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Annulment of General Assembly Resolutions in Joint Stock Companies

Annulment of General Assembly Resolutions in Joint Stock Companies

    The general assembly in joint stock companies is one of the most important corporate bodies through which shareholders express their will regarding the management of the company and fundamental corporate decisions. Resolutions adopted by the general assembly may have significant consequences for the company’s activities, board of directors, profit distribution, capital transactions, and shareholders’ rights.   However, not every general assembly resolution is necessarily lawful. General assembly resolutions of a joint stock company that are adopted in violation of the law, the company’s articles of association, or the principle of good faith may be annulled by a court if the conditions prescribed by law are met.   Therefore, questions such as “How can a general assembly resolution of a joint stock company be annulled?”, “How long is the limitation period for filing an action against a general assembly resolution?”, “Who can request the annulment of a general assembly resolution?” and “Which general assembly resolutions can be annulled?” are of particular importance, especially for shareholders, the board of directors, and members of the board of directors.   In this art..

How Can Foreigners Establish a Company in Türkiye? 2026 Updated Guide

How Can Foreigners Establish a Company in Türkiye? 2026 Updated Guide

  The number of foreigners seeking to invest in Türkiye, conduct commercial activities, or establish a business is increasing every day. Under Turkish law, foreign individuals and legal entities are generally permitted to establish companies in Türkiye, and the company formation process is largely similar to the system applicable to Turkish citizens. However, additional matters must be considered when foreigners establish a company in Türkiye, including passports, tax identification numbers, documents relating to foreign shareholders, apostille and notarization procedures, and, where a foreign shareholder will actively work in Türkiye, work permit requirements. For this reason, before establishing a company, foreign investors should assess not only the type of company they intend to establish but also the required incorporation documents, capital structure, work permit requirements, residence status, and post-incorporation obligations as a whole.   In this article, we address the most frequently asked questions regarding company formation by foreigners in Türkiye, including how foreigners can establish a company in Türkiye, which documents are required for a company with foreign..

Removal and Withdrawal of Shareholders in a Limited Liability Company

Removal and Withdrawal of Shareholders in a Limited Liability Company

Under Turkish law, the withdrawal or removal of a shareholder from a limited liability company does not occur merely because there is a dispute between the shareholders. For both procedures, the applicable statutory provisions, the articles of association, general assembly resolutions, and, where necessary, court proceedings must be taken into consideration. Therefore, it should not be assumed that a shareholder can withdraw from the company or be removed simply by submitting a resignation letter, adopting a shareholders’ resolution, or sending a notarized notice. For the transaction to be legally valid, it is important to determine the procedure appropriate to the circumstances of the case, examine the applicable decision-making quorums, calculate the separation payment (squeeze-out/withdrawal compensation), and properly complete the relevant trade registry procedures. This article explains the ways in which a shareholder of a limited liability company may withdraw from the company, the circumstances under which a shareholder may be removed, actions for withdrawal for just cause, legal remedies against a removal decision, and matters concerning the separation p..

How to Get a Work Permit in Türkiye? A Guide to Foreigners' Right to Work, Application Requirements, and the Turquoise Card

How to Get a Work Permit in Türkiye? A Guide to Foreigners' Right to Work, Application Requirements, and the Turquoise Card

As a rule, foreigners must obtain a work permit to work legally in Türkiye. A work permit is an official authorization granting foreign nationals the right to work within the borders of the Republic of Türkiye under a specific employer or independently under certain conditions. Pursuant to the International Labor Force Law No. 6735, work permits are issued by the Ministry of Labor and Social Security, and the participation of foreigners in the Turkish labor market is subject to specific rules. As Uzunpınar & Tüfek International Law Firm, we provide comprehensive legal consultancy services to our clients regarding work permit applications, extension procedures, appeals against work permit rejections, and Turquoise Card processes...

From What Date Can a Rent Determination Lawsuit Be Filed Under Article 344/3 of the Turkish Code of Obligations (TCO) If the Parties Have Executed a Supplementary Agreement on the Rent Amount?

From What Date Can a Rent Determination Lawsuit Be Filed Under Article 344/3 of the Turkish Code of Obligations (TCO) If the Parties Have Executed a Supplementary Agreement on the Rent Amount?

