Yazar: lawyerfbc

Minority shareholders in Turkey often assume they have limited power: “If I don’t control the majority, I can’t protect myself.” In reality, Turkish corporate law provides several protection mechanisms—but only if the shareholder knows what to ask for and how to document it. The most common minority problems arise when governance is unclear, information rights […]
A share transfer can look simple—“I sell my shares, you pay, done.” In Turkey, it is rarely that clean. The procedure depends heavily on the company type: Limited Liability Company (Ltd. Şti.) versus Joint-Stock Company (A.Ş.). Foreign investors often face delays or disputes because they misunderstand transfer approvals, ignore pre-emption rights, or fail to update […]
In Turkey, many corporate disputes and financial losses don’t start with bad business—they start with bad signing authority design. If the company’s representation and signing authority is too broad, one person can bind the company to loans, guarantees, leases, or long-term contracts that shareholders never intended. If it is too strict, operations slow down and […]
Articles of Association in Turkey: Key Clauses and Negotiation Points (2025) When you incorporate a company in Turkey, the Articles of Association (AoA) is not just a standard form for the Trade Registry. It is the company’s constitutional document: it defines how the company is governed, how decisions are made, and how shareholders protect themselves […]
Foreign investors often focus on how to incorporate a company in Turkey—MERSIS, Trade Registry, bank account, and operations. But the real long-term cost of a Turkish company is shaped by tax compliance, documentation discipline, and transaction structure. The biggest problems usually don’t come from the headline tax rates. They come from avoidable mistakes: wrong invoicing […]
If you are setting up a foreign-invested company in Turkey or bringing in a partner/investor, your Articles of Association alone are rarely enough. The real “deal rules” that prevent disputes—and protect your money—typically sit in a Shareholders’ Agreement (SHA). A well-structured shareholders’ agreement in Turkey clarifies control, funding, exit rights, and what happens when things […]
If you’re launching a startup in Turkey, choosing the right legal structure is not just paperwork—it directly affects fundraising, share transfers, control, and how easily you can exit later. The two most common options are a Limited Liability Company (Ltd. Şti.) and a Joint-Stock Company (A.Ş.). Both can work for startups, but they serve different […]
When investors talk about M&A in Turkey, they often mix two different realities: acquiring a company by buying shares (share deal) and combining companies through a statutory merger (merger). Both can produce the same business result—control and consolidation—but the legal mechanics, approvals, timelines, and risks are very different. If you are planning a transaction in […]
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