Starting from their foundation we provide professional legal support to domestic and foreign companies at every step of their development process. We work meticulously to minimize legal, commercial and contractual risks. We carry out the necessary harmonization studies by mastering all the details of the legislation related to the sector and market in which our client operates. Some of the services provided within our office are as follows:

• Collective, commandite, limited liability, joint stock company establishment procedures
• Preparation of legal due diligence reports
• Preparation and revision of the Company’s articles of association; preparation of other necessary agreements, establishment of business relationships, obtaining permits and licenses
• Share transfers, regulation of relations between shareholders
• Mergers and acquisitions of companies; acquisitions and disposals of companies,
• Arrangement of general assembly and board of directors meetings, preparation of documents; filing a lawsuit and taking measures against the resolutions of the general assembly and board of directors of the company; action for annulment of the general assembly resolution of the joint stock company; action for annulment of the resolutions of the board of directors of the joint stock company, action for annulment of irregular meeting
• Payment of capital contribution obligation of joint stock company and default
• Increase of capital through public offering, capital increase from internal resources, capital increase through amendment of articles of association, increase of registered capital up to the ceiling capital with the resolution of the board of directors, increase by increasing the nominal value of existing shares, increase by issuing new shares
• Capital decrease
• Criminal liability in joint stock companies
• Release of the Board of Directors
• Shareholders’ dividend and liquidation share receivables
• Exit or dismissal from the partnership
• Liability for fraudulent inventory,
• Responsibility for subsidiary or controlling company reports,
• Issuance of share certificates, usufruct certificates
• Share ledger cases
• Share certificate transfer
• Transfer of share capital
• Limited liability company capital transfer
• Limited liability company call for meeting
• Transactions in stocks and bonds; management and acquisition of securities
• Disputes arising from trade name
• Responsibility for commercial book certification
• Disputes arising from invoice and confirmation letter
• Disputes arising from trade books and financial statements
• Disputes arising from current account
• Ordinary company, joint venture, consortium
• Merger, demerger and change of type transactions of commercial companies
• Disputes arising from trademark use
• Protection, transfer and attachment of trademarks
• Trademark infringement and its consequences
• Invalidation and cancellation of a trademark
• Unfair Competition lawsuits, detection, prevention, rectification, material and moral compensation lawsuits
• Unfair competition in the form of causing misleading situation (confusion)
• Unfair competition through critical, disparaging, exaggerated and misleading advertisements
• Unfair competition through advertisements that are monetized, comparative or give the impression of being the “best” in the market

The most frequently asked questions within the scope of commercial law are as follows:

What are the commercial books that must be kept by traders?

Keeping commercial books is listed among the provisions and consequences of being a merchant. The obligation to keep commercial books starts with the operation of the commercial enterprise and continues until the merchant title is lost.  In terms of real person merchants, it is obligatory to keep the journal, ledger, inventory book. For legal entities; it is necessary to keep a journal, general ledger, inventory book and resolution book. In addition, share ledger, board of directors’ resolution book, general assembly meeting negotiation book are also listed among the books in companies.

What should be done in case of loss or disposal of the books that must be kept?

In the event that the books, which are obligatory to be kept, are lost due to fire, flood, and other reasons, the merchant must obtain a certificate of loss from the court where the commercial enterprise is located within 15 days of learning this. If the lost book is not received in due time, it is interpreted as avoiding the submission of the books.

What is a current account?

The current account is a receivable and payable breakdown created by individuals or organizations in a continuous and mutual receivable and payable relationship in order to secure their accounts. The parties intend to offset their receivables and payables in certain periods according to this account breakdown. There must be a written contract between the parties. In the absence of a contract, it alone does not constitute evidence of receivables. The statute of limitations arising from the current account agreement is 5 years.

What is a Joint Stock Company?

It is a type of company whose capital is certain and divided into shares, and which is liable for its debts only with its assets. In this company, shareholders are liable to the company only in proportion to their subscribed shares. According to the Commercial Code, joint stock companies are subject to the authorized capital system and the registered capital system. Joint stock companies that are not publicly traded can switch to the registered capital system by obtaining permission from the Ministry of Trade. Joint stock companies wishing to offer their shares to the public may switch to the registered capital system by obtaining permission from the Capital Markets Board. Joint stock companies may be established by a single person.

Although no permission from any authority is required for incorporation and amendment of articles of association, companies that are subject to special permission in terms of their field of activity are required to obtain permission from the Ministry of Trade. According to the Communiqué on Increase of Capital of Joint Stock Companies and Limited Liability Companies to New Minimum Amounts and Determination of Joint Stock Companies Subject to Permission for Establishment and Amendment of Articles of Association, the companies subject to ministerial permission are listed below.

