Company Law
Company law is the field of law that regulates the establishment, management, partnership structure, capital arrangement, share transfers, general assembly and management bodies of commercial companies, mergers, acquisitions, liquidations and company disputes. In order for companies to operate in a healthy manner, they must act in accordance with the rules of company law.
There are many companies operating in trade, finance, technology, construction, logistics, production, foreign trade and service sectors in Istanbul. For this reason, legal consultancy is important in many areas, from company establishment to commercial cases, from partnership disputes to contract management.
What is Company Law?
Company law is the branch of law that regulates the establishment and management of a company for commercial purposes by more than one person or a single person, and the rights and obligations arising from company activities. The type of company, the responsibilities of the partners, capital structure and decision-making processes are the main issues of this field.
This area of law is not limited to company establishment. Daily commercial activities of companies, relations between partners, share transfer, general assembly decisions, management responsibility and termination of the company are also within the scope of company law.
In which law is company law regulated?
The main source of company law is the Turkish Commercial Code No. 6102. The Turkish Commercial Code regulates commercial enterprises, trading companies, negotiable instruments, transportation, maritime trade and many issues related to insurance law.
For companies, trade registry legislation, tax legislation, labor law, personal data protection, competition law and capital market regulations may also be important. For this reason, corporate law is often evaluated together with different areas of law.
What are the Company Types?
There are different types of companies in Turkish law. The choice of company type directly affects the liability of partners, capital structure and management style of the company.
| Company Type | Key Feature |
|---|---|
| Incorporated company | Its capital is divided into shares, and the company is responsible for its debts with its assets. |
| Limited company | It is a type of company that has a limited number of partners, a certain capital structure and is common in practice. |
| Unlimited company | Partners may have unlimited liability for company debts. |
| limited partnership | There is a common distinction between limited and limited partnership. |
| Cooperative | It is established to protect certain economic interests of the partners. |
| sole proprietorship | It is a commercial activity model carried out by a single person. |
Incorporated company
A joint stock company is a capital company whose capital is determined and divided into shares, and which is liable for its debts only with the company's assets. As a rule, shareholders are only liable to the company for the capital share they have committed.
Joint stock companies are frequently preferred for large-scale investments, multi-partner structures, corporate management and investment acquisition processes. Board of directors, general assembly, share transfer and capital transactions must be carried out carefully.
Limited company
Limited company is one of the most preferred company types in Turkey. It is frequently preferred by small and medium-sized businesses due to its more limited partnership structure, practical establishment process and business flexibility.
In limited companies, managers, general assembly, capital share, share transfer and rights of partners are important. In particular, disputes between partners, manager powers and share transfer processes should be carefully regulated.
Differences Between Joint Stock and Limited Companies
Although joint stock and limited companies are capital companies, they have different characteristics in terms of establishment, management, share transfer and partnership structure. Which company type is preferred should be determined according to commercial goals and partnership structure.
| Criterion | Incorporated company | Limited company |
|---|---|---|
| capital structure | The capital is divided into shares. | There are capital shares. |
| governing body | There is a board of directors. | There is a manager or a board of managers. |
| Share transfer | Different rules apply depending on the share type. | Notary and general assembly approval is important. |
| Getting investment | It may be advantageous for more corporate structures. | It is preferred in more limited partnership structures. |
| minimum capital | 250,000 TL | 50,000 TL |
Company Establishment
Establishing a company is not just about registering in the trade registry. During the establishment phase, the company type, partnership structure, capital, field of activity, representation authority and management model must be determined correctly.
Choosing the wrong company type or an incompletely prepared company contract may cause partnership disputes, management problems and tax risks in the future. Therefore, it is important to receive legal advice during the establishment process.
Company Articles of Association
The articles of incorporation are the basic legal document of the company. The company's title, headquarters, field of activity, capital, partners, management bodies and representation powers are determined by this document.
Preparing the articles of association with only standard provisions may not be sufficient for every company. The contract must be prepared in detail, especially for companies that will receive investments, establish a family business structure or create special share groups.
Trade Registry Procedures
Establishment, change, share transfer, capital increase, representation authority and liquidation procedures of companies are carried out through the trade registry. Trade registry records show the legal status of the company in terms of third parties.
