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SERKA विधि कार्यालयअंतर्राष्ट्रीय कानूनी सलाह

तुर्की में कॉर्पोरेट और वाणिज्यिक कानून

तुर्की में कॉर्पोरेट और वाणिज्यिक कानून

Corporate and commercial law governs how a company is formed, owned, operated, restructured, and wound down, and how its commercial relationships are documented and enforced. For a foreign founder or an international group operating in or through Turkey, the practical work falls into two streams: building a structure that matches how the business will actually trade, and managing the contracts, governance, and disputes that follow. Serka विधि कार्यालय advises international clients on both streams under Turkish and cross-border commercial law.

अधिवक्ता Serkan Kara, Istanbul Bar No. 53770
Last updated: June 2026

What does corporate and commercial legal counsel actually cover?

Corporate and commercial counsel covers company formation, corporate governance, shareholder and board arrangements, commercial contracts, mergers and acquisitions, regulatory and tax compliance, restructuring, intellectual property, and dispute resolution. In Turkey these matters sit primarily under the Turkish Commercial Code No. 6102, supported by the Turkish Code of Obligations No. 6098 for contractual relationships. We work across all of these as one mandate rather than as isolated tasks, because a formation decision made today determines the tax, signature authority, and exit options available years later.

Which company structure fits a foreign-owned business in Turkey?

Turkish company law recognizes five company forms under the Turkish Commercial Code No. 6102: the Joint Stock Company, the Limited Liability Company, the Collective Company, the Commandite (limited partnership) Company, and the Cooperative. For foreign investors, the realistic choice is almost always between the first two, or a branch of an existing foreign company. The right answer depends on liability exposure, the number of shareholders, fundraising plans, and how shares need to move later.

Structure Best suited to Key features
Limited Liability Company (Ltd.) Most small and mid-size ventures and holding vehicles Limited liability for shareholders, simpler administration, lower minimum capital, shares transferred by notarized deed
Joint Stock Company (A.S.) Larger operations, capital raising, future investors or sale Freely transferable shares, board governance, suited to share pledges, employee share plans, and public offering paths
Branch office Foreign companies wanting a presence without a separate entity No separate legal personality, activity tied to the parent, narrower than a subsidiary

Foreign investors hold the same company-formation and ownership rights as Turkish nationals on the basis of the Foreign Direct Investment Law No. 4875, which puts foreign and domestic capital on an equal footing for most sectors. We confirm sector-specific permits before incorporation, because a small number of regulated areas carry licensing conditions that change the structuring decision.

How long does company formation take and what is involved?

Incorporating a company in Turkey is a defined, multi-step process that typically completes within a short number of weeks once documents are in order. The path runs through preparing and notarizing the articles of association, obtaining tax identification, depositing capital where required, registering with the relevant Trade Registry, and publishing in the Trade Registry Gazette, followed by tax and social security registrations to begin trading.

  1. Structure and shareholding decision, including share classes, signature authority, and capital
  2. Drafting the articles of association and supporting corporate documents
  3. Notarization, apostille of foreign documents, and powers of attorney where the founder is abroad
  4. Trade Registry registration and Gazette publication
  5. Tax office and social security registration, company seal, and bank account activation

Founders who are outside Turkey do not need to travel. We complete incorporation through a power of attorney, so the company can be registered while the client remains abroad. For a deeper walkthrough of incorporation, see our guidance on establishing companies in Turkey.

What commercial contracts does a trading company need?

A trading company needs contracts that allocate risk before a dispute arises, not after. The core set governed by the Turkish Code of Obligations No. 6098 includes shareholder agreements, supply and distribution contracts, service and consultancy agreements, agency and franchise contracts, licensing agreements, and sale and purchase terms. Cross-border contracts add a further layer: governing law, jurisdiction, and dispute-resolution clauses that must hold up under the Private International Law and Procedure Law No. 5718.

We draft and negotiate these documents with the enforcement stage already in mind. A contract that reads well but selects an unenforceable forum, or omits a clean arbitration clause, costs far more to fix in litigation than it would have cost to draft correctly. For international agreements, we align the choice-of-law and dispute clause with where the counterparty’s assets actually sit, so a future award can be enforced rather than merely won.

What does corporate governance and compliance require?

Corporate governance is the system of rules and controls that defines who decides what inside a company and how those decisions are recorded. Under the Turkish Commercial Code No. 6102, this includes board and general assembly procedures, directors’ duties, shareholder rights, annual reporting, and the maintenance of statutory books. Companies handling personal data also carry obligations under the Personal Data Protection Law No. 6698 (KVKK), which applies to employee, customer, and vendor data alike.

Strong governance is not paperwork for its own sake. Clear authority limits and proper minutes are what protect directors from personal exposure, satisfy investors during due diligence, and keep a later sale or financing from stalling over missing corporate records. We set governance up correctly at formation and keep it current through ongoing counsel, so the company is always sale-ready and audit-ready.

How are mergers, acquisitions, and restructurings handled?

A merger or acquisition is a documented transfer of ownership or assets that requires due diligence, negotiated transaction agreements, regulatory clearances, and a controlled closing. Under the Turkish Commercial Code No. 6102, share transfers, asset deals, mergers, demergers, and conversions each follow distinct procedures, and competition clearance may be required where thresholds are met. The legal work determines whether the buyer inherits hidden liabilities or acquires a clean entity.