• Banks
• Financial Leasing Companies
• Factoring companies,
• Consumer Finance and Card Services Companies,
• Asset Management Companies,
• Insurance Companies,
• Holdings Established as Joint Stock Companies,
• Companies operating foreign exchange kiosks, companies engaged in general merchandising,
• Agricultural Products Licensed Warehousing Companies,
• Commodity Exchange Companies,
• Independent Audit Companies,
• Surveillance Companies,
• Technology Development Zone Management Companies,
• Companies Subject to the Capital Markets Law
• Establishment of Free Zone Founder and Operator Companies

What are the documents required for incorporation of a joint stock company?

Pursuant to Article 336 of the Commercial Code; the articles of association, valuation reports, agreements with the company being established, the founders and other persons, including those related to the acquisition of real estate and businesses, (…) are incorporation documents. These shall be placed in the registry file and copies thereof shall be kept by the company for five years.

Although a joint stock company is established with the articles of association; in case of the contribution of assets in kind as capital or the acquisition of a business, the relevant documents must also be prepared.

What are the Inalienable Powers in Joint Stock Companies?

In joint stock companies, the powers that cannot be delegated by the general assembly are determined. The resolutions specified in Article 408 of the Turkish Commercial Code must be taken by the general assembly. It is not possible to transfer these powers to another body by contract.

• Amendment of the articles of association.
• Election of the members of the Board of Directors, determination of their terms, remuneration, attendance fees, bonuses and premiums, resolution on their release and dismissal.
• Election and dismissal of the auditor, except for the cases stipulated in the Law.
• To adopt resolutions on the financial statements, the annual report of the Board of Directors, the annual profit, the determination of dividends and profit shares, and the use of the reserve fund, including its contribution to the capital or to the profit to be distributed.
• Dissolution of the company, except for the cases stipulated by law.
• Authorizations for the wholesale of significant amounts of company assets are not transferred.

For joint stock companies with a single shareholder, this shareholder has all the powers of the general assembly. The resolutions to be adopted by the sole shareholder as the general assembly must be in writing in order to be valid.

How is the General Assembly Meeting Held in Joint Stock Companies?

General Assembly meetings may be held in two ways: ordinary and extraordinary. In case it is necessary and mandatory for the Company, an extraordinary general assembly meeting may be held if the agenda that necessitates a meeting is formed. The ordinary general assembly meeting must be held within 3 months following the end of each activity period. There is no stipulated time frame for the extraordinary general assembly meeting.

Unless otherwise provided in the articles of association, the general assembly shall be held at the place where the company is located. In order for the meeting to be held outside the company headquarters, this must be written in the articles of association.

Who Can Call a General Assembly Meeting in Joint Stock Companies?

The board of directors, shareholders, liquidation committee in case of liquidation, minority and the court may call the general assembly for a meeting. The board of directors may call the general assembly for a meeting even if its term has expired. In the event that the board of directors fails to convene continuously or the meeting quorum is not formed, a single shareholder may call the general assembly to convene by applying to the court and obtaining permission. In closed joint stock companies, the minority representing at least one tenth of the capital, and in public joint stock companies, the minority of shareholders constituting at least one twentieth of the capital may call the general assembly to a meeting.

Resolution Making Quorums in Joint Stock Companies

Unless otherwise provided by law or the articles of association, resolutions amending the articles of association shall be adopted by a majority of the votes present at the general assembly meeting where at least half of the company’s capital is represented. In case the meeting quorum foreseen in the first meeting is not obtained, a second meeting may be held within one month at the latest. The meeting quorum for the second meeting shall be the representation of at least one third of the company capital at the meeting. Provisions in the articles of association that reduce the quorums stipulated in this paragraph or stipulate a quorum shall be invalid.

Resolutions requiring unanimity to amend the share capital are as follows:

1. Resolutions imposing obligations and secondary obligations to cover balance sheet losses.
2. Resolutions regarding the relocation of the Company’s headquarters abroad.

Resolutions requiring at least seventy-five percent of the share capital are as follows:

1. Complete change of the Company’s field of activity.
2. Creation of privileged shares.
3. Restriction of transfer of registered shares.

The resolutions on mitigated changes in the share capital are as follows:

For companies whose shares are traded on stock exchanges, the meeting quorum in Article 418 shall be applied in the general assembly meetings to be held in order to take resolutions on the following issues, unless otherwise stipulated in their articles of association. This corresponds to a 25% voting majority.

1. Amendment of articles of association on increasing the capital and raising the upper limit of registered capital.
2. Resolutions on merger, demerger and change of type.

What are the Circumstances for the Postponement of General Assembly Meetings in Joint Stock Companies?

If the minimum meeting quorum specified in the law and the articles of association is not met, the meeting may be postponed. In addition, pursuant to Article 420 of the Turkish Commercial Code, the meeting may be postponed for one month upon a request to discuss the financial statements.

