Commercial and corporate law
Whether you are setting up a company, facing a dispute with a partner or chasing an unpaid commercial invoice, we help you plan the right next step.
Commercial law covers the legal life of a business from incorporation to liquidation: choosing the company type, drafting the articles of association, the rights and duties of shareholders, and transactions between merchants. The main statute is the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu, TTK).
Some rules between merchants (tacir) are stricter than in ordinary dealings. A merchant who wants to put the other side in default, terminate a contract or withdraw from it must send that notice through a notary, registered letter, telegram or registered electronic mail (KEP) (TTK art. 18/3). A business that receives an invoice and does not object within eight days is deemed to accept its contents (TTK art. 21/2). Short deadlines like these often decide a case before it reaches court.
For commercial claims for payment of money or compensation, applying to a mediator before filing a lawsuit is a procedural requirement (TTK art. 5/A). Since 1 September 2023 this also covers commercial actions to set aside an objection to enforcement, actions for a declaration of non-debt and actions to recover money paid. If mediation is skipped, the court dismisses the case on procedural grounds.
We advise companies and entrepreneurs on Istanbul's Anatolian side, including foreign shareholders, on incorporation, shareholder structure, share transfers and general assembly matters. We also represent clients in shareholder disputes and commercial debt claims, both in mediation and before the commercial courts of first instance at the Istanbul Anatolian Courthouse (Anadolu Adliyesi). For drafting contracts, see our Contract Law page; for promissory notes and cheques, see Law of Obligations.
When you may need this
- You want to set up a limited (Ltd. Şti.) or joint stock (A.Ş.) company and need to know which type suits you and what the articles of association should say.
- You want to transfer your shares in a limited company or bring in a new partner.
- You no longer get along with your business partner and want to leave the company or have a partner excluded.
- You believe a general assembly resolution breaches the law or the articles of association.
- A company you supplied goods or services to is not paying, and you want to collect the debt.
- You received an invoice or a formal notice and want to object correctly and on time.
- You are considering closing, liquidating or converting the company.
How the process works
- 01
First meeting and document review
We review the articles of association, trade registry records, correspondence between partners and invoices. In the first meeting we identify any deadlines already running.
- 02
Roadmap
For incorporations and transfers we list the resolutions, documents and registration steps. For disputes we explain negotiation, formal notice, mediation and litigation, with expected costs and timing.
- 03
Formal notice and negotiation
We prepare a notice that meets the form rules between merchants and handle written negotiations. Many shareholder and payment disputes are settled at this stage.
- 04
Mandatory mediation
For commercial money and compensation claims we file the pre-trial mediation application and attend the sessions. A settlement signed in mediation is enforceable like a court judgment.
- 05
Lawsuit and interim measures
If there is no settlement we file at the commercial court and, where needed, request a precautionary attachment (ihtiyati haciz) or injunction. Court-appointed expert reports often shape the outcome of commercial cases.
- 06
Registration and follow-up
After a judgment or agreement we complete the follow-up steps: trade registry filings, share ledger entries or enforcement proceedings.
Services in this area
- Incorporation, choice of company type and drafting the articles of association01
- Share transfers and admission of new partners in limited and joint stock companies02
- Shareholders' and partnership agreements03
- General assembly and board/managers' resolutions and meeting procedures04
- Exit, exclusion and annulment of general assembly resolution cases05
- Mandatory mediation and commercial court litigation for business debts06
- Formal notices between merchants, invoice objections and defect notices07
- Capital increases, conversions, mergers and liquidation08
Documents worth bringing
- Articles of association (şirket sözleşmesi) and any amendments
- Trade Registry Gazette announcements and a current registry extract
- Relevant pages of the share ledger and the general assembly and board/managers' resolution books
- Shareholders' agreements, share transfer agreements or protocols
- Invoices, delivery notes, account statements and commercial book entries
- The contract between the parties, purchase orders, e-mails and KEP correspondence
- Formal notices (ihtarname) sent or received
- Signature circulars and documents showing who may represent the company
How fees and costs are determined
Our fee is agreed in a written fee agreement according to the scope of work. Advisory work such as incorporations, transfers or general assemblies can be priced separately from litigation and enforcement. By law the fee cannot be lower than the Minimum Attorney Fee Tariff (Avukatlık Asgari Ücret Tarifesi, AAÜT) published each year by the Union of Turkish Bar Associations; if a percentage of the claim is agreed, the limits in Article 164 of the Attorneys' Act apply. We set out in writing what the fee includes at the first meeting.
