Company and Commercial Law

From a company’s formation to disputes between shareholders, from commercial contracts to debt recovery and the concordat process during periods of financial difficulty, legal decisions are made at every stage of commercial life. Mistakes made in these decisions often affect not only the company but also the shareholders and managers personally.

On this page, we summarise the most common issues, time limits and procedures in company and commercial law. Our office is in Istanbul (Küçükçekmece); we provide advisory and litigation services to companies, shareholders and traders.

What matters do we handle in this field?

• Formation of limited liability companies and joint stock companies, and drafting and amendment of the articles of association
• Capital increases, compliance with minimum capital, general assembly and board of directors’ resolutions
• Transfer of capital shares in limited liability companies, transfer of shares in joint stock companies, and share transfer agreements
• Disputes between shareholders: annulment of general assembly resolutions, withdrawal from and expulsion from the company, dissolution for just cause
• Liability of board members and managers
• Commercial contracts (sale, distributorship, dealership, supply, joint venture) and transfer of commercial enterprises
• Recovery of cheques, promissory notes and commercial receivables
• Concordat and restructuring processes; concordat objections on behalf of creditors
• Unfair competition actions
• Mandatory mediation in commercial disputes

The legal issues encountered by entrepreneurs during the company formation process are also addressed in Attorney Ferhat Küle’s book “Start Up Law and a Legal Guide for Entrepreneurs” (2024).

Company formation and articles of association

In Türkiye, the two most commonly preferred company types are the limited liability company and the joint stock company. Both may be established with a single shareholder (Turkish Commercial Code (TTK) Art. 338, Art. 573).

• Formation: The company agreement is prepared through MERSİS and signed before authorised personnel at the trade registry directorate; in a joint stock company, notarisation of the signatures is also possible (TTK Art. 335, Art. 575).
• Minimum capital: Pursuant to Presidential Decree No. 7887, the minimum capital has been increased to TRY 250,000 for a joint stock company, TRY 500,000 for a non-public joint stock company within the registered capital system, and TRY 50,000 for a limited liability company.
• Compliance period for existing companies: Companies whose capital remains below these amounts must increase their capital. The Ministry of Trade extended this period to 31.12.2027 by a communiqué published in the Official Gazette dated 17.10.2026. Companies that do not comply within this period are deemed dissolved (terminated) by operation of law (TTK provisional Art. 15).
• Articles of association: If matters such as restrictions on share transfers, pre-emption rights, meeting and decision quorums, and authority to represent are clearly regulated at the time of formation, many future disputes can be prevented.

Transfer of quotas and shares

In a limited liability company, the transfer of a capital share is subject to strict formal requirements (TTK Art. 595):

• The transfer agreement must be made in writing and the parties’ signatures must be notarised.
• Unless otherwise provided in the company agreement, approval of the shareholders’ general assembly is required for the transfer; the transfer becomes valid upon this approval. If the general assembly does not reject it within three months from the application, approval is deemed granted.
• The transfer is entered in the share ledger and registered with the trade registry by the managers (TTK Art. 598).

In a joint stock company, the transfer varies according to the type of share:

• Registered share certificate: It is transferred by endorsement and transfer of possession of the certificate (TTK Art. 490). The articles of association may make the transfer subject to the company’s approval (TTK Art. 492–493).
• Bearer share certificate: Transfer of possession is not sufficient; notification of the transferee to the Central Securities Depository (MKK) is required. Unless notification is made, the rights attached to the share cannot be exercised (TTK Art. 489).
• If no share certificate has been issued: In practice, the transfer is made by a written assignment agreement.

Disputes between shareholders

• Annulment of general assembly resolutions: An action for annulment may be brought before the commercial court of first instance at the company’s registered office within three months from the date of the resolution against resolutions that are contrary to the law, the articles of association or the principle of good faith (TTK Art. 445). These provisions also apply to limited liability companies (TTK Art. 622). Cases of nullity are not subject to this period.
• Withdrawal from a limited liability company: Any shareholder may bring an action seeking a decision allowing withdrawal from the company where just cause exists (TTK Art. 638).
• Dissolution for just cause: In a joint stock company, shareholders representing at least one-tenth of the capital, and in a limited liability company, any shareholder, may request dissolution of the company. Instead of dissolution, the court may also order the claimant’s removal from the company upon payment of the real value of their shares (TTK Art. 531, Art. 636).

