Based in Antalya, our firm advises entrepreneurs, shareholders, investors, start-ups and established companies across Türkiye on commercial and company law matters.
Our work covers corporate structuring, commercial contracts, investments and share transfers, shareholder relations and commercial disputes. We also provide ongoing legal advice to companies and represent clients in mediation, enforcement proceedings and litigation.
Legal Advice on Company Formation and Shareholder Relations
When a business is established in Türkiye, we advise founders on the legal structure of the company, including the choice between a limited liability company and a joint stock company, capital and share structure, management and representation, signature authority, profit distribution, share transfers and future investment plans.
We prepare the company agreement or articles of association and other corporate documents according to the proposed business and ownership structure. Our work at this stage concerns the legal structuring and documentation of the company; accounting and tax matters are handled separately by the relevant financial advisers.
Where there is more than one shareholder, we also prepare founders’ and shareholders’ agreements covering issues such as management and voting rights, financing, profit distribution, confidentiality, non-compete obligations, share transfers, exit arrangements and deadlock situations. We review these agreements together with the company’s constitutional documents so that the different arrangements remain consistent.
Commercial Contracts
We prepare and review sale, service, supply, lease, licence, software, confidentiality and cooperation agreements according to the company’s business and the particular transaction.
Our review generally covers payment and delivery terms, security, contractual penalties, limitation of liability, intellectual property rights and termination. Where necessary, we also take part in negotiations and ensure the terms agreed between the parties are properly reflected in the contract.
We also advise on dealership, agency, distribution and franchise agreements, including exclusivity, territory, sales targets, commission, trademark use, product supply, non-compete obligations and termination. When disputes arise from these relationships, we assist with negotiation, mediation and litigation.
Ongoing Legal Advice for Companies
Through our ongoing legal advisory services, we help companies deal with legal issues arising in the course of their day-to-day business before these escalate into disputes. We review contracts and other legal documents, prepare notices and responses, and provide support in commercial negotiations and disputes.
Depending on the company’s activities, our work may also involve employment law, personal data protection, trademarks and other intellectual property rights, IT law, e-commerce and consumer law.
We also provide regular legal services to joint stock companies that are subject to the statutory requirement to retain legal counsel under Turkish law.
Investment, Capital Increase and Share Transfers
We advise companies and investors on investments, capital increases, the admission of new shareholders and changes in ownership structure.
Before an investment or acquisition, we may conduct legal due diligence covering corporate records, material contracts, liabilities, securities and ongoing disputes. We prepare and negotiate letters of intent, investment agreements, shareholders’ agreements and the relevant corporate documents.
For share transfers and company acquisitions, we prepare agreements dealing with the purchase price, payment and closing conditions, representations and warranties, liability, indemnification and security. We also assist with the corporate approvals, registrations and notifications required by the transaction.
Transfer, Merger and Reorganisation of Businesses
In the transfer of a commercial enterprise, we examine the assets, contracts, employees, intellectual property rights, receivables and liabilities included in the transaction and prepare the relevant transfer agreements.
We also advise on mergers, demergers and changes of legal form, including their effects on shareholders, contracts, employees and creditors. The necessary agreements, plans, corporate resolutions and other legal documents are prepared in coordination with accountants, auditors and other advisers where required.
Shareholder Disputes and Liability of Directors and Managers
We advise and represent clients in disputes arising from management and voting rights, information and inspection rights, profit distribution, capital increases, share transfers and the use of company assets.
Our work includes disputes concerning the annulment or invalidity of corporate resolutions, removal of directors or managers, withdrawal or expulsion of shareholders and dissolution of a company for just cause.
We also advise shareholders, limited liability company managers and members of the board of directors on claims concerning personal liability arising from company activities.
Commercial Disputes and Debt Recovery
We represent companies and business owners in disputes involving breach of contract, unpaid commercial receivables, cheques and promissory notes, defective goods or services, unfair competition and other commercial claims.
Depending on the case, we handle formal notices, negotiations, mediation, enforcement proceedings and commercial litigation. Where the legal conditions are met, we also apply for provisional attachment and interim measures to protect a claim or the outcome of proceedings.
Concordat and Debt Restructuring
For companies experiencing difficulty in meeting their payment obligations, we assist in negotiations with banks, suppliers and other creditors and prepare debt restructuring agreements concerning maturity, payment schedules and security.
Where concordat is being considered, we assess the legal requirements and handle the legal aspects of the application, including the temporary and definitive respite periods, in coordination with financial advisers and independent auditors. We also represent creditor companies in protecting and pursuing their claims during concordat proceedings.
Foreign-Owned Companies and Investment in Türkiye
We advise foreign individuals and companies that intend to establish a business in Türkiye, become a shareholder in an existing Turkish company or acquire shares or a commercial enterprise.
Our role includes assessing the proposed legal and ownership structure, preparing or reviewing company agreements and articles of association, investment and share transfer agreements, representation arrangements for foreign shareholders and the legal requirements for documents issued abroad.
After the investment, we also advise foreign-owned companies on shareholder relations, management and representation, commercial contracts and disputes arising from their activities in Türkiye. For cross-border transactions, we prepare and review international commercial agreements dealing with governing law, jurisdiction and arbitration.