,000 for limited liability companies.
- General assembly. The notice of meeting, the agenda, the list of attendees, and the meeting and decision quorums are determined in accordance with the law and the articles of association; in joint-stock companies, the cases in which a ministry representative must be present are also taken into account.
- Amendment of the articles of association. A capital increase, the relocation of the registered office, a change of objects and scope of activity, and a conversion take effect through a general assembly resolution and registration.
- Share transfer. In a limited liability company, the transfer agreement is made in writing and the signatures are certified by a notary, the approval of the general assembly is obtained, and the transfer is entered in the share register and registered. In a joint-stock company, the transfer of registered shares takes effect vis-à-vis the company upon entry in the share register.
- Termination. Dissolution, liquidation and deregistration from the trade registry are separate stages; the company's legal personality continues during liquidation.
Minimum capital compliance: what needs to be done by 31 December 2026?
Under provisional art. 15, added to the Turkish Commercial Code (TTK) by Law No. 7511, joint-stock and limited liability companies whose capital is below the new minimum amounts must increase their capital to at least these amounts by 31 December 2026. The current minimum amounts are as follows:
- Joint-stock company: TRY 250,000
- Non-public joint-stock company that has adopted the authorised capital system: initial capital of TRY 500,000
- Limited liability company: TRY 50,000
Companies that do not increase their capital within this period are deemed to have been dissolved by operation of law (infisah), that is, to have come to an end automatically. To facilitate capital increases, the Law provides that no meeting quorum is required at general assembly meetings held for this purpose and that resolutions are adopted by a majority of the votes present at the meeting. The Ministry of Trade has the power to extend this period by one year at a time, no more than twice; however, unless an extension decision is issued, 31 December 2026 should be taken as the reference date.
In a capital increase, the payment of cash capital, the preparation of financial statements for an increase from internal resources and the application for registration to the trade registry directorate are consecutive steps. Given the congestion that may arise at registry directorates towards the end of the year, it is important to plan the timetable in advance.
What remedies are available in shareholder disputes?
Annulment and nullity of general assembly resolutions
An action for the annulment of general assembly resolutions that are contrary to the law, the articles of association or the principle of good faith must be brought within three months of the date of the resolution (TTK art. 445). Those entitled to bring the action include shareholders who attended the meeting, voted against the resolution and had this recorded in the minutes, shareholders who claim that the meeting was not duly convened, and the board of directors (TTK art. 446). By contrast, a declaration that resolutions are null and void, such as resolutions that remove a shareholder's inalienable rights, is not subject to this time limit (TTK art. 447). These provisions also apply to limited liability companies.
Withdrawal and exclusion of a shareholder in a limited liability company
A shareholder of a limited liability company may, where there is just cause, ask the court for permission to withdraw from the company (TTK art. 638). The company may also exclude a shareholder by a general assembly resolution on grounds laid down in the articles of association, or by applying to the court for just cause (TTK art. 640). In both cases, the departing shareholder is paid an exit payment (ayrılma akçesi) corresponding to the real value of their share (TTK art. 641). For details, see our article Withdrawal and exclusion of a shareholder in a limited liability company (in Turkish).
Dissolution of a joint-stock company for just cause
Shareholders representing at least one tenth of the capital, or one twentieth in publicly held companies, may request the dissolution of the company where there is just cause. Instead of dissolution, the court may order that the claimant shareholders be excluded from the company against payment of the value of their shares as at the date closest to the date of the judgment, or may decide on another solution that is appropriate to the situation and acceptable (TTK art. 531).
Liability of directors and managers
Members of the board of directors of a joint-stock company and managers of a limited liability company are liable to the company, to the shareholders and to the company's creditors if they culpably breach their obligations arising from the law and the articles of association (TTK art. 553, 644). A separate liability regime applies to public receivables; on this subject, see our article Is a limited liability company manager personally liable for tax and SGK debts? (in Turkish).
How are commercial receivables pursued?
In pursuing commercial receivables, the choice of the right route depends on the document proving the receivable and on the debtor's conduct.
- Notice. Notices and warnings between merchants that are intended to place the other party in default, or to terminate or rescind a contract, are made through a notary, by registered letter, by telegram or by registered electronic mail (KEP) (TTK art. 18/3).
- Mediation. For claims for receivables and compensation whose subject matter is the payment of a sum of money, applying to a mediator before bringing an action is a precondition for the action (TTK art. 5/A).