On the buy side, we run legal due diligence, surface liabilities that affect price, and negotiate representations, warranties, and indemnities that put the risk where it belongs. On the sell side, we prepare the company so diligence runs smoothly and the deal does not erode on disclosed defects. Across cross-border deals we coordinate the Turkish elements with foreign counsel and with foreign-investment requirements. For inbound investment structuring, see foreign direct investment, and for share and asset transactions, business disputes counsel supports the contested files.

What happens when a commercial dispute arises?

When a commercial dispute arises, the company has three routes: negotiated settlement, litigation before the Turkish commercial courts, or arbitration where the contract provides for it. The right route is usually decided long before the dispute, by the dispute-resolution clause in the underlying contract. Turkey is a party to the 1958 New York Convention, so a properly drafted arbitration clause produces an award enforceable across more than 170 countries.

We act in contract, shareholder, supply, and post-acquisition disputes, and we structure each matter around the fastest credible path to recovery rather than the longest possible fight. Where money is owed, interim measures can secure assets early and create real settlement pressure. For contested commercial matters we coordinate with our international commercial litigation and international arbitration teams, and for recovery of unpaid sums with our debt collection and enforcement practice.

How is tax and regulatory compliance managed?

Tax and regulatory compliance for a Turkish company covers corporate income tax, value added tax, withholding obligations, and sector-specific regulation, together with annual filings and bookkeeping. The legal exposure is highest where a foreign group’s cross-border payments, transfer pricing, and permanent-establishment position are not aligned with how the local entity actually operates. We coordinate the legal structure with tax treatment so the two do not contradict each other, and we represent companies in disputes with the tax authorities. Sector licensing and customs questions are handled together with our tax and customs practice.

How is intellectual property protected for a business?

A business protects its intellectual property by registering trademarks, patents, and designs, securing copyright in created works, and enforcing those rights against infringement. For companies entering Turkey, the priority step is early trademark registration, because rights are largely registration-based and a delayed filing can leave a brand exposed to a prior local application. We secure registrations, structure licensing and assignment terms inside commercial contracts, and pursue enforcement where a competitor crosses the line.

Do I need a corporate lawyer, or can I handle this myself?

You need corporate counsel at the points where a mistake is expensive to reverse: choosing the entity, drafting the shareholder agreement, signing any cross-border contract, and any acquisition or exit. Routine, low-risk operational steps can often run in-house once the framework is built. The value of preventive counsel is measured in the disputes that never happen, because the contract, governance, and structure were correct from the start. Acting only after a problem appears is consistently the more costly path.

Why work with Serka विधि कार्यालय

Serka विधि कार्यालय advises international founders, investors, and companies on the full corporate and commercial lifecycle under Turkish and cross-border law. We deliver formation, governance, contracts, transactions, compliance, and disputes as a single coordinated mandate, with one attorney accountable for the file. Wherever the client is based, the work is conducted in writing, with clear scope and a fixed engagement, and we coordinate Turkish-law steps with foreign counsel where a matter spans more than one jurisdiction.

Related practice areas include company establishment, foreign direct investment, real estate and property acquisition, employment and work permits, and technology law and data privacy.

Frequently asked questions

Can a foreigner own 100% of a Turkish company?

Yes. Foreign investors can hold full ownership of a Turkish company in most sectors on the basis of the Foreign Direct Investment Law No. 4875, which grants foreign capital the same rights as domestic capital. A limited number of regulated sectors carry specific conditions or caps, which we confirm before incorporation so the structure is correct from the outset.

Do I have to be in Turkey to set up a company?

No. Company formation can be completed entirely through a power of attorney while the founder remains abroad. We prepare the articles of association, handle notarization and Trade Registry registration, and activate the company without requiring the founder to travel. Documents executed outside Turkey are apostilled and translated as part of the process.

What is the difference between a Limited Liability Company and a Joint Stock Company?

A Limited Liability Company suits most small and mid-size ventures, with simpler administration and lower capital, and shares transferred by notarized deed. A Joint Stock Company suits larger operations and capital raising, with freely transferable shares, board governance, and a path to bringing in investors, pledging shares, or a future public offering. The choice depends on size, ownership plans, and exit strategy.

Will a contract signed in Turkey be enforceable abroad?

It can be, if it is drafted correctly. A judgment of a Turkish court requires recognition and enforcement in the foreign country, while an arbitral award benefits from the 1958 New York Convention and is enforceable across its 170-plus member states. For cross-border contracts we select the governing law, jurisdiction, and dispute clause with enforcement in mind, aligned to where the counterparty’s assets are located.

How quickly can a company be incorporated?

Once the structure is decided and documents are in order, incorporation typically completes within a short number of weeks. The main timing variables are the apostille and translation of foreign documents and the issuance of a power of attorney where the founder is abroad. We prepare these in parallel to keep the registration on the shortest realistic timeline.

What documents do you need to start?

To begin, we generally need passport copies of the shareholders and directors, the proposed company name and activity, the intended shareholding and capital, and a power of attorney for the founders who are abroad. For corporate shareholders we add the parent company’s incorporation documents, apostilled and translated. We send a precise checklist tailored to the chosen structure once the mandate is confirmed.

Request a confidential case assessment

Send the details of your matter and we will respond in writing with a clear scope and a fixed, all-inclusive engagement. Reach us at info@serkalaw.com or through the contact form on this site. Serka विधि कार्यालय, Gayrettepe, Besiktas, Istanbul.

This page is general information, not legal advice. An attorney-client relationship is formed only by a signed engagement. Statutory references reflect Turkish law as understood at the date of last update and should be confirmed for a specific matter.

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