Liability of the board of directors and managers

Members of the board of directors, managers and liquidators are liable for the loss they cause to the company, the shareholders and the company’s creditors if they culpably breach their obligations arising from the law and the articles of association (TTK Art. 553; for limited liability companies, Art. 644).

• Limitation period: two years from the date on which the loss and the liable person are learned, and in any event five years from the act. If the act constitutes a criminal offence and the criminal limitation period is longer, that period applies (TTK Art. 560).
• In tax and social security debts, legal representatives may also incur personal liability. In this respect, timely and proper registration of resignation and discharge resolutions is important.

Commercial contracts and transfer of commercial enterprises

• Form of notice: Between traders, notices of default, termination and withdrawal from contract are made through a notary, registered letter, telegram or registered electronic mail (KEP) with secure electronic signature (TTK Art. 18/3).
• Transfer of business: A commercial enterprise may be transferred as a whole; the transfer agreement is made in writing and is registered and published in the trade registry (TTK Art. 11/3).
• Debts of the transferred business: The transferee becomes liable for the debts from the date on which it notifies the transfer to creditors or publishes it. The transferor remains jointly and severally liable with the transferee for two years (Turkish Code of Obligations (TBK) Art. 202). For this reason, debt, litigation and enforcement due diligence should be carried out before the transfer.

Recovery of cheques, promissory notes and commercial receivables

• If a cheque is payable where it is issued, it must be presented to the bank within ten days; if it is payable elsewhere, within one month (TTK Art. 796). If this period is missed, certain recourse rights may be lost.
• In proceedings specific to bills of exchange, the debtor’s time limit for objecting to the signature and the debt is five days (Enforcement and Bankruptcy Law (İİK) Art. 168).
• With Law No. 7589, which entered into force on 31.07.2026, the action for unascertained debt has been abolished (Code of Civil Procedure (HMK) Art. 107). In a partial claim, the amount claimed may be increased only once (HMK Art. 109/4). Litigation strategy should be planned accordingly in commercial receivables where the amount is not fully known.

For types of enforcement proceedings, actions for annulment of objection and negative declaratory actions: Enforcement and Bankruptcy Law

Concordat

A debtor who cannot pay debts when due or is in danger of being unable to pay may request a concordat in order to pay debts through an extension of maturity or a reduction, or to avoid bankruptcy (İİK Art. 285). The competent court is the commercial court of first instance.

1. Application: The request must be accompanied by the preliminary concordat project, financial statements, list of creditors and the report of the independent audit firm (İİK Art. 286).
2. Temporary respite: If the documents are complete, the court grants a temporary respite of three months; this may be extended by up to two months (İİK Art. 287).
3. Definitive respite: If the success of the concordat appears possible, a definitive respite of one year is granted; in difficult situations it may be extended by up to six months (İİK Art. 289).
4. Effect of the respite: During the respite, no enforcement proceedings may be brought against the debtor, including for public receivables, and pending proceedings are stayed (İİK Art. 294). Proceedings may be initiated for secured claims; however, as a rule, the sale of the secured asset may not be carried out (İİK Art. 295).
5. Acceptance and approval: The project is accepted by the creditor and claim majorities prescribed by law and is approved by the court (İİK Art. 302).

For capital companies and cooperatives, restructuring by compromise negotiated in advance with creditors is also an option (İİK Art. 309/m).

Unfair competition

Deceptive conduct or conduct contrary to the principle of good faith that affects relations between competitors or between a supplier and a customer constitutes unfair competition (TTK Art. 54). Common examples include disparagement, products and promotions causing confusion, disclosure of trade secrets, and solicitation of customers and employees.

• Actions: declaration, prohibition, elimination of the material situation, pecuniary and non-pecuniary damages (TTK Art. 56). An interim injunction may be requested during the proceedings (TTK Art. 61).
• Limitation period: one year from the day on which the arising of the right is learned, and in any event three years from the arising of the right. If the act also constitutes a crime and the criminal limitation period is longer, that period applies (TTK Art. 60).

Mandatory mediation in commercial disputes

In actions for receivables, compensation, annulment of objection, negative declaratory relief and restitution whose subject is a sum of money, application to a mediator before filing suit is a condition of action (TTK Art. 5/A).

