Corporate Law · Antalya, Turkey

Antalya Corporate Law Firm

Antalya Corporate Law Firm handles company structure, share transfers, shareholder disputes and commercial contracts under the Turkish Commercial Code No. 6102.
On the lists of lawyers published for their nationals by
Antalya company law firm's founder
Antalya Bar Association, registration no. 9892
Verifiable on the Bar's own register.
Every signature explained before you give it
Board resolutions, share transfer deeds and general assembly minutes reach you in English before they reach the notary not summarised afterwards.
You do not have to fly to Turkey
A power of attorney lets us appear at the Trade Registry, the tax office and the notary in your place.
02

Can a foreign investor own and control a Turkish company without living in Turkey?

Quick answer

Yes. Law No. 4875 lets foreigners hold 100% of a Turkish company with no local partner, and power of attorney lets your lawyer sign at the Trade Registry in your place. Routine corporate work takes days; a shareholder dispute takes months. Cost turns on whether the matter is contentious.

04

Is This You?

What corporate legal services for foreign investors in Turkey actually cover

Company registration is one afternoon at the Trade Registry Directorate. Everything after it is the work that decides whether you keep control: general assembly minutes, share ledger entries, capital changes, manager appointments, supply and distribution contracts, and when a partner stops answering an annulment action at the Commercial Court of First Instance. This page covers that second part. If you are still at the formation stage, company registration service page is the one you want.

Working with an English-speaking corporate lawyer in Turkey means:

  • Nothing is filed in your name without your written instruction. We hold the power of attorney; we do not use it on a phone call.
  • Your two annual deadlines are tracked, not remembered. The ordinary general assembly falls due three months after your financial year ends.
  • You get the Turkish and the English side by side. Trade Registry Gazette announcements about your own company are published only in Turkish.
  • A dispute is costed before it is started. Commercial money claims must go to mediation first, and you hear that price before you commit.

The Situations Clients Describe

  • I own 60% of an limited şirket and my Turkish co-manager signs at the notary without me.
  • I bought a Turkish company last year and have just found out it owes social security premiums from before the sale.
  • My accountant tells me what to sign on the day it is due, in Turkish, and I have never seen an English version.
  • I want to sell my shares to my partner and he says a handshake between us is enough.
  • A supplier here took payment for goods that never shipped and has stopped replying.
  • I run the company from Berlin and I am told I must be physically present for the general assembly.
05

What Turkish Law Actually Says

Five articles decide most of what a foreign shareholder can and cannot do. Here is what each one means in plain English.
Company Types

Commercial Code No. 6102, arts. 124, 332 and 580

A limited şirket (LTD) needs 50,000 TL of capital; an anonim şirket (AŞ) needs 250,000 TL, of which 25% of cash capital is paid before registration. The difference that matters most is liability: under Law No. 6183 art. 35, LTD shareholders answer personally for the company's unpaid tax and social security debt in proportion to their shares. AŞ shareholders do not.
Read Law No. 6102 on mevzuat.gov.tr
Foreign Ownership

Foreign Direct Investment Law No. 4875, art. 3

Foreign investors are treated the same as Turkish ones. No local partner, no local director, no minimum foreign capital. Profits, dividends and sale proceeds may be transferred abroad through a bank.
Read Law No. 4875 on mevzuat.gov.tr
Moving Shares

Share transfer under arts. 490, 595 and 598

In an AŞ, registered shares move by endorsement and an entry in the share ledger no registry filing. In an LTD, art. 595 requires a written agreement with notarised signatures plus general assembly approval.
Read the share transfer provisions
When Shareholders Fall Out

Annulment and dissolution: arts. 445 and 531

A general assembly resolution can be set aside, but the action must reach the commercial court within three months of the resolution date. Miss it and the resolution stands, however unfair. Where the relationship is beyond repair, shareholders holding at least ten per cent of the capital can ask the court to dissolve the company for just cause.
Read the shareholder remedy provisions
Contracts and Commercial Claims

Code of Obligations No. 6098 and Commercial Code art. 5/A

Supply, distribution, agency and service contracts are governed by Law No. 6098; the parties may choose foreign law, but enforcement still happens in a Turkish court. Since 1 January 2019, art. 5/A makes mediation a precondition for any commercial money claim. The mediator has six weeks, extendable by two.
Read Law No. 6098 on mevzuat.gov.tr
06

How a Corporate File Runs

Two paths, depending on whether anyone is arguing. Timings assume your documents are apostilled and translated before we start.
Transactional

Share Transfer in a Limited Şirket

1
Days 1–3 · Registry and ledger check
We pull the company from MERSIS and the Trade Registry Gazette and read the articles of association for transfer restrictions.
2
Days 3–7 · Notarised transfer deed
The written agreement is signed before a notary. From you: attendance in person, or a power of attorney.
3
Days 7–14 · General assembly approval
The general assembly approves the transfer.
4
Days 14–30 · Trade registry filing
Registry application made to the Trade Registry.
Contentious