As Uzunpınar & Tüfek International Law Office, we provide comprehensive legal consultancy and litigation services in disputes arising from tenancy law. In particular, in rent determination lawsuits filed pursuant to Article 344/3 of the Turkish Code of Obligations, determining whether the tenancy relationship has exceeded the five-year period and assessing the effect of subsequent rent adjustment agreements on this period are of critical importance. In practice, disputes frequently arise regarding whether additional protocols or subsequently executed agreements between the parties restart the statutory five-year period. In this article, we examine the legal consequences of supplementary agreements increasing the rent amount, the circumstances under which a subsequent agreement may be considered a new lease agreement, the evaluation of comparable market rental values, and the current case law of the Court of Cassation and Regional Courts of Appeal. We also discuss from which date a rent determination action may be filed under Article 344/3 of the Turkish Code of Obligations...

What Is the Crime of Causing Zoning Pollution Under Article 184 of the Turkish Penal Code?

What Is the Crime of Causing Zoning Pollution Under Article 184 of the Turkish Penal Code?

As Uzunpınar & Tüfek International Law Office, we provide comprehensive legal consultancy and representation services in disputes arising at the intersection of criminal law and zoning and urban planning regulations. The offense of causing zoning pollution (violation of zoning regulations), which is frequently encountered in practice, may lead to serious criminal consequences for property owners, developers, contractors, and other parties involved in construction activities carried out without a permit or in violation of the approved building permit. Determining whether the offense has been committed requires a careful assessment of several factors, including the legal definition of a building, the status of construction and occupancy permits, the zoning characteristics of the relevant area, the applicability of effective remorse provisions, and the case law established by the Court of Cassation (Yargıtay). In this article, we examine in detail the elements of the offense regulated under Article 184 of the Turkish Penal Code, the concepts of perpetrator and victim, the scope of the offense, applicable sanctions, effective remorse provisions, and the circumstances under which th..

Objection to Risky Building Determination, Notification of the Risky Building Report, and Other Related Procedures

Objection to Risky Building Determination, Notification of the Risky Building Report, and Other Related Procedures

Under the risky building assessment process carried out pursuant to Law No. 6306, a majority vote of the condominium owners is not required in order to initiate a building risk assessment. The application of a single property owner to a licensed institution, together with the title deed and identification documents, is sufficient. The costs of the assessment are generally borne by the owner who requests it; however, if the assessment is conducted ex officio by the administration, the costs are apportioned among all owners in proportion to their land shares. With respect to the reporting and objection procedures, as a general rule, only one risky building assessment report may be issued for each building. After the report is submitted to the Land Registry, notification is made by posting the notice on the building, publishing it through the e-Government system (e-Devlet), and announcing it at the local headman's office (Muhtarlık). Property owners may file an objection with the Urban Transformation Presidency within fifteen days from the date of notification or bring an annulment action before the administrative court within thirty days. Buildings for which no objection is filed, or..

Administrative Termination of a Construction Contract in Urban Transformation Projects

Administrative Termination of a Construction Contract in Urban Transformation Projects

As Uzunpınar & Tüfek International Law Firm, we provide comprehensive and professional legal services to our clients in matters concerning the administrative termination of construction agreements, which frequently arise in practice within the scope of urban transformation law, construction law, and real estate law disputes. Particularly in urban transformation projects carried out under Law No. 6306 on the Transformation of Areas Under Disaster Risk, the termination of construction agreements due to a contractor’s failure to fulfill its contractual obligations may lead to significant legal consequences for property owners, contractors, and public authorities alike. Accordingly, it is of utmost importance that the legal conditions for termination are properly assessed, that the application process is conducted in compliance with the relevant legal requirements, and that any resulting disputes are managed effectively. In this article, we will examine in detail the conditions under which a construction agreement may be terminated by the administration pursuant to Law No. 6306, the applicable application procedure, the calculation of the relevant statutory periods, and the legal i..

New Amendments to the Regulation on Commercial Advertisements and Unfair Commercial Practices

New Amendments to the Regulation on Commercial Advertisements and Unfair Commercial Practices

With the Regulation Amending the Regulation on Commercial Advertisements and Unfair Commercial Practices, published in the Official Gazette on 1 July 2026, the following amendments and additions have been introduced to the Regulation, effective as of 1 August 2026. ..

What Is a Penalty Clause in Construction Contracts? Delay, Disputes, and Legal Remedies

What Is a Penalty Clause in Construction Contracts? Delay, Disputes, and Legal Remedies

Ceza maddesi, taraflardan birinin sözleşmede belirtilen yükümlülüklerini yerine getirmemesi durumunda ödemeyi kabul ettiği önceden belirlenmiş bir tazminat miktarıdır. İnşaat sözleşmelerinde genellikle işin zamanında teslim edilmemesi veya inşaatın sözleşmesi şartlarına aykırı olarak yapılma durumlarında uygulanır...