Missing documents or incorrect decisions in trade registry transactions may result in transactions not being registered. For this reason, general assembly decisions, board decisions, manager decisions and registration documents must be prepared in accordance with the procedure.
MERSİS and Electronic Transactions
Company establishment and some trade registry transactions are carried out through MERSİS. MERSİS is a system that enables the preparation and tracking of trade registry transactions electronically.
Although the electronic application process seems practical, legal documents must be prepared correctly. The application form, articles of association, decision texts and authorization documents may affect the company's future transactions.
Company Bodies
Company bodies are the structures that carry out the company's decision-making and management processes. General assembly and board of directors in joint stock companies; In limited companies, the general assembly and managers are the main bodies.
The authorities, duties and responsibilities of the bodies are determined by law and the company agreement. Irregular decisions may lead to an annulment lawsuit or liability claims.
General Assembly
The general assembly is the main body where the company's partners or shareholders make decisions. Important decisions such as management, profit distribution, capital increase, amendment of the articles of association, share transfer approval and liquidation can be taken at the general assembly.
In general assembly meetings, the call, agenda, meeting quorum, decision quorum and minutes order should be followed carefully. Illegal general assembly decisions may subsequently be subject to an annulment lawsuit.
Board of Directors
In joint stock companies, the board of directors is the management and representation body of the company. Board members carry out the company's activities, make decisions and represent the company to third parties.
Board members have a duty of care and loyalty. Defective transactions that cause company losses may result in the liability of board members.
Limited Company Managers
In limited companies, the company is managed by the manager or board of managers. The powers of the managers are determined by the company agreement, general assembly decisions and trade registry records.
Managers exceeding their authority, failing to keep company records properly, or taking action to the detriment of the company may result in liability. For this reason, representation and management powers should be clearly regulated.
Representation and Signature Authority
In companies, it should be clearly determined who can represent the company and which transactions they can sign. The authority to represent becomes visible to third parties by being registered in the trade registry.
Unauthorized transactions may result in the company incurring debt or a dispute with third parties. Signature circulars, internal directives and decision texts should be checked regularly.
Partnership Structure
The partnership structure of the company directly affects the decision-making processes and company management. Capital shares, voting rights, dividend rights and management powers of the partners should be clearly determined.
An unclear partnership structure may create disputes in the future regarding issues such as share transfer, profit distribution, exit from the company or management authority. For this reason, the partnership arrangement must be established clearly from the beginning.
Share Transfer and Share Transfer
Share transfer is the transfer of the share of the company partner to another person. Share transfer in joint stock and limited companies is subject to different procedures.
In limited companies, a notarized share transfer agreement and general assembly approval are important. In joint stock companies, different processes may be applied depending on whether the share is registered or bearer.
Shareholders Agreement
Shareholders' agreement is a special contract made between company partners that regulates partnership relations in detail. Pre-emption right, right of joint sale, non-competition, management right and exit provisions may be included in this contract.
Shareholder agreements are especially important in companies receiving investment, start-up structures and family companies. Incompletely prepared contracts may lead to serious partnership disputes in the future.
Disputes Between Partners
Disputes may arise between partners regarding management, dividends, capital debt, share transfer, right to information, authority of representation or the future of the company. These disputes can directly affect the company's operations.
In partnership disputes, the company contract, trade registry records, general assembly decisions, management decisions, share ledger and correspondence between the parties should be examined. Legal solutions should be evaluated before the dispute escalates.
Exiting and Being Expelled from the Company
In limited companies, if there are justified reasons, the partner may leave the company or be expelled. There may be special regulations in this regard in the company agreement.
In processes of leaving the company or being dismissed, evaluation of separation fee, company value, partnership share and just cause is important. This process requires technical calculation and legal evaluation.
Capital Increase
Capital increase can be done to increase the financial strength of the company, to receive new investments or to support growth plans. Depending on the type of company, a general assembly decision, amendment to the articles of association and trade registry registration may be required for capital increase.
During the capital increase, the preemptive rights of existing partners, the entry of new partners and changes in share ratios should be carefully evaluated. Incorrect transaction may cause partnership dispute.