The discussion of the financial statements and related matters shall be postponed for one month upon the request of the shareholders holding one tenth of the share capital, or one twentieth of the share capital in publicly held companies, upon the resolution of the chairman of the meeting, without the need for a resolution of the general assembly. The postponement shall be notified to the shareholders by announcement as stipulated in the first paragraph of Article 414 and published on the website. For the following meeting, the general assembly shall be convened in accordance with the procedure stipulated in the law.

What are the Grounds for Annulment of the General Assembly Resolution in Joint Stock Companies?

Shareholders, the board of directors and the members of the board of directors may file an action for annulment against the general assembly resolution within three months from the date of the resolution in case of violation of the provisions of the law or the articles of association or the rules of good faith.

The annulment action is filed against the company. However, in the annulment lawsuit filed by the board of directors, the company must be represented by the trustee appointed by the court. If other persons who can file a lawsuit file a lawsuit; the board of directors may represent the company.

What are the grounds for nullity of general assembly resolutions in joint stock companies?

Article 447 of the Commercial Code lists the grounds for nullity.

The general assembly resolutions, in particular;

1. That limits or eliminates the shareholder’s rights to participate in the general assembly, minimum voting, litigation and inalienable rights arising from the law,
2. Restricts shareholders’ rights to obtain information, inspection and audit, except to the extent permitted by law,
3. Resolutions that disrupt the basic structure of the joint stock company or are contrary to the provisions on the protection of capital shall be null and void.

The expression “specifically stated in the provision of the law” shows that these reasons are not limited to those stated in the law. Absolutely null and void resolutions are resolutions that are null and void from the beginning.

What is a Limited Liability Company?

A limited liability company is a commercial company established by one or more real or legal persons under a trade name with a definite share capital, consisting of the sum of the shares of this capital. Limited liability companies may be established for any economic purpose and subject not prohibited by law. The limited liability company agreement must be in writing. The limited liability company agreement must be in writing and the signatures of the founders must be notarized.

What are the Inalienable Powers of the General Assembly of a Limited Liability Company?

According to Article 616 of the Commercial Code;

1. Amendment of the articles of association.
2. Appointment and dismissal of directors.
3. Appointment and dismissal of the community auditor and auditors.
4. Approval of the Group’s year-end financial statements and annual report.
5. Approval of the year-end financial statements and annual report, resolution on dividends, determination of profit shares.
6. Determination of remuneration and release of directors.
7. Approval of transfers of capital shares.
8. Requesting the court to remove a shareholder from the company.
9. Authorizing the director to acquire the company’s own shares or approval of such an acquisition.
10. Dissolution of the company.
11. Deciding on matters that the general assembly is authorized by law or the articles of association or that are submitted to the general assembly by the directors.

The Inalienable powers of the general assembly, if specified in the articles of association of the company, are as follows

1. Approval of the activities of the directors in cases where the approval of the general assembly is required pursuant to the company agreement.
2. Deciding on the exercise of pre-emption, pre-emption, repurchase and purchase rights.
3. Approval for the establishment of a pledge right over the shares of the capital.
4. Issuing an internal directive on ancillary performance obligations.
5. In the event that the company agreement does not provide for the approval of the shareholders pursuant to the fourth paragraph of Article 613, granting the necessary authorization for the approval of the directors and shareholders to engage in activities incompatible with the obligation of loyalty to the company or the prohibition of competition.
6. Removal of a shareholder from the company for reasons stipulated in the company agreement.

In limited liability companies with a single partner, this partner has all the powers of the general assembly. The resolutions to be taken by the sole shareholder as the general assembly must be in writing in order to be valid

How is Share Transfer Realized in Limited Liability Companies?

In limited liability companies, the transfer of shares (share transfer) is realized by making a written agreement and notarizing it. This agreement must be approved by the shareholders’ meeting. Approval is granted by majority vote. Upon completion of the approval process, this transfer must be registered in the share ledger. Although registration in the share ledger is not a constitutive element, it is important in terms of determining the share transfer and being explanatory.  Upon completion of the approval of the share transfer, this resolution must be published in the trade registry gazette.

The capital share may also be transferred by inheritance, property regime between spouses or execution. In this case, the approval of the general assembly is not required.

Scope of Legal Liability in Limited Liability Companies

The provisions regarding legal liability in joint stock companies are also applicable to limited liability companies. Accordingly legal liability arises in cases:

1. Documents and declarations are contrary to the law
2. Misrepresentations about capital and recognition of inability to pay
3. Corruption in the valuation of assets and businesses in kind
4. Where the founders, members of the board of directors, managers, liquidators and auditors are liable.

Due to this liability, the company has the right to compensation for damages. In terms of legal liability, the right to claim compensation shall expire two years from the date of learning and in any case five years from the date of learning of the act giving rise to the damage.  The liability lawsuit can be filed in the commercial court of first instance where the company headquarters is located.