Corporate Law

1. Expertise and In-Depth Experience in Corporate Law
Corporate law goes far beyond company formation — it covers every stage from incorporation to liquidation. At Uzunpınar & Tüfek International Law Firm, we have guided hundreds of local and foreign companies through the full lifecycle of corporate structuring. Alongside our solid grasp of legislation, we stand out with our practical experience and our ability to accurately understand corporate structures and shareholder dynamics.

2. Agile and Compliant Legal Support in Corporate Processes
In corporate operations, timing and compliance are critical. For mergers, general assemblies, or capital increase procedures, fast and orderly progress is essential for legal security and business continuity. That’s why we plan every step transparently and according to a clear schedule. We manage the entire process efficiently to minimize delays and risks.

3. Strategic Perspective to Secure the Future of Companies
We provide legal consultancy not only with today’s needs in mind, but with a view toward long-term stability. We proactively address potential shareholder disputes through carefully crafted agreements, and analyze risks in mergers and acquisitions. By strengthening internal governance legally, we help secure not only immediate compliance but also the company's lasting reputation and operational continuity.

4. Transparency, Trust, and Compliance-Focused Service
Trust and clear communication are fundamental in corporate legal services. We explain every step with reasoning, share vital information to support decision-making, and offer strategic insights based on various scenarios. With this approach, we enhance investor confidence and ensure seamless internal compliance.

Our Legal Services in Corporate Law Include

1. Company Formation (Limited & Joint Stock Companies)
Drafting articles of association, trade registry registration, MERSIS procedures

2. Capital Increase/Reduction and Amendment of Articles
Issuance of new shares, capital reduction, registration of charter amendments

3. Share Transfers and Shareholders Agreements
Sale of equity, pre-emption rights, agreements between shareholders

4. Mergers and Acquisitions (M&A)
Mergers, share or asset purchases, due diligence and transaction structuring

5. Company Liquidation and Closure
Company dissolution, liquidation procedures, notifications to creditors

6. General Assembly and Board Processes
Ordinary/extraordinary general meetings, resolution drafting and registration

7. Resolution of Shareholder Disputes
Exclusion of partners, profit distribution conflicts, board-related disputes

8. Protection of Minority Shareholders' Rights
Ensuring rights to information, inspection, and litigation for minority owners

9. Litigation for Annulment of General Assembly Resolutions
Challenging unlawful general meeting resolutions through litigation

10. Internal Corporate Audit and Compliance Consultancy
Legal risk analysis, internal audit systems, and regulatory compliance services

FREQUENTLY ASKED QUESTIONS

1. How can I participate in the general assembly as a minority shareholder?
According to the Turkish Commercial Code, minority shareholders holding at least 10% of shares (5% for publicly traded companies) can request a general assembly meeting. If this request is denied, a call can be made through the court. Working with a corporate lawyer in Istanbul is important for effectively managing this process, allowing participation in decision-making and preventing possible loss of rights.

2. Do I have the right to request information from the company as a minority shareholder?
Yes, minority shareholders can request activity reports, financial statements, and management decisions in writing. The company cannot refuse this request; otherwise, shareholders may file a lawsuit at the commercial court in Istanbul. This right is crucial for transparency and healthy partnership relations. Company lawyer support ensures proper preparation and increases feasibility.

3. How can disputes regarding profit distribution between partners be resolved?
Profit distribution disputes typically arise due to insufficient provisions in the company agreement. In such cases, mediation, general assembly decisions, or court processes become relevant. Professional legal support is necessary, especially as this is a common issue among companies in Istanbul. A corporate lawyer ensures both the protection of legal rights and continuity of business relationships.

4. How can a partner be removed, and under what conditions is it valid?
Removing a partner is possible only if included in the company agreement and based on valid reasons. Causes such as damaging company operations, severe breaches of obligations, or threats towards partners can justify removal. In Istanbul, this process is mostly managed through court decisions. Within corporate lawsuits, documents are prepared with a lawyer to ensure legal compliance.

5. How is notification to creditors made during company liquidation?
The liquidation process begins with announcements to creditors via the Turkish Trade Registry Gazette and local newspapers. Amounts allocated to creditors who do not apply by the end of the announcement period remain in the company treasury for three years. Trade registry offices in Istanbul oversee this process. Corporate lawyers handle creditor notifications, closing declarations, and liquidation reports.

6. Are company closure and liquidation the same?
No, company closure means stopping operations, while liquidation involves paying debts, collecting receivables, and transferring assets. A company is not officially closed until the liquidation is complete. Company liquidations in Istanbul typically take 6-12 months. Working with a corporate lawyer facilitates smooth completion of this process.