Capital Reduction
Capital reduction is the process of reducing the company's capital for certain reasons. It can be done to cover losses or reorganize the capital structure.
Capital reduction is subject to special procedures as it may affect the rights of creditors. Decision, registration, announcement and call to creditors processes must be carried out carefully.
Dividend Distribution
Dividend distribution in companies is made according to the company's financial statements, general assembly decisions and company agreement. Shareholders' right to dividend is one of the important issues of company law.
Irregular profit distribution may result in liability for the company and its managers. Profit distribution decisions should be evaluated together in terms of accounting and law.
Commercial Contracts in Companies
Companies carry out their commercial activities through contracts. Sales, service, supply, distributorship, dealership, lease, consultancy, software and confidentiality agreements determine the company's legal risks.
Payment, delivery, penalty clause, right of termination, confidentiality, competent court, guarantee and liability provisions should be clear in contracts. Unclear contracts can lead to business litigation.
Company Receivables
Enforcement proceedings and lawsuits can be used for invoices, current accounts, checks, promissory notes or contract receivables that companies cannot collect. Timely tracking of receivables is important for the company's cash flow.
In pursuing receivables, the debtor's situation, the document of the receivable, statute of limitations, collateral and the possibility of provisional lien should be evaluated. Delayed collections may negatively affect the financial structure of the company.
Commercial Cases
Commercial lawsuits can be filed between companies for reasons such as receivables, compensation, breach of contract, unfair competition, partnership dispute and current account. These cases are generally heard in commercial courts of first instance.
Before filing a lawsuit in commercial cases, it should be checked whether there is a mediation obligation. Mediation may be a condition of litigation in many commercial cases involving money receivables or compensation.
Mediation in Commercial Disputes
Mediation in commercial disputes is the process in which the parties evaluate the possibility of agreement before filing a lawsuit. If an agreement is reached, the dispute can be resolved without going to court.
If there is no agreement in mediation, a lawsuit can be filed by taking the final report. This report must be submitted to the court in disputes that are a condition of litigation.
Unfair competition
Unfair competition includes actions that violate the rule of honesty in commercial life and cause harm to competitors or customers. Misleading advertising, use of trade secrets, counterfeit products or abuse of the customer environment can be evaluated in this context.
In cases of unfair competition, requests such as detection, prohibition, correction, compensation and return of profits may come to the fore. It is important to collect evidence quickly in unfair competitions that take place in the digital environment.
KVKK Compliance in Companies
Companies; must act in accordance with the provisions of KVKK when processing personal data of employees, customers, suppliers and business partners. Information texts, open consent processes, data retention policies and data security measures are important in this context.
Non-compliance with KVKK may result in administrative fines, loss of reputation and customer complaints. Data protection processes should be carried out carefully, especially in e-commerce, healthcare, human resources and finance sectors.
Labor Law in Companies
The relations of companies with their employees are subject to the provisions of labor law. Employment contracts, wages, overtime, annual leave, severance pay, notice pay, reinstatement and work accident processes are important risk areas for companies.
Improper execution of the dismissal process may result in litigation and compensation against the company. Conducting human resources processes in accordance with the law protects the company.
Tax and Financial Responsibility in Companies
Tax liabilities, accounting records and financial processes of companies should be monitored regularly. Tax debts, SSI premiums, commercial books and declaration obligations may also cause liability for managers.
Violation of financial obligations may result not only in administrative sanctions, but also in some cases, criminal law consequences. For this reason, the company's financial and legal processes should be evaluated together.
Company Mergers and Acquisitions
Company mergers and acquisitions are transactions that require comprehensive legal review. Share structure, debts, contracts, employees, case files, intellectual property rights and tax risks should be evaluated together.
During these processes, a confidentiality agreement, letter of intent, legal review report, share transfer agreement and closing documents are prepared. Incomplete examination may create serious risks for the parties.
Company Liquidation
Company liquidation is the process of terminating the company's activities and liquidating its assets. Appointment of a liquidator, determination of receivables and debts, announcements, trade registry transactions and closing processes must be carried out in accordance with the legislation.
Incomplete execution of liquidation procedures may result in liability for partners and managers in the future. Therefore, the liquidation process should be followed carefully.
