Commercial & Corporate Law
Legal assurance at every stage � from company formation and contracts to disputes and liquidation.
Turkish commercial law, within the framework of the Turkish Commercial Code (TCC) and related legislation, covers a wide field from the formation of companies to their activities, from restructuring to liquidation. At Efeo�lu Law and Consultancy, we combine the technical knowledge and practical experience required by commercial and corporate law to provide comprehensive legal support to our clients.
Company Formation and Structuring
When starting a new commercial venture, the most critical step is choosing the appropriate company type to suit the business's needs and managing the formation process correctly. Each of the different structures � limited liability company, joint-stock company, general partnership or cooperative � has its own particular advantages, obligations and tax consequences.
- Strategic advisory on company type selection
- Drafting articles of association and shareholder agreements
- Managing registration with the Trade Registry
- Determining capital structure and share distribution
- Board of directors and managers' board structuring
- Opening statutory books and completing initial procedures
Mergers, Demergers and Transfers
In line with growth strategies, market positioning or restructuring requirements, companies sometimes proceed with mergers, demergers or transfers. These processes are subject to the strict procedural rules prescribed by the TCC and require careful legal preparation.
- Legal due diligence
- Drafting merger/demerger plans and agreements
- Legal support in valuation processes
- Protection of minority shareholders' rights
- Managing Ministry of Trade and competition authority processes
- Post-transaction integration advisory
Shareholder Disputes
Disputes between company shareholders are among the most serious legal problems that can threaten the continuity of a business. Resolving matters such as profit distribution, management rights, non-compete violations or requests to exit the company in a sound manner requires both speed and expertise.
- Detailed analysis of articles of association and shareholder agreements
- Management of mediation and negotiation processes
- Filing proceedings for dissolution and expulsion on just grounds
- Proceedings to determine the exit value of shares
- Proceedings to annul general assembly resolutions
Commercial Contracts and Risk Management
Contracts, which form the foundation of all commercial relationships, must set out the rights and obligations of the parties clearly. Ambiguous wording, inadequate provisions or unlawful clauses can lead to serious disputes further down the line.
- Dealership, franchising and distributorship agreements
- Supply, sales and service agreements
- Confidentiality and non-compete agreements
- Joint venture arrangements
- Legal analysis of existing contracts and revision recommendations
- Legal recourse in cases of breach of contract
For all aspects of commercial contract drafting and dispute management, please see our work in Contract Law.
Company Liquidation
Failure to comply with legal procedures in the process of winding up commercial activities can have serious legal consequences for directors and shareholders. At every stage of a liquidation � whether on ordinary grounds or through dissolution for just cause � creditor rights, employee entitlements and tax obligations must be carefully managed.
- Managing the liquidation resolution and procedural processes
- Appointment of a liquidator and definition of their scope of authority
- Calling creditors and settling liabilities
- Distribution of assets and closing of final accounts
- Completing deregistration from the Trade Registry
For the protection of creditor rights and debt collection during liquidation, please see our work in Enforcement and Bankruptcy Law.
Frequently Asked Questions
Why is legal support needed when setting up a company?
Depending on the type of company, drafting the articles of association, determining the capital structure and drawing up shareholder agreements require legal expertise. A properly structured entity from the outset prevents disputes that may arise in the future.
What should be considered during a company merger?
If critical stages such as due diligence, valuation, the merger agreement and Ministry of Trade approvals are not conducted in accordance with procedure, the transaction may be declared invalid. Experienced legal counsel minimises these risks.
How are disputes between shareholders resolved?
The company's articles of association and shareholders' agreement are examined first; resolution is then sought through mediation or litigation. Depending on the nature of the dispute, arbitration or court proceedings may be preferred.
Should I set up a limited company or a joint-stock company?
A limited company has lower formation and management costs and is suitable for small and medium-sized businesses. A joint-stock company offers advantages in terms of going public, ease of share transfer and attracting institutional investors. Legal advice is recommended to determine the most appropriate structure for your needs.
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