- Enforcement proceedings and the action to annul the objection. Enforcement proceedings without a prior judgment may be initiated for receivables based on invoices and current accounts. If the debtor objects to the payment order, an action to annul the objection may be brought within one year of service of the objection (art. 67 of the Enforcement and Bankruptcy Law (İİK)).
- Cheques and promissory notes. For receivables based on negotiable instruments, the special enforcement procedure for bills of exchange and cheques (kambiyo senetlerine mahsus haciz yolu) may be used.
- Precautionary attachment. Precautionary attachment may be requested for a monetary receivable that has fallen due and is not secured by a pledge; for receivables that have not yet fallen due, additional conditions apply, such as the debtor having no fixed domicile or preparing to conceal their assets (İİK art. 257).
For the time limits for objecting to a payment order and for precautionary attachment, see our articles Time limit for objecting to a payment order: 7 days or 5 days? (in Turkish) and Precautionary attachment: conditions and strict time limits (in Turkish) and our Enforcement and Insolvency Law page.
Contract management at manufacturing companies in Kocaeli and Sakarya
At manufacturing and supply companies operating in the Gebze and Dilovası industrial zones in Kocaeli and in the organised industrial zones in Sakarya, disputes mostly arise from long-term supply, dealership and distribution agreements. Setting out the following provisions clearly in these agreements from the outset narrows the scope of disputes that may arise later:
- Price adjustment and exchange rate differences. The formula by which the price will be updated in the event of fluctuations in raw material prices and exchange rates
- Delivery and contractual penalty. Delivery periods, late-delivery penalties and the upper limit of the contractual penalty. As a rule, a contractual penalty agreed in the capacity of a merchant cannot be reduced on the ground that it is excessive (TTK art. 22).
- Notice of defects. In sales between merchants, defects that are not readily apparent must be inspected, or have inspected, within eight days of delivery, and the defect must be notified to the seller (TTK art. 23).
- Exclusivity and non-compete. Territorial protection, exclusive sales rights and the duration of the post-contractual non-compete obligation should be regulated with due regard to the limits of competition law.
- Termination and portfolio compensation. Notice periods for termination, and whether the dealer or distributor can claim portfolio compensation (goodwill indemnity) when the contract ends
- Dispute resolution. The competent court, or an arbitration or mediation clause
What work do we carry out?
- Handling the formation of joint-stock and limited liability companies and drafting the articles of association
- Drawing up notices of meeting, agendas and resolutions for general assembly and board of directors meetings
- Handling capital increases, conversions, mergers and demergers
- Drafting share transfer agreements and shareholders' agreements
- Bringing actions for the annulment and nullity of general assembly resolutions
- Pursuing requests for withdrawal, exclusion and dissolution for just cause
- Conducting actions concerning the liability of board members and managers
- Drafting and reviewing dealership, distribution, supply, franchise and service agreements
- Handling formal notices, enforcement proceedings and litigation for commercial receivables
- Bringing actions in respect of claims of unfair competition and infringement of trade names
Types of cases we handle
- Shareholder disputes: annulment of general assembly resolutions, dissolution for just cause, withdrawal and exclusion of shareholders, dividend claims
- Liability actions: liability of board members and managers, claims by company creditors
- Contractual disputes: wrongful termination of dealership and distribution agreements, portfolio compensation, contractual penalties, defective and incomplete performance
- Commercial debt recovery: receivables under invoices and current accounts, enforcement proceedings based on cheques and promissory notes, actions to annul objections and negative declaratory actions
- Unfair competition: infringement of trade names and business names, enticing away employees, unlawful use of trade secrets. For trademark infringements, see our Intellectual Property Law page.
- Structural transactions: disputes arising from mergers, demergers, conversions and share transfers
Before which authorities are company matters and commercial cases handled on Istanbul's Anatolian side, in Kocaeli and in Sakarya?
In commercial cases, the court with subject-matter jurisdiction is, as a rule, the commercial court of first instance. For claims for receivables and compensation whose subject matter is the payment of a sum of money, applying to a mediator before bringing an action is a precondition for the action. Transactions requiring registration and publication, on the other hand, are carried out at the trade registry directorate responsible for the company's registered office.