7. Why is due diligence conducted during mergers and acquisitions (M&A)?
Due diligence involves a detailed review of the legal, financial, and operational status of the company being purchased or merged. This process reveals company risks, existing liabilities, and contracts. Due to the high volume of M&A transactions in Istanbul, legal audits ensure safe completion of investments. A corporate lawyer identifies hidden risks to protect the buyer.

8. Which is more advantageous in acquisitions: share transfer or asset transfer?
This depends on the company's business area, debt situation, and buyer's objectives. Share transfer includes all debts and liabilities; asset transfer involves only certain assets. It is crucial to consult a lawyer for accurate distinction in Istanbul M&A projects. Choosing the wrong structure can lead to significant legal issues.

9. What should be considered when deciding on a capital increase?
For capital increase transactions, a call to partners must be made, the distribution of new shares determined, and a general assembly decision obtained. After the capital increase, the articles of association must be updated and registered with the trade registry. Istanbul trade registry offices are meticulous about document completeness. Assistance from a corporate formation lawyer ensures thorough and valid execution.

10. When does it become mandatory to amend the articles of association?
Amendments are required when significant changes are made to the company name, business scope, capital amount, or management structure. Changes approved in the general assembly become effective upon registration with the trade registry. In Istanbul, these processes often occur via MERSIS company formation procedures. A corporate lawyer ensures compliance with regulations.

11. Is it mandatory to work with a lawyer to establish a company in Istanbul?
No, according to the Turkish Commercial Code, working with a lawyer is not mandatory during company establishment. However, working with a corporate formation lawyer in Istanbul helps prevent errors in critical processes such as contract drafting, determining initial capital, defining business activities, and registering with the trade registry. It ensures the establishment process is completed swiftly, compliantly, and completely. Additionally, it helps prevent future partnership disputes.

12. What documents are required when establishing a limited liability company?
Required documents include identification copies of shareholders, address details, capital declarations, company name, business activity description, and articles of association. Additionally, authorization documents and signature declarations for company managers are required. The Istanbul trade registry offices process these documents. Preparing these documents with a corporate formation lawyer accelerates the process and prevents missing information.

13. What are the advantages of establishing a company with a lawyer?
Working with a corporate lawyer in Istanbul eliminates potential legal risks the company may face in the future. It ensures that the articles of association are drafted according to business needs, clearly defines partnership structure, and effectively plans future growth objectives. In major cities like Istanbul, professionally managing legal processes saves time and costs. Additionally, advice on tax and commercial law is provided.

14. How long does the company formation consultancy service take?
Company formation consultancy usually takes between 2 to 4 working days if documents are ready. Correct handling of transactions in the MERSIS system, trade registry registrations, and notary processes directly affect the timeline. When managed systematically by a corporate formation lawyer, the duration significantly shortens. Company establishments in Istanbul can typically be finalized within the same week, depending on workload.

15. How much does a lawyer charge for establishing a company?
Fees for services by a corporate lawyer in Istanbul vary according to the type of company (limited or joint-stock), number of shareholders, and transaction details. The average consultancy fee ranges from 10,000 TL to 25,000 TL, covering MERSIS company formation procedures, contract drafting, and notary processes. Additional licenses required by business activities are charged separately. Working with a lawyer ensures compliance with legal regulations.

16. How is a share transfer done, and is notarization required?
A share transfer agreement must be notarized and registered with the trade registry for limited liability companies. For joint-stock companies, notarization is usually not required; a written agreement is sufficient. In Istanbul, updating the share ledger and internal documents during this process is crucial. A corporate lawyer manages all procedures thoroughly to guarantee legal validity.

17. How are minority shareholder rights protected in joint-stock companies?
After establishing a joint-stock company, minority shareholders have rights to request general assembly meetings, access company documents, and file lawsuits. These rights are secured by the Turkish Commercial Code. Quick legal intervention is necessary, particularly in large cities like Istanbul, if such rights are violated. A corporate lawyer in Istanbul prevents loss of rights in these processes.

 

18. Why is lawyer support essential in mergers and acquisitions?
Mergers and acquisitions involve many technical, financial, and legal risks. Therefore, due diligence must be carried out by an expert corporate lawyer. In Istanbul transactions, competition law and tax planning must also be considered. Professional support throughout these processes increases investor confidence.

19. How is a capital increase conducted?
Capital increase procedures start with a general assembly decision and are reflected in the articles of association. This decision is then registered with the trade registry. Lawyer support for corporate formation in Istanbul is recommended for accurate trade registry processes. Incorrect or incomplete documents can cause delays.

