İzmir Corporate Lawyer and Company Law Advisory

Integrating a preventive legal system into the business processes of our corporate clients before any dispute arises is one of our firm's primary goals. Within the scope of our corporate law advisory service, we offer a wide range of services to companies from general assembly proceedings to mergers and acquisitions.

Starting from the establishment of capital companies belonging to our domestic and foreign clients, we ensure that they can operate safely in their general operations and minimize potential legal risks.

Most disputes encountered in commercial life arise from a clause overlooked when a contract was concluded, a right left unregistered, or a company record not kept in proper form. This page follows the life cycle of a company from formation to dispute and explains which legal steps are required at each stage. You can reach all of our other practice areas through our İzmir law office practice areas page.

Company Formation, Conversion and Share Transfer

The first decision in forming a company is choosing the type that fits the nature of the activity and the number of partners. The Turkish Commercial Code regulates types such as the limited liability company, the joint-stock company, the general partnership and the limited partnership; in practice the limited liability and joint-stock company stand out as capital companies. A limited liability company can be run with fewer organs and is therefore preferred by small and medium-sized businesses, whereas structures aiming to grow turn to the joint-stock company because it can issue share certificates, allows more flexible share transfers and makes it easier to take on investors. The incorporation file is prepared through MERSİS, the articles of association are registered with the trade registry directorate, and the company acquires legal personality upon registration. In İzmir, formation procedures are conducted before the İzmir Chamber of Commerce and the relevant trade registry directorate. You may also look at our guide on company formation and commercial contracts.

As the business grows, the existing structure may become inadequate. In that case the company changes its type without being liquidated; the conversion of a limited liability company into a joint-stock company is the most frequent example in practice. Conversion requires a balance sheet suitable for audit, a conversion plan and report, a general assembly resolution, and completion of the registration steps. When the transaction is structured correctly, the company's assets, contracts and tax identity carry over to the new type without interruption; a poorly prepared file, by contrast, leads to rejection of the registration request or to later disputes among the partners.

A share transfer directly changes the ownership structure and therefore calls for careful preparation. In a limited liability company the transfer of a capital share is made by written agreement with notarised signatures; unless the articles provide otherwise, general assembly approval is required, the transfer is entered in the share ledger and registered with the trade registry. In a joint-stock company, registered share certificates are transferred by endorsement and delivery of possession, while bearer share certificates are transferred by delivery of possession together with notification to the Central Securities Depository. A legal review carried out before the transfer reveals the company's pending litigation, tax and social security debts, guarantees and sureties, and any change-of-control clauses in its contracts.

Mergers, Acquisitions and Company Restructurings

We manage legal due diligence processes in company mergers, acquisitions, divisions and type change transactions, and prepare share transfer agreements and shareholder agreements. We also provide advisory services on strengthening internal governance structures and ensuring compliance of general assembly and board of directors decisions with the law.

Drafting and Reviewing Commercial Contracts

Detailed commercial contracts are needed to secure transactions in business life. A thorough legal review is provided in negotiating all types of agreements including dealership, franchise, purchase-sale, and agency contracts.

The value of a contract is measured not when everything goes well, but when one party fails to perform. The text must therefore clearly regulate headings such as payment terms and default interest, the delivery and performance schedule, the defect notice period, penalty clauses, rescission and termination, force majeure, confidentiality, non-compete, and the competent court or arbitration in case of dispute. The general provisions of the Turkish Code of Obligations apply together with the special rules the Turkish Commercial Code sets for relations between merchants; for example, obligations such as giving notices between merchants in prescribed forms and delivering a defect notice within the period can directly cause a loss of rights. For the details of the relationship between an employer and a contractor you may review our article on the works contract.

The table below summarizes the contract types we most often prepare for our corporate clients and the headings that deserve particular attention in each.

Trademark, Patent and Copyright Disputes

A business's commercial reputation is often its most valuable asset, and the place where that reputation is legally anchored is its trademark. The Industrial Property Law regulates trademarks, patents, utility models, designs and geographical indications under a single framework. A similarity search conducted before a trademark application makes it possible to see the risk of conflict with an existing registration at the application stage. Applications are filed with the Turkish Patent and Trademark Office; published applications may be opposed within the period provided by law, and where an opposition is rejected, a court action against the Office's decisions remains available. Registration grants a defined term of protection that must be renewed at its expiry; a trademark that is not renewed falls outside protection.

In case of trademark infringement both civil and criminal routes are available. In the civil route one may seek a declaration, cessation and prevention of the infringement, seizure of counterfeit goods, pecuniary and non-pecuniary damages and publication of the judgment; an interim injunction can secure the withdrawal of goods from the market. For software, designs, photographs, texts and similar products, protection is built on the Law on Intellectual and Artistic Works; expressly regulating the assignment of economic rights in a company\'s agency, software and content agreements prevents later disputes over ownership. We set out the basic framework in our article on copyright.

Commercial Debt Recovery and Precautionary Attachment

Overdue receivables are the most sensitive point of commercial activity because they tie up working capital. For commercial receivable and compensation claims whose subject is the payment of a sum of money, applying to a mediator before filing suit is a procedural requirement, so the process must be sequenced correctly. We explain how the mediation stage works on our İzmir mediation lawyer page. By contrast, no such precondition applies to enforcement proceedings, so a creditor holding a cheque, promissory note or current account statement may start proceedings directly.

