Company Law
Legal consultancy and case management in company formation, share transfers, general assembly and board procedures, disputes among shareholders, and mergers and acquisitions.
Company law comprises the rules governing the processes from the formation of commercial companies to their dissolution, as well as the relationships among the company and its shareholders, directors, and third parties. Built primarily around the Turkish Commercial Code, it places the structure of joint-stock, limited liability, and other company types, the functioning of their organs, and shareholding relationships within a legal framework. The following is a general and informative overview of the field.
Scope of the Field
Company law encompasses many interconnected matters. Topics frequently encountered in practice include:
- Company formation, drafting of the articles of association, and registration procedures
- Share transfers and capital increase and reduction transactions
- General assembly and board meetings and decision-making processes
- Disputes among shareholders, withdrawal, exclusion, and dissolution requests
- Mergers, divisions, conversions of type, and acquisition processes
- Ongoing (regular) legal advisory services for companies
These topics may arise in both non-litigation transactions and judicial proceedings.
How the Process Generally Works
A company law matter usually begins with an assessment of the existing situation and documents. The articles of association, share ledger, general assembly and board resolutions, trade registry records, and any shareholders' agreement are examined, and the legal nature of the matter is determined. Consideration is then given to whether resolution is best pursued through non-litigation methods (negotiation, contractual arrangement, corporate structuring adjustments) or through judicial channels. In transactions such as mergers and acquisitions, conducting the stages of legal review (due diligence), contract negotiation, and registration in the correct order is important.
Points for Clients to Consider
In corporate transactions, compliance with procedure and orderly documentation can be decisive. Points generally useful to keep in mind include:
- Drafting the provisions of the articles of association clearly and in line with the company's needs
- Observing statutory convocation and resolution procedures in general assembly and board meetings
- Completing the formal requirements for share transfers and entry in the share ledger
- Tracking time limits and procedural rules in actions for annulment and liability
Procedural shortcomings can affect the validity of resolutions adopted and transactions carried out.
The Firm's Approach
Our office provides legal advisory services and litigation support to companies and individuals in the area of company law. In its work, each file is assessed according to its particular circumstances within the framework of the applicable legislation, and legal support is offered at various stages, from formation and articles-of-association processes to shareholder disputes and merger and acquisition transactions. The information on this page is general in nature; a specific matter requires an individual legal assessment tailored to the particular case.
Frequently Asked Questions
Does a share transfer require a written agreement and a general assembly resolution?
The procedure varies by company type. For limited liability companies, transfer of a capital share generally must be in writing with notarized signatures and, in most cases, requires general assembly approval, while different rules apply to bearer and registered shares in joint-stock companies. The validity of the transfer and its entry in the share ledger are assessed according to the specific situation.
What options are available when a dispute arises among shareholders?
Several legal avenues exist, such as annulment of general assembly resolutions, liability actions, withdrawal or exclusion, and dissolution for just cause. Any negotiation and dispute-resolution clauses provided in the articles of association or a shareholders' agreement are also taken into account; the appropriate route is determined according to the circumstances of each file.
Would you like to discuss a legal matter?
You can get in touch with us to have your case evaluated and to receive general information about the process.