20. How long does company liquidation take?
The company liquidation process typically takes from 6 months to 1 year. Procedures involve creditor announcements, obtaining clearance from the tax office, and registering closure with the trade registry. Although these processes are quicker in cities like Istanbul, careful planning is essential. A corporate lawyer in Istanbul ensures compliance and smooth completion of the process.

21. How can a general assembly decision be annulled?
To annul a general assembly decision, it must violate the law, articles of association, or good faith principles. Minority shareholders or adversely affected partners can file lawsuits at the commercial court. Such lawsuits in Istanbul fall under corporate litigation and require expertise. A corporate lawyer supports this process with evidence to defend client rights effectively.

22. How are disputes between shareholders resolved?
Disputes between partners are evaluated according to the company's articles of association and any shareholder agreements. If communication fails, mediation or litigation processes may arise. In Istanbul, engaging a corporate lawyer early on is crucial for rapid resolution. Quick resolution is vital for company continuity.

23. How is an internal company audit conducted with lawyer support?
Internal company audits evaluate the firm's legal risks and compliance with regulations. Company contracts, authorization documents, share ledger entries, and board decisions are analyzed during this audit. Companies in Istanbul regularly conduct these audits to avoid potential legal liabilities. A corporate lawyer in Istanbul provides professional guidance during these audits.

24. Why is internal compliance consultancy important?
Compliance consultancy ensures company activities adhere to legal regulations and ethical standards. Compliance is required in various areas like labor law, tax law, and data protection. Regular audits by a corporate lawyer provide legal security, especially for companies operating in major commercial hubs like Istanbul. Such consultancy prevents legal penalties.

25. Is a shareholder agreement mandatory?
Under the Turkish Commercial Code, shareholder agreements are not mandatory but provide significant practical benefits. Issues such as inter-shareholder obligations, voting rights, and rules for share transfers can be clearly detailed in these agreements. Preparing shareholder agreements in Istanbul effectively prevents disputes. Working with an experienced corporate lawyer is recommended.

26. What services do lawyers preparing share transfer agreements in Istanbul provide?
Corporate lawyers in Istanbul manage all stages of the share transfer process. Services include drafting share transfer agreements, updating share ledgers, notifying the trade registry, and handling notary procedures. Professional assistance is essential for timely and accurate processes, especially in foreign-partnered structures. Incorrect transfers can result in serious legal issues.

27. When do decisions made in the general assembly become valid?
Decisions made in the general assembly become valid once approved during the meeting; however, they must be registered with the trade registry to become binding for third parties. Trade registry offices in Istanbul are meticulous about the necessary documentation. A corporate lawyer ensures the process is complete and legally compliant, clarifying internal processes and external obligations.

28. Under what circumstances can a company dissolution occur?
Company dissolution occurs due to partner disputes, the end of business activity, or prolonged financial losses. Dissolution decisions are taken in the general assembly and become effective after trade registry registration. Dissolution processes in Istanbul must be carefully planned. A corporate lawyer ensures correct legal and operational management.

29. What benefits does working with a lawyer provide during company mergers?
Mergers and acquisitions carry high legal, financial, and operational risks. Lawyer support ensures accurate drafting of merger agreements and legal structuring of all related processes. In Istanbul, engaging a lawyer specialized in corporate and tax law enhances investor security and contributes to the swift and smooth completion of mergers.

30. How is a company name change carried out?
A company name change begins with a general assembly decision, amending the title clause in the articles of association. This decision is then registered via MERSIS and the trade registry. In Istanbul, this process typically takes 3-5 working days. A corporate lawyer accelerates the process and ensures completeness of documents.

31. Can a general assembly be held without a lawyer?
Yes, a general assembly meeting can be held without a lawyer; however, this may cause issues regarding the legality of decisions and registration with the trade registry. In Istanbul, working with a corporate lawyer is crucial to prevent the annulment of decisions. Special attention must be given to minority rights, dissenting opinions, and registration processes. Professional support ensures the validity and enforceability of general assembly decisions.

32. Does a corporate lawyer offer monthly consultancy?
Yes, many corporate lawyers in Istanbul offer monthly consultancy services. These services cover areas such as contract reviews, issuing formal notices, general assembly decision advisory, payroll and personnel matters. Monthly consultancy ensures companies receive continuous legal support and remain prepared for unexpected risks. It provides significant advantages, especially for businesses with high commercial activity.

