We plan and carry out the corporate transactions companies face from incorporation onwards, within the framework of the Turkish Commercial Code and trade registry legislation. At incorporation, we handle the choice of company type, the drafting of the articles of association and registration; during the life of the company, we handle amendments to the articles of association, conversion to another company type and the opening of branches and liaison offices. We support foreign-owned companies operating in Türkiye in several languages, from incorporation to day-to-day operations.
Relations between shareholders directly affect a company’s stability. We advise companies on keeping the share ledger properly and carrying out share transfers validly, on drafting shareholders’ agreements that set out shareholders’ rights and obligations, and on the withdrawal and exclusion of shareholders. We propose arrangements that anticipate disputes that may arise between shareholders in the future.
We carry out capital increases and decreases at every stage, from preparing general meeting and board resolutions to registration with the trade registry and publication. Our aim is for corporate transactions to be completed lawfully, on time and in a way that does not give rise to disputes later.
What we do
- Incorporation and amendments to the articles of association
- Change of company type, branches and liaison offices
- Share ledger, share transfers and shareholders’ agreements
- Withdrawal and exclusion of shareholders
- Capital increases and decreases
Frequently asked questions
Common questions on corporate law
What clients most often ask before starting corporate transactions.
Should we set up a joint stock company or a limited company?
The choice depends on the number of shareholders, the capital structure, how easily shares need to be transferable and whether outside investment is expected. Share transfers are more flexible in a joint stock company, while a limited company has a more closed shareholding structure. We assess these criteria together before incorporation and determine the right type.
Can we change the type of our existing company?
Yes. The Turkish Commercial Code allows, for example, a limited company to convert into a joint stock company. The company’s legal personality continues through the conversion; we handle the general meeting resolution, the required reports and registration with the trade registry together.
How are shares transferred?
The procedure depends on the company type. In a limited company, shares are transferred by a written, notarised agreement; general meeting approval is required and the transfer is registered with the trade registry. In a joint stock company, endorsement, delivery and entry in the share ledger come to the fore, depending on the type of share. Keeping the share ledger properly is decisive in this process.
Why is a shareholders’ agreement needed?
The articles of association are public and limited by law, whereas a shareholders’ agreement regulates matters between shareholders such as management, voting, restrictions on share transfers and exit rules in detail and confidentially. It allows disputes that may arise in the future to be resolved in advance.
Do you support foreign-owned companies?
Yes. We support foreign investors who wish to set up or operate a company in Türkiye, from incorporation to day-to-day corporate transactions, and we provide our services in several languages.
Team
Our team in this area
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Contact
How can we help?
Tell us briefly about your matter and the relevant team will get back to you.
info@sch-legal.com · +90 212 709 08 50

