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HARVEY ARASAN advises Turkish and international companies on their establishment, governance, commercial operations and strategic corporate decisions in Türkiye.
We support shareholders, directors, management teams and in-house counsel throughout the corporate lifecycle, from incorporation and initial structuring to capital transactions, shareholder arrangements, reorganisations and ongoing compliance under the Turkish Commercial Code.
For international businesses, we act as Turkish corporate counsel and coordinate local legal requirements with the client’s management and foreign advisers.
Company Incorporation and Establishment in Türkiye
The choice of legal structure should reflect the company’s intended activities, ownership structure, financing requirements and future plans.
We assist clients with:
- Incorporation of joint stock and limited liability companies
- Preparation of articles of association
- Determination of share capital and ownership structure
- Appointment of directors, managers and authorised signatories
- Trade registry applications and announcements
- Establishment of branches and liaison offices
- Foreign investment notifications
- Opening and legal structuring of Turkish operations
- Coordination with accountants, banks and other local service providers
We also advise foreign shareholders on the practical differences between the available structures and the corporate requirements applicable to their investment in Türkiye.
Corporate Governance and Ongoing Compliance
Turkish companies must comply with corporate decision-making, documentation and registration requirements throughout their operations.
Our corporate governance services include:
- Preparing board of directors’ and managers’ resolutions
- Preparing general assembly documentation
- Advising on meeting and decision quorums
- Appointment, resignation and dismissal of directors and managers
- Structuring representation and signatory powers
- Amendments to the articles of association
- Capital increases and decreases
- Share transfers
- Reviewing internal regulations and approval procedures
- Advising directors and managers on their duties and potential liabilities
We help clients distinguish between matters requiring formal corporate approval, registration or announcement and those that may be handled within the ordinary authority of management.
Shareholders’ Rights and Corporate Arrangements
A company’s articles of association, shareholders’ agreement and corporate records should operate consistently.
We advise shareholders and companies on:
- Shareholders’ rights and obligations
- Minority protection and reserved matters
- Board composition and appointment rights
- Information and inspection rights
- Voting arrangements
- Share transfer restrictions
- Pre-emption and priority rights
- Deadlock mechanisms
- Dividend and financing arrangements
- Accession to existing shareholders’ agreements
- Founder and management arrangements
- Exit and transfer mechanisms
Where necessary, we assess which contractual arrangements should also be reflected in the articles of association or corporate approvals to be effective under Turkish law.
Commercial Operations and Agreements
Day-to-day commercial activities require agreements that reflect both the legal framework and the operational reality of the business.
We advise on the corporate and commercial aspects of:
- Supply and procurement arrangements
- Sales and service structures
- Distribution, agency and franchising models
- Strategic partnerships
- Joint projects and collaborations
- Intra-group arrangements
- Confidentiality and information-sharing processes
- Termination and restructuring of commercial relationships
Complex commercial agreements are handled together with our Contract Law practice.
Our Approach
Our corporate practice is closely integrated with our M&A, commercial contracts, employment, data protection, intellectual property and dispute-resolution practices.
This allows us to consider a corporate decision not only from a procedural perspective, but also in light of its contractual, regulatory and commercial consequences.
We focus on:
- Clear and practical advice
- Direct involvement of experienced lawyers
- Corporate documentation consistent with the commercial agreement
- Early identification of approval and registration requirements
- Efficient coordination with management, accountants and foreign counsel
- Ongoing support as the company and its operations develop
To discuss the establishment, governance or commercial operations of a company in Türkiye, please contact HARVEY ARASAN.