33. Which type of company is more advantageous: Limited or Joint-stock?
Establishing a limited liability company is suitable for small and medium-sized businesses due to lower capital requirements and limited partner numbers. Joint-stock companies are preferable for large investments and public offerings. In Istanbul, the choice should depend on tax benefits, partnership structure, and growth objectives. Working with a corporate formation lawyer facilitates selecting the correct structure.

34. What is a share ledger, and is keeping it mandatory?
A share ledger is an official document showing the partners' share ratios and changes. According to the Turkish Commercial Code, keeping a share ledger is mandatory for both limited and joint-stock companies. Proper management of share ledgers in Istanbul ensures transparency and legal compliance of company structures. Failure to maintain accurate records can cause issues during share transfers or litigation.

35. How are directors appointed in a limited liability company?
In limited liability companies, directors are appointed by shareholders through a general assembly decision, clearly stating their authorities in the articles of association. An authorized signature circular is then issued, and registration is made with the trade registry. Professional lawyer support in Istanbul ensures accuracy and speed of this process. Director appointment significantly impacts company representation.

36. How is the shareholders' right to request information exercised?
Shareholders have the right to examine financial statements, board resolutions, and official company documents. This right, especially critical for minority shareholders, cannot be obstructed. In Istanbul, if this right is violated, shareholders can enforce it through court. A corporate lawyer manages this process, from preparing applications to gathering evidence.

37. What should be considered during a company transfer?
During a company transfer, factors such as share percentages, debt and receivable structure, employee rights, and brand assets must be considered. A detailed share transfer agreement should be prepared between the buyer and seller. Managing this process with a corporate lawyer in Istanbul helps prevent potential legal disputes. Incorrect company transfers can create substantial liabilities.

38. How is a company address change carried out?
An address change must be decided by the general assembly and updated in the articles of association. This decision is then registered through MERSIS and the trade registry. Additionally, local tax authorities in Istanbul must be notified. A corporate lawyer in Istanbul ensures documents are correctly and promptly prepared for smooth completion.

39. Can enforcement proceedings be initiated for company receivables?
Yes, enforcement proceedings can be initiated for unpaid invoices and contractual receivables. Applications made to authorized enforcement offices in Istanbul start legal collection processes with payment orders sent to debtors. A corporate lawyer effectively manages this process, calculating statutory interest and associated costs. Strict compliance with legal procedures ensures rapid proceedings.

40. What are the benefits of obtaining specialized corporate legal consultancy services in Istanbul?
A corporate lawyer in Istanbul is well-versed in local regulations and practices, providing rapid solutions in commercial contracts, debt collection, corporate litigation, and tax disputes. Continuous consultancy protects companies from legal risks and helps prevent crises through timely interventions. It offers long-term legal security, especially for businesses aiming for growth.

41. How are fees for corporate lawyers in Istanbul determined?
In Istanbul, corporate lawyer fees are determined based on company size, service scope, and duration. Pricing structures vary for ongoing consultancy, litigation, or company formation services. Fees may also be offered in package formats, particularly when working with a corporate formation lawyer. Pricing complies with the minimum fee tariff published by the Istanbul Bar Association.

42. How much do corporate formation lawyers charge?
The average cost of working with a corporate formation lawyer in Istanbul ranges between 20,000 TL and 45,000 TL, depending on service scope. This fee covers contract drafting, MERSIS procedures, trade registry applications, and notary processes. Additional permits or documents required due to business activities may incur separate charges. Fees also vary by company type (limited/joint-stock).

43. How much is the monthly corporate lawyer consultancy fee?
Monthly consultancy fees in Istanbul range between 15,000 TL and 35,000 TL, depending on service details. Services include contract reviews, personnel management, general assembly advisory, and legal preparations for proceedings. Monthly fixed fees from corporate lawyers provide continuous legal protection. Long-term consultancy agreements may offer discounted rates.

44. How are legal fees determined in mergers and acquisitions?
In technical transactions such as mergers and acquisitions, lawyer fees are calculated based on transaction volume and the scope of due diligence. In Istanbul, fees are usually structured as fixed fees plus success-based components. Legal audits, contract drafting, and antitrust evaluations significantly influence fees. Obtaining a detailed quotation after an initial consultation is advisable.

45. What are typical legal fees for corporate litigation?
The nature and value of litigation determine legal fees for corporate lawsuits. In Istanbul, fees for cases in commercial courts, such as general assembly annulments, partner removals, or liability cases, typically start around 40,000 TL. Fees can vary based on litigation duration, need for expert testimony, and complexity of evidence. Working with an experienced corporate lawyer ensures correct and swift management of litigation processes.