Evidence in Corporate Law
In corporate law disputes, evidence mostly consists of written documents and business records. Keeping documents in order is of great importance during the litigation process.
| Type of Evidence | Area of Use |
|---|---|
| company agreement | It shows the basic rules of the company. |
| Trade registry records | It shows registered information and authorities. |
| General assembly decisions | It reveals the decisions taken by the partners. |
| Board decisions | It shows the operations of the company management. |
| Share ledger | Shows share ownership and transfers. |
| commercial books | It is used to prove financial and commercial transactions. |
| Contracts | It determines commercial relationships and obligations. |
| Invoices and bank records | Shows receivables and payment processes. |
| correspondence | It can explain the will of the parties and the dispute process. |
Company Law in Istanbul
Istanbul is one of the trade and company centers of Turkey. For this reason, company establishment, partnership disputes, commercial cases, share transfer, receivables follow-up and company consultancy are frequently on the agenda in Istanbul.
In Istanbul, company transactions can be carried out through trade registry offices, notary offices, mediation offices, enforcement offices and commercial courts. In order for the process to proceed correctly and quickly, it is important to prepare the documents completely.
The Importance of Working with a Corporate Law Lawyer
Company law is a technical branch of law that touches many areas of commercial life. A mistake made in company establishment, share transfer, partnership dispute or commercial lawsuit may have serious financial consequences for the company.
Lawyer support helps to identify the company's risks in advance, secure contracts, and carry out litigation and enforcement processes correctly. Regular legal advice increases the company's long-term commercial security.
Legal Support from Attorney Mehmet Emin Kurşun
Correct legal support in corporate law processes makes the establishment, management, contract, partnership and litigation processes of companies safe. Especially for companies operating in Istanbul, regular legal consultancy helps reduce commercial risks.
Attorney Mehmet Emin Kurşun provides legal support in the fields of company establishment, joint stock and limited company consultancy, share transfer, partnership disputes, commercial contracts, receivables follow-up, commercial lawsuits, KVKK and company liquidation in Istanbul.
Things to Know Before Starting the Legal Process
Before taking action in the field of corporate law, the company type, partnership structure, articles of association, trade registry records, financial situation, contracts and possible risks should be evaluated together. Unprepared transactions may cause commercial disputes in the future.
For people who are considering establishing a company in Istanbul, transferring shares, changing the partnership structure or filing a lawsuit for a commercial dispute, receiving legal support at the beginning of the process reduces the risk of loss of rights.
Frequently Asked Questions
What is company law?
Company law is the field of law that regulates the establishment, management, partnership structure, capital transactions, share transfers, commercial lawsuits and liquidation processes of commercial companies.
Which law regulates company law?
The main source of company law is the Turkish Commercial Code No. 6102. In addition, trade registry, tax, labor law and KVKK regulations may also be important.
What are the most common types of companies?
The most common company types in Turkey are joint stock companies and limited companies. When choosing the company type, capital, partnership structure and operating targets should be taken into consideration.
What is a joint stock company?
A joint stock company is a capital company whose capital is determined and divided into shares, and is responsible for its debts only with the company's assets.
What is a limited company?
A limited company is a type of company that has a certain capital and the liability of the partners is, as a rule, limited to capital commitments.
Is legal support required in company establishment?
Although it is not mandatory, it is useful to get legal support to correctly determine the company type, articles of association, partnership structure and powers of representation.
What to do if there is a dispute between company partners?
The company contract, general assembly decisions, share ledger, trade registry records and correspondence between the parties should be examined. Depending on the dispute, litigation or mediation may be considered.
How to transfer shares?
Share transfer varies depending on the type of company. While notary and general assembly approval are important in limited companies, whether the share is registered or bearer in joint stock companies affects the process.
Is mediation mandatory in commercial cases?
In many commercial cases involving money receivables or compensation, there is a mediation requirement before filing a lawsuit.
Why is corporate law lawyer support in Istanbul important?
Company transactions are intense and commercial disputes are diverse in Istanbul. Legal support reduces risks in company establishment, contract, share transfer, commercial litigation and receivables follow-up processes.