Separately from the fee, court fees and an advance on costs are paid when filing; expert fees are common in commercial cases. Incorporations and transfers involve notary, trade registry and publication costs. In mandatory mediation, if no agreement is reached, the first two hours of the mediator's fee are paid by the Ministry of Justice and later added to the costs of the lawsuit; if agreement is reached, the parties share the fee equally unless they agree otherwise. The losing party is ordered to pay the court costs and the other side's attorney fee as set by the AAÜT.
Frequently asked questions
What does it cost to set up a company in Turkey?
It depends on the company type, the capital and how the incorporation is carried out. The main items are notary or registry certification, registry and publication fees, the Competition Authority contribution, depositing the capital in a bank, and an accountant's services. Minimum capital for joint stock and limited companies is set by presidential decree and can change, so check the current figure with the Ministry of Trade or the chamber of commerce.
How are shares transferred in a limited company?
A share transfer in a limited company requires a written agreement with notarised signatures (TTK art. 595). Unless the articles say otherwise, the general assembly must approve the transfer, and it takes effect with that approval. The transfer is then entered in the share ledger and registered with the trade registry. Because the outgoing partner may remain liable for certain tax and social security debts for a period, it is worth checking the company's liabilities first.
How can I leave a company if my partner and I disagree?
In a limited company, if the articles do not grant a right to exit, a partner can ask the court for permission to leave on just cause (TTK art. 638) and is paid the real value of their share. A joint stock company has no direct exit right; shareholders holding a certain proportion of the capital can sue for dissolution on just cause, and the court may order a buy-out of their shares instead (TTK art. 531). Documenting the just cause is what these cases usually turn on.
Which commercial disputes require mediation first?
Commercial claims for payment of money or compensation, and commercial actions to set aside an objection to enforcement, for a declaration of non-debt or for recovery of money paid, all require a mediation application before filing (TTK art. 5/A). Cases without a money claim, such as leaving a partnership or annulling a general assembly resolution, are outside this rule. The mediator has six weeks from appointment, extendable by up to two weeks.
Is there a deadline to challenge a general assembly resolution?
Yes. In a joint stock company, an action to annul a resolution that breaches the law, the articles or good faith must be filed within three months of the resolution date (TTK art. 445), and the same rule applies to limited companies. Once that period has passed, annulment is no longer possible; only resolutions that are null and void can be challenged without a time limit.
Which court hears commercial cases?
The commercial court of first instance (asliye ticaret mahkemesi) hears commercial disputes related to both parties' businesses and matters governed by the Commercial Code, such as companies, negotiable instruments, carriage and insurance (TTK arts. 4 and 5). Commercial cases from Üsküdar and the rest of the Anatolian side are usually heard at the commercial courts in the Istanbul Anatolian Courthouse in Kartal. Above a certain claim value the court sits as a panel of three judges; that threshold is updated every year.
Do I need a lawyer for a commercial case?
Representation by a lawyer is not legally required; the person authorised to represent the company can file the case. In practice, short objection periods, form rules between merchants, the mediation requirement and expert examinations make procedural mistakes costly in commercial cases. In addition, joint stock companies above a certain capital size are required to retain a lawyer under contract (Attorneys' Act art. 35).
This page is for general information only and does not constitute legal advice. Every legal matter has its own circumstances; please request a meeting for your specific situation.
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