Shareholder Dispute and Commercial Claim

1
Week 1 · Records and the running clock
We obtain the share ledger, the general assembly minutes and the Gazette announcements, then identify which deadline is already running against you.
2
Weeks 1–8 · Mandatory mediation
Money claims go to a commercial mediator first. From you: authority to settle, and a figure you will accept. Six weeks, extendable by two.
3
Weeks 8–12 · Interim protection and filing
Where assets may disappear, we apply for precautionary attachment at the Commercial Court of First Instance before the claim is served on the other side.
4
Month 3 onward · Hearings and appeal
Where it stalls: waiting on the court-appointed expert report. Appeal to the Regional Court of Justice runs two weeks from service of the judgment.
07

What It Costs

Two separate figures: our legal fee, and the third party costs your file may or may not attract.
Our legal fee
Basis
The minimum attorney fee tariff published each year in the Official Gazette
What sets the figure
The type of work and the detail of the file
When you see it
In writing, before any work begins
If the scope changes
Re-agreed in writing before we continue
Third party costs
Trade registry fees
Where the file needs a filing or a registration
Court fees
Only if the matter goes to court
Notary fees
Where a document must be signed before a notary
Translation fees
Where foreign documents must be translated and certified
The minimum attorney fee tariff sets the floor for legal fees in Turkey, and no lawyer registered with a bar association may quote beneath it. Third party costs are not part of our fee. They are paid to the institution concerned, and whether each one applies at all depends on what your file is about and how it has to be handled.

Ask for the figure before the work, not after

We read the file first, then send you a written fee and a written scope, together with the third party costs that particular file will attract.
Book a Legal Consultation
08

How These Matters Are Actually Resolved

Three files that come through the door repeatedly, and the route each one takes.
Shareholder deadlock · limited şirket

A resolution the minority shareholder never voted on

A capital increase is registered while the foreign shareholder is abroad, diluting them. The remedy is an annulment action under art. 445, and the three-month clock runs from the resolution date, not from the day you find out. The obstacle is proof of the meeting notice, which sits in the company's own files.
Buy-side · share purchase

Debts that surface after the share transfer, not before

Buying shares means buying the company's liabilities. Before signature we check the enforcement records, the tax office file, social security premium arrears and any annotation on the company's real estate. What is found becomes a price reduction or an escrowed retention in the share purchase agreement.
Commercial claim · unpaid invoices

Recovering payment from a Turkish counterparty

Mediation comes first and cannot be skipped. Where the debtor has visible assets, we apply for precautionary attachment at the Antalya Commercial Court of First Instance so bank accounts are frozen before the debtor learns a claim is coming. Delay here is what loses the money.
10

Questions Foreign Shareholders Ask

The eight that come up in almost every first consultation about a Turkish company.
Do I need a Turkish partner to own a company in Turkey?
No. Foreign Direct Investment Law No. 4875 puts foreign investors on the same footing as Turkish ones, so one foreign individual or a foreign company can hold 100% of a Turkish limited or joint stock company. No local partner, no local director and no minimum foreign capital. A few licensed sectors, such as aviation and maritime transport, are the exception.
What is the difference between a limited şirket and an anonim şirket?
Capital and liability. A limited şirket needs 50,000 TL and every share transfer goes through a notary and the trade registry. An anonim şirket needs 250,000 TL and shares move by endorsement alone. Crucially, limited şirket shareholders are personally liable for the company's unpaid tax and social security debt in proportion to their shares; joint stock shareholders are not.
Can I manage my Turkish company from abroad?
Yes. A manager or board member is not required to live in Turkey, and general assemblies can be attended by proxy or, where the articles permit, electronically. What you do need is a Turkish tax number and a power of attorney notarised at a Turkish consulate, so somebody can sign at the registry, the bank and the tax office.
How do I transfer shares in a Turkish limited company?
Three steps. A written share transfer agreement signed before a Turkish notary, approval by the general assembly, and registration by the managers at the trade registry. A transfer without the notary is not enforceable.
What can I do if my Turkish partner passed a decision without me?
Move fast. A general assembly resolution can be annulled, but the action must be filed at the commercial court within three months of the resolution date under article 445. After that it stands. If the relationship has broken down completely, shareholders holding at least ten per cent of the capital can ask the court to dissolve the company for just cause.
Does a foreign-owned Turkish company have annual filing obligations?
Yes, and foreign owners miss two in particular. The ordinary general assembly must be held within three months of the end of the financial year, so by 31 March for a company on the calendar year.
Can I sue a Turkish company straight away for unpaid invoices?
Not for a money claim. Since 1 January 2019, article 5/A of the Commercial Code makes mediation a precondition. The mediator must conclude within six weeks, extendable by two. Only if mediation fails can the case be filed at the commercial court, and a party that fails to attend without a valid excuse bears the whole cost of that later case.
How much does a corporate lawyer in Antalya charge?
It depends on the type of work and the detail of the file. Our fee is set on the minimum attorney fee tariff published each year in the Official Gazette, which is the floor no lawyer registered with a Turkish bar association may go beneath. Your file may also attract trade registry, court, notary or translation costs, which are paid to the institution concerned and not to us.
Antalya Corporate Law Firm's office