Corporate Law

Corporate Law

Corporate Law is a type of private law whose provisions are mainly regulated in the Turkish Commercial Code and the Turkish Code of Obligations. On the other hand, Corporate law is a sub-branch that covers all legislation related to commerce. It is possible to say that this sub-branch of law regulates commercial relations that exist between real and/or legal persons. It can be said that laws such as the Capital Market Law, Bank Cards and Credit Cards Law are among the Commercial Code laws. The information provided by an Istanbul Corporate Law Attorney and the details of this information are as follows.

The definition of the concept of the company, which was defined above and directly caused the concept of “Corporate Law” to emerge, is as follows; The company is the name given to at least two real and/or legal persons to come together and combine their goods or efforts within the framework of a contract to achieve a common purpose. As it can be understood from this definition, the company consist of 4 elements;

• Person
• Contract
• Common purpose
• Joint effort.

It is possible to get details on this subject with the Istanbul Corporate Law Attorney consultancy service we offer within the scope of Corporate Law.

Company Acquisition

In line with the information provided through our Istanbul Mergers and Acquisitions Attorney service, the following definition can be made; Company Acquisition is a concept that means taking over and operating an existing company in cases where the cost of establishing a new company is higher or when a brand has been created in a certain area and has a long-established company history. According to our Istanbul Corporate Law Attorney consultancy services regarding this concept, there are some elements that turn company acquisition to account. These elements are mentioned below:

• The company to be taken over has an existing reputation in the market in which it operates,
• Having a share in the market it serves (having current and permanent customers)
• The company to be taken over has own brands or patents in the market in which it operates,
• Establishing a new company is costlier than taking over the existing company

It is possible to carry out company acquisition transactions due to the above-mentioned situations, and in this context, it is possible to request consultancy services from our firm for domestic or foreign, real or legal persons.

Company Merger

Company merger, Istanbul Corporate Law Attorney, is the name given to multiple companies to come together under a new company, depending on various purposes and reasons. In another definition, merger is the conceptual equivalent of the merger activities of more than one company in the form of a new establishment.

The conformities required for company merger in accordance with the Corporate Law and the details regarding these conformities are given below.

• A private company may merge with private company companies (provided that they are the transferred, not transferee), corporations and it may merge with cooperatives, on condition that it carries the “transferred” title.
• Cooperatives may merge with cooperatives and corporates, provided that it is the transferee, and with private company.

According to the information conveyed by the Istanbul Company Law Attorney, the two prohibitions within the scope of the TCC regarding the above-mentioned mergers are as follows;

• It is not possible for cooperatives to merge with private company as a transferred.
• Corporations such as limited and joint stock companies; are not possible to merge with private companies such as collective or limited partnership as the transferred company. In order for corporations and private companies to merge, corporates must be the transferee.

According to the information provided by our Istanbul Mergers and Acquisitions Attorney and Istanbul Corporate Law Attorney consultancy services, the elements that must be included in the merger agreement in Article 146 of the TCC are given below.

• First of all, the legal types, trade names and legal centers of the companies participating in the merger; the type, trade name and headquarters of the new company to be formed in case of merger,
• The change rate determined for the company shares, the equalization amount if it is foreseen, the rights and shares of the legal partners of the transferred company in the transferee company,
• The rights granted by the company bearing the title of transferee to those holding privileged and non-voting shares and those holding dividend shares,
• How company shares have changed,
• The date on which the shares acquired by the merger are entitled to the balance sheet profit of the transferee or newly established company and all the characteristics of this request
• If necessary, issuing separation funds,
• The date on which the shares acquired by the merger are entitled to the balance sheet profit of the transferee or newly established company and all the characteristics of this request
• Special benefits to governing bodies and managing partners
• Names of partners with unlimited liability

Company Types and Company Establishment Conditions

Within the scope of the Istanbul Company Law Attorney service we provide, it is possible to say the following; there are various companies that exist as per their characteristics. These company types and establishment conditions are as follows.

Equity Companies

Equity companies, as the name suggests, are types of companies that acquire their strength and value in the size of their equity. The biggest advantage of this type of company is that; The responsibilities of all shareholders in the company structure are limited to the amount of capital they have given or committed to give. Shares are not personal. If one or more of the partners want to leave the partnership, dissolution of the partnership is out of the question. Limited Company and Joint Stock Company are types of capital company. It is possible to establish these companies with one or more partners.

As those who take our Istanbul Corporate Law Attorney consultancy service will learn, the capital sub-condition for the establishment of a joint stock company under the name of equity companies is 50,000, and the capital sub-condition for the establishment of a Limited Company is 10,000 TL.

Foreign Persons and/or foreign companies, can only establish Limited Company and/or Joint Stock Company in Turkey. Foreign Persons and/or Foreign Companies, mostly prefers to establish Limited Companies. The reason for this is that it is easy to establish and minimizing capital risk during the establishment stage. Limited Companies can then be converted into Joint Stock Companies. In addition, its founders can be real persons or foreign companies. Joint stock companies must have a capital of at least 50,000 TL. At least ¼ of the capital amount must be deposited in the bank.

Private Companies

Private companies are companies in which the partners have unlimited responsibilities and in this context there is a common economic interest. These companies can be established by a single person or by more than one person. The details of the private companies and the details about these companies, which are also included in our Istanbul Mergers and Acquisitions Attorney and Istanbul Corporate Law Attorney consultancy service, which we provide for the necessary procedures for company establishment and company registration, are as follows.

A collective company is a type of partnership established by two or more partners, where all partners have unlimited liability. In this context, the management rights and responsibilities of the partners on the company are also equal.

The situation in the Limited Partnership is different from the above. Some or all of the partners in this company are either unlimited or limited. Unlimited partners are required to be real persons and they are referred to as active partners.

In the Limited Partnership Company, the company does not have assets except legal entity’s or its owner’s assets. The company has some shares on the assets of the partners and it is necessary for the partners to act together in the actions related to this assets.

Limited and Joint Stock Companies

Within the scope of Istanbul Corporate Law Attorney consultancy service, it is possible to say that there is a demand mostly for Limited and Joint Stock Companies. There is also an effect of the large advantage provided by the companies mentioned. In this context, we have both Istanbul Mergers and Acquisitions Attorney and Corporate Law consultancy services for those who want to get detailed information about establishment and registration procedures.

Establishment of a Branch of a Foreign-based Company

For those who want to establish a branch of an existing company in our country, we provide consultancy service regarding establishment and registration.

Establishment of Foreign Based Company Liaison Office

The Liaison Office is the name given to the offices opened by foreign companies to provide promotion, research and similar services for non-commercial purposes, provided that they obtain permission from the Ministry of Economy and meet the necessary legal procedures. Laws affiliated with this establishment activity are laws such as Laws No 4875, No 25205, No 5718 and No 2577. Detailed and necessary information will be provided to you within the scope of our Istanbul Corporate Law Attorney consultancy service.

In order to realize the goals of domestic, foreign individuals or legal entities that aim to operate in Turkey, we provide Istanbul Corporate Law Attorney consultancy service to share details about the establishment and registration. In accordance with this service, it is possible to obtain consultancy services regarding all information such as company mergers, company acquisitions, company types, especially Limited and Incorporated companies, and the establishment conditions of these types of companies.

Therefore, it is also possible to say that the consultancy service of Istanbul Corporate Law Attorney, which we offer in order to increase the tendency of foreign capital to operate in our country, covers the transactions necessary for foreign companies to establish branches in Turkey. In addition, the referrals made to carry out the transactions necessary for foreign companies to establish a Liaison Office in Turkey are also included in the consultancy service we offer.