- The commercial courts of first instance at the Istanbul Anatolian Courthouse and the Istanbul Courthouse; appeals against their decisions are lodged with the Istanbul Regional Court of Appeal
- The commercial courts of first instance at the Kocaeli and Sakarya courthouses; appeals against their decisions are lodged with the Sakarya Regional Court of Appeal
- The Istanbul Trade Registry Directorate and the Kocaeli and Sakarya trade registry directorates
- Supply, dealership and service agreements of manufacturing companies in the Gebze and Sakarya organised industrial zones
- The commercial courts of first instance for concordat (konkordato) and bankruptcy petitions
- Applications to the Competition Authority and the relevant regulatory authorities
Related practice areas
- Tax Law: managers' liability for company tax and social security debts
- Enforcement and Insolvency Law: debt collection, precautionary attachment and insolvency
- Intellectual Property Law: trademark protection and unfair competition
To send us information about your company matters, contracts or commercial disputes on Istanbul's Anatolian side, in Kocaeli or in Sakarya, you can use our contact page or make an appointment at our office in Kadıköy.
The information on this page is general in nature and does not replace a legal opinion on a specific dispute.
Frequently Asked Questions
The transfer agreement is made in writing and the signatures are certified by a notary. The approval of the general assembly is then obtained; unless the articles of association provide otherwise, the transfer has no effect vis-à-vis the company without this approval. The transfer is entered in the share register, registered in the trade registry and published. The transferee's liability for public debts relating to the period before the transfer should be assessed separately.
The action for annulment is brought within three months of the date of the resolution. The action may be brought by shareholders who attended the meeting, voted against the resolution and had their dissent recorded in the minutes; by shareholders who did not attend the meeting in cases such as where the meeting was not duly convened; and by the board of directors and its members. Once the three-month period has passed, only nullity can be asserted; a claim of nullity is not subject to a time limit.
In a limited liability company, a shareholder may exercise a right of withdrawal provided for in the articles of association or, where there is just cause, ask the court for permission to withdraw. In a joint-stock company there is no direct right of withdrawal; the options are a share transfer or an action for dissolution for just cause. In a dissolution action, instead of ordering dissolution, the court may also order that the claimant's shares be bought at their real value.
In commercial receivable and compensation actions whose subject matter is the payment of a sum of money, applying to a mediator before bringing an action is a precondition for the action; an action brought before this stage has been completed is dismissed on procedural grounds. By contrast, mediation is not required in order to initiate enforcement proceedings. If an objection is made to the enforcement proceedings, however, the action to annul the objection that is then brought is again subject to the mediation precondition.
Once the cheque has been presented to the bank within the presentation period and marked as dishonoured for insufficient funds, enforcement proceedings may be initiated through the special enforcement procedure for bills of exchange and cheques. In addition, a complaint may be filed with the enforcement criminal court in respect of the act of issuing an uncovered cheque. Because missing the presentation period may eliminate the possibility of enforcement under the negotiable instruments procedure, it is important to document the presentation date and the bank's annotation.
Where a registered trade name is used without permission, you may claim a prohibition of the use, the removal of its consequences and compensation. The same act is also assessed under the provisions on unfair competition. The claims are asserted before the commercial court of first instance; where the infringement is continuing, requesting an interim injunction shortens the process.
In joint-stock and limited liability companies, a shareholder's liability is, as a rule, limited to the capital contribution they have undertaken. However, a shareholder of a limited liability company is held directly liable, in proportion to their capital share, for public debts that cannot be collected from the company. For board members and managers, on the other hand, a separate liability regime applies in the event of a breach of obligations arising from the law and the articles of association.
The petition is accompanied by a preliminary concordat project, an up-to-date balance sheet and income statement, an interim balance sheet, a list showing the creditors and the amounts of their receivables, and a financial analysis report providing reasonable assurance, prepared by an independent audit firm. If the court finds the documents complete, it grants a temporary moratorium and appoints a commissioner. During the moratorium, no enforcement proceedings may be brought against the debtor and proceedings already initiated are stayed.
At general assembly meetings held for the purpose of increasing the capital to the minimum amount, no meeting quorum is required; resolutions are adopted by a majority of the votes present at the meeting (TTK provisional art. 15). The deadline is 31 December 2026. The Ministry of Trade may extend this period by one year at a time, no more than twice; however, unless an extension decision is issued, this date should be taken as the reference date.