Corporate law is a specialized field that covers the legal framework governing the establishment, operation, partnership structure, liability regimes, and dissolution of companies. In Turkey, corporate law is primarily regulated under the Turkish Commercial Code (TCC) and the Turkish Code of Obligations (TCO).
Properly managing all legal processes arising both at the formation stage and throughout a company’s business life is essential for ensuring a safe, sustainable, and compliant operation.
The Concept and Legal Structure of a Company
Although the Turkish Commercial Code does not provide a general definition of “company,” the definition of an ordinary partnership under the Code of Obligations is accepted as a fundamental reference. Accordingly, a company is a contractual relationship in which two or more persons undertake to combine their labor and/or capital to achieve a common purpose. Under current legislation, joint stock and limited liability companies may also be incorporated by a single person.
For a legal relationship to be qualified as a company, the following elements must coexist:
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existence of partners,
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existence of a common purpose,
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commitment of capital and/or labor,
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existence of a company agreement (articles of association/partnership agreement).
Company agreements are, as a rule, subject to written form and official approval under the Turkish Commercial Code.
Each partner undertakes to contribute a certain capital. Capital may consist of economic values such as cash, assets, receivables, or intellectual property rights. Labor and personal services are not accepted as capital in joint stock and limited liability companies.
Minimum capital requirements are:
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TRY 250,000 for joint stock companies,
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TRY 50,000 for limited liability companies.
Companies are formed around a lawful purpose to be pursued jointly by the partners. Particularly in partnerships, the partners’ intent to actively collaborate toward that purpose (affectio societatis) is of significant importance.
Types of Companies and Partners’ Liability
In Turkish law, companies are classified as:
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companies with legal personality, and
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companies without legal personality.
Joint stock companies, limited liability companies, collective companies, and cooperatives have legal personality, whereas ordinary partnerships do not. Legal personality is acquired upon registration with the trade registry, which makes the company an independent legal entity separate from its partners.
Companies are also categorized as:
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partnership-type companies, and
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capital companies.
In partnership-type companies, partners are generally jointly and severally liable for company debts without limitation. In capital companies, partners’ liability is limited to the capital they have undertaken to contribute. As to third parties, primary liability lies with the company itself in entities having legal personality.
Company Formation and Ongoing Legal Advisory
Company formation is not merely a technical trade registry filing; it is a foundational legal structuring process that determines the company’s field of activity, partnership relations, and legal responsibilities. Failure to plan this structure correctly from the outset can create significant legal and financial risks later.
As Avrasya Law Office, we provide continuous and comprehensive legal advisory services to our clients starting from company formation.
How to Establish a Company in Turkey
Company formation begins with determining the type of company to be established. Under the Turkish Commercial Code, the most commonly preferred company types fall into two main groups:
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Capital companies (Joint Stock Company, Limited Liability Company, Limited Partnership Divided into Shares)
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Partnership-type companies (Ordinary Partnership, Collective Company, Limited Partnership)
In capital companies, partners’ liability is limited to capital, and such structures are generally more suitable for corporate governance, attracting investment, and changes in shareholding.
In partnership-type companies, personal labor and trust-based relationships are central; therefore, partners have unlimited liability for company debts.
During the formation process, the following stages must be completed lawfully and in full:
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determination of the company type and field of activity,
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drafting the articles of association,
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trade registry registration procedures,
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tax office and social security (SSI) registrations.
In particular, drafting the articles of association in a manner that prevents future shareholder disputes is of critical importance.
Ongoing Legal Advisory and Our Practice Areas
To sustain company operations in a secure and compliant manner, continuous legal advisory based on a preventive and protective lawyering approach is essential.
Key services we provide as Avrasya Law Office include:
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continuous legal advisory to companies throughout the term of their contracts and operations,
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legal review of contracts and documents used within the company,
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compliance review of HR and employment processes,
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legal risk analysis and process management for corporate transactions,
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regular updates on legislative and practice changes,
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contract law advisory,
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general legal consultancy services,
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litigation representation in disputes affecting the company,
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enforcement and debt collection proceedings for corporate receivables.
Our objective is not merely to represent companies in disputes after they arise, but to provide a sustainable legal advisory model that identifies risks in advance, prevents them, and protects long-term business continuity.
For the secure management of all legal processes from incorporation onward, Avrasya Law Office provides experienced and ongoing legal support.