If there is a risk that the debtor will dispose of assets, a precautionary attachment may be requested before or together with the action or the enforcement proceeding. This interim protection, regulated in the Execution and Bankruptcy Law, is granted by the court generally against security and applied to the debtor\'s immovables, bank accounts and receivables held by third parties. The decision must be enforced within the period provided by law and the substantive proceeding started thereafter; if the period is missed, the precautionary attachment lapses automatically. For the details of proceedings and attachment see our enforcement proceedings and debt collection page, and for the practical steps our article on commercial debt recovery.

General Assembly, Board of Directors and Disputes Among Partners

In capital companies, the general assembly is where the company's will is formed. In joint-stock companies the ordinary general assembly convenes within the period prescribed by law following the end of each financial year; the agenda, the calling procedure, the meeting and decision quorums and the drawing up of the minutes are set out in detail in the law. A calling made contrary to procedure, a breach of the principle of adherence to the agenda, or a failure to reach the quorums may lead to annulment of the resolution adopted. We therefore support companies in preparing the agenda before the meeting, publishing the calling notices and drawing up the meeting documents correctly.

Shareholders who consider a general assembly resolution contrary to the law, the articles of association or the rule of good faith may bring an action for annulment before the commercial court of first instance at the company's registered office within the forfeiture period provided by law. Conduct by board members contrary to their duty of care and loyalty may in turn give rise to a liability action. Where partners reach a deadlock, remedies such as the exercise of minority rights, the request to appoint a special auditor, dissolution for just cause and, in limited liability companies, withdrawal from or exclusion of a partner come into play. In practice most of these disputes can be prevented from the outset by a well-drafted partners' agreement signed at the formation stage; it is advisable to set out share transfer restrictions, representation in management, profit distribution and exit mechanisms in that agreement from the start.

Labor Law Compliance on the Employer Side

Human resources management, one of the largest operational areas of companies, also carries labor and social security law risks.

The Labor Law imposes formal obligations on the employer regarding termination, and skipping them can render even a termination based on a valid reason invalid. In terminations based on performance or conduct, a written defence must be obtained from the employee, the notice of termination must be in writing, and the ground for termination must be stated clearly and precisely. Where the rules of morality and good faith have been breached, the employer must act within the forfeiture period provided by law. We therefore recommend that the termination file, together with warning letters, records, the request for a defence and the defence text, absence records and performance evaluation documents, be prepared before the termination.

The second pillar of compliance work is documentation infrastructure: written employment contracts, job descriptions, occupational health and safety training records, overtime consents, payrolls and the annual leave register. Keeping these documents in order is decisive, given that in employment claims the burden of proof largely rests with the employer. For employment receivables and reinstatement claims, applying to a mediator before filing suit is a procedural requirement; making the calculation correctly at the mediation stage prevents both unnecessary payment and a subsequent lawsuit.

Company Obligations in the Protection of Personal Data

Every company that keeps employee personnel files, records customer information or collects forms through its website is a data controller under personal data protection legislation. Compliance work begins with a data inventory: which data is processed, for what purpose, on which legal ground, where it is stored and with whom it is shared. After the inventory come privacy notices, separate consent texts for cases requiring explicit consent, a retention and destruction policy, agreements to be signed with data processors, and an internal procedure for responding to data subject requests.

The risks most frequently encountered in practice are collecting broader personnel documents than necessary during recruitment, using staff tracking and camera systems without a privacy notice, transferring customer lists to third parties without an agreement, and using cloud services located abroad without meeting the conditions the law requires. When a data breach occurs, notification must be made as soon as possible to the Personal Data Protection Board and to the affected individuals; a delayed notification increases the risk of an administrative sanction. Where the law so provides, there is also an obligation to register with the Data Controllers Registry.

Unfair Competition

The unfair competition provisions treat as unlawful any deceptive conduct or conduct contrary to the rule of good faith that affects relations between competitors and between competitors and customers. The Turkish Commercial Code lists among such conduct disparaging a competitor's products and activities, claiming superiority through misleading or untrue statements, taking unfair advantage of another's work product, unlawfully obtaining and using trade secrets, and inducing employees to act in breach of their contracts.

The scenarios that most often arise for companies are a departing employee starting business in the same sector taking the customer list and pricing information along, the unauthorised use of a supplier's product images and technical documents, and untrue statements made about a competitor on social media. The injured company may seek a declaration that the act is unlawful, an order stopping it, removal of its consequences, pecuniary damages where the conditions are met, and publication of the judgment. Because evidence disappears very quickly in these actions, screenshots, correspondence and sales records should be secured early and, where necessary, the routes of evidence determination and interim injunction should be pursued. It is also decisive that claims be raised within the limitation periods provided by law.

Preventive and Protective Legal Approach

One of our office's most important approaches is the identification and prevention of legal risks before disputes arise. The correct establishment of legal infrastructure at every stage from the daily operations of companies to their strategic decisions prevents material and moral losses that may occur in the future. In this context, we offer preventive legal services such as contract management, compliance programs, legal risk audits and employee training.

In an ongoing advisory relationship our working pattern generally runs as follows: reviewing the contract set and company records at the start of the year, identifying risk points with the HR and sales units, reviewing new contracts before signature throughout the year, monitoring the general assembly calendar, and assessing pre-litigation options when disputes arise. We determine the scope together, according to the scale and sector of your company.