From incorporation to day-to-day operations we make sure corporate decisions are taken lawfully, and we represent your company in shareholder disputes.
Scope
- Incorporation and articles of association
- General assembly and board procedures
- Share transfers and shareholder agreements
- Mergers, demergers and conversions
- Disputes between shareholders
Incorporation and articles of association
Joint stock and limited companies are governed by the Turkish Commercial Code No. 6102. The articles of association set the company’s name, purpose, capital, shareholding and management. Choices made at incorporation shape the relationship between shareholders for years.
General assemblies and management
The ordinary general assembly must meet within three months of the end of each financial year. Notices, agenda, quorums and registration of resolutions must follow the statutory procedure, or the resolutions may be annulled.
Share transfers and shareholder agreements
In a limited company, a share transfer requires a written agreement with notarised signatures and the approval of the general assembly. In a joint stock company, the form of transfer depends on the type of share and any restrictions in the articles.
Shareholder agreements covering voting, pre-emption rights and exit terms are among the most effective tools for preventing later disputes.
Mergers, demergers and disputes
Mergers, demergers and conversions require documents and timelines set out in detail by law. Shareholder disputes may involve actions to annul general assembly resolutions, liability claims and requests to leave or exclude a shareholder.
Frequently asked questions
How are shares in a Turkish limited company transferred?
By a written agreement with notarised signatures and, unless the articles provide otherwise, approval of the general assembly. The transfer is entered in the share ledger and registered with the trade registry.
When must the ordinary general assembly be held?
Within three months of the end of each financial year — for companies using the calendar year, usually by the end of March.
How can a general assembly resolution be challenged?
Resolutions contrary to the law, the articles or good faith can be challenged by the persons listed in the law within three months of the resolution. Some serious defects make a resolution void.
Articles are for general information only; always consult a lawyer about your specific situation.