How Is the Real Estate Purchase and Sale Process Managed for Foreigners?

How Is the Real Estate Purchase and Sale Process Managed for Foreigners?

The real estate purchase and sale process for foreigners is not limited solely to title deed transactions, but is a comprehensive procedure that includes numerous legal, administrative, and financial stages. Determining whether the property is eligible for acquisition, complying with legal restrictions, ensuring contractual security, and properly structuring the payment process are of great importance in preventing potential risks. For this reason, real estate purchase and sale transactions by foreigners in Türkiye stand out as a field that requires thorough knowledge of the legislation and careful legal planning...

The Situation of Condominium Owners Who Cannot Reach an Agreement with the Contractor Within the Scope of the Urban Transformation Law

The Situation of Condominium Owners Who Cannot Reach an Agreement with the Contractor Within the Scope of the Urban Transformation Law

In renewal processes carried out within the scope of the Urban Transformation Law, the inability of condominium owners to reach an agreement with the contractor constitutes one of the significant areas of dispute frequently encountered in practice. Particularly after the determination of a risky building, the failure to achieve consensus between the parties raises questions regarding how the process will proceed and how rights will be protected. For this reason, in cases where an agreement with the contractor cannot be reached, the legal position of condominium owners and the legal remedies available to them must be carefully evaluated within the framework of the Law...

Land Share Adjustment Lawsuit

Land Share Adjustment Lawsuit

Land share adjustment lawsuits are of great importance in ensuring the principle of fair distribution in immovable properties subject to condominium ownership Land shares that are determined in a manner incompatible with the location size and characteristics of independent units may over time lead to serious loss of rights and disputes For this reason lawsuits concerning the adjustment of land shares are among the types of cases that require technical examination and legal evaluation to be carried out together and demand careful attention and expertise..

Permission to Show the Leased Property Lawsuit

Permission to Show the Leased Property Lawsuit

Permission to Show the Leased Property lawsuits are among the special types of disputes aimed at preserving the balance of interests between the parties throughout the continuation of the lease relationship. Where the showing of the leased property to third parties for legally valid reasons such as sale or re-leasing is obstructed, the conditions under which this right may be exercised must be carefully assessed. For this reason, permission to show the leased property lawsuits constitute legal processes that must be addressed within the framework of lease-specific regulations, with due regard to the principles of proportionality and necessity...

Investment Consultancy

Investment Consultancy

  Reliable, comprehensive, and strategically planned legal consultancy is essential for individuals and institutions planning to invest both in Turkey and abroad...

Foreigners Law

Foreigners Law

  Foreigners Law is a branch of law that regulates the legal status of foreign nationals residing in Türkiye, in matters such as residence permit, work permit, citizenship, acquisition of immovable property, and deportation decisions. This area has gained significant importance in recent years, especially with the increase in migration processes. For foreigners who wish to live, work, invest, or acquire citizenship in Türkiye, proper management of these procedures is critical to prevent legal mistakes that may lead to irreversible consequences...

Documents Required For Turkish Citizenship Application

Documents Required For Turkish Citizenship Application

The Turkish citizenship application process is a procedure that is conducted meticulously before administrative authorities and in which proper documentation is of great importance. In order for the application to be duly evaluated, the requested documents must be submitted in a complete, up-to-date, and legally compliant manner. Therefore, the documents required for applying for Turkish citizenship must be carefully determined according to the type and legal basis of the application and must be properly prepared from the very beginning of the process...

Commercial Law

Commercial Law

Uzunpınar & Tüfek International Law Firm provides strategic legal consultancy in the field of commercial law to ensure that companies and investors conduct their commercial activities in a secure sustainable and legally compliant manner From commercial contracts to corporate structuring and the resolution of commercial disputes we deliver result oriented solutions that protect our clients commercial interests at every stage We stand by your side to minimize legal risks in your commercial relationships and to establish a strong legal foundation..

Consumer Law

Consumer Law

  It is a specialized branch of law that ensures the protection of consumers against unfair practices encountered when purchasing goods and services and is subject to regulations at both national and international levels...

Corporate Law

Corporate Law

  Corporate law goes far beyond company formation — it covers every stage from incorporation to liquidation...

Real Estate Law

Real Estate Law

  Real estate law is the branch of law that covers all transactions related to immovable properties such as land, plots, residences, and commercial properties, as well as the disputes that may arise from these transactions...