• The mediator finalises the application within six weeks; this period may be extended by up to two weeks in compulsory cases.
• An action filed without applying to a mediator is dismissed on procedural grounds for lack of a condition of action (Law No. 6325 on Mediation in Civil Disputes Art. 18/A).
• If an agreement is reached, the parties cannot later bring an action regarding the matters agreed upon (Law No. 6325 Art. 18). For this reason, one should not attend the mediation meeting unprepared.

How does the process work?

1. Initial meeting: The company structure, contracts, shareholder relations and the subject of the dispute are evaluated.
2. Document review: The articles of association, trade registry records, general assembly and board of directors’ resolutions, share ledger, commercial books and correspondence are reviewed.
3. Timetable of deadlines: Annulment, limitation, objection and presentment periods are identified from the outset.
4. Route to resolution: Drafting or revision of contracts or resolutions, negotiation, mediation, interim injunction or litigation.
5. Litigation and expert process: In commercial disputes, examination of books and financial matters is often carried out through an expert report.
6. Implementation: Registration of the decision with the trade registry, collection or enforcement proceedings.

Documents to be prepared

• Trade Registry Gazette issues, current articles of association, signature circular
• General assembly and board of directors (board of managers) resolution books, share ledger
• Contracts in dispute, invoices, delivery notes, current account statements
• Originals or photocopies of cheques and promissory notes, notices
• Financial statements and commercial book records
• Email, correspondence and offer documents

Common mistakes

• Carrying out a transfer of shares in a limited liability company without notarisation or without general assembly approval
• Missing the three-month annulment period against general assembly resolutions
• Failing to conduct debt, litigation and tax due diligence when taking over a commercial enterprise or company
• Sending notices between traders by a method not prescribed by law
• Filing suit without applying to mandatory mediation
• Failing to monitor the minimum capital compliance period
• Considering a concordat application only after the financial situation has worsened and the documents can no longer be prepared

Frequently asked questions

Is a share transfer in a limited liability company carried out before a notary?
Yes. The transfer agreement must be made in writing and the parties’ signatures must be notarised. Unless otherwise provided in the company agreement, approval of the shareholders’ general assembly is also required; the transfer is then registered with the trade registry.

How is a share transfer made in a joint stock company?
Registered share certificates are transferred by endorsement and delivery; the articles of association may make the transfer subject to company approval. For bearer shares, the transferee must notify the Central Securities Depository (MKK).

Is mediation mandatory in a commercial dispute?
It is mandatory in actions for receivables, compensation, annulment of objection, negative declaratory relief and restitution whose subject is a sum of money. An action filed without applying to a mediator is dismissed on procedural grounds.

For whom is concordat suitable?
It is suitable for debtors who cannot pay debts when due or are in danger of being unable to pay, but who are still in a position to pay their debts through an extension of maturity or a reduction. A realistic project supported by an independent audit report is required in the application.

Within what period must an unfair competition action be filed?
Within one year from learning that the right has arisen, and in any event within three years from the arising of the right. If the act constitutes a criminal offence, the longer criminal limitation period may apply.

What happens to a company that does not increase its minimum capital?
Joint stock and limited liability companies whose capital remains below the statutory minimum are deemed dissolved if they do not increase their capital by the extended deadline of 31.12.2027.

Related articles

• How Is a Joint Stock Company Established?
• What Documents Are Required to Establish a Limited Liability Company?
• What Is a Share Transfer Agreement?
• General Assembly of the Joint Stock Company
• Use and Limits of Authority to Represent in Joint Stock Companies
• How Is a Commercial Enterprise Transfer Carried Out?
• Liquidation and Bankruptcy Processes of Companies: Creditors’ Rights
• Scope of Mandatory Mediation: Actions to Be Filed and Exceptions
• Cheques, promissory notes and debt recovery: Enforcement and Bankruptcy Law

Contact

To discuss your company or commercial dispute, you can reach us through our contact page.

• Istanbul: Kartaltepe Neighbourhood, Süvari Avenue, Torkam E5 Residence, Block A, Flat 21, Sefaköy, Küçükçekmece
• Tel: +90 212 579 79 85

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This page is for general information purposes only; it does not constitute legal advice for your specific matter. Legislation, monetary thresholds and case law may change; please review the current position with a lawyer before taking action.