Attorney Requirement for Joint Stock Companies in Turkiye: Legal Obligation and Penalties

Under Turkish law, certain joint stock companies (anonim şirket) are legally required to retain a contracted attorney. This obligation, introduced to enhance corporate compliance and ensure the proper management of legal affairs, stems from Article 35 of the Attorneyship Law (Law No. 1136). Companies that fail to meet this requirement are subject to significant monthly administrative fines.

In this blog, we explain which companies are affected, the nature of the obligation, how to comply, and the consequences of noncompliance in 2025.

Attorney Requirement for Joint Stock Companies

As of 2025, any joint stock company with a paid-in capital of at least 1,250,000 Turkish Liras is required to retain a contracted attorney under Article 35 paragraph 3 of the Attorneyship Law.

This legal obligation aims to ensure that corporations operate more efficiently and lawfully in their legal transactions. The rule also applies to housing cooperatives with 100 or more members.

The relevant provision of the law is as follows:

“Joint stock companies whose capital is five times or more the minimum capital prescribed under Article 272 of the Turkish Commercial Code, and housing cooperatives with 100 or more members, must retain a contracted attorney.”

Although the law refers to Article 272 of the former Turkish Commercial Code (No. 6762), the relevant provision is now found in Article 332 of the current Turkish Commercial Code (No. 6102).

According to the updated law:

• The minimum capital requirement for a joint stock company was raised from 50,000 TL to 250,000 TL by Presidential Decree No. 7887 published in the Official Gazette on 25 November 2023, effective as of 1 January 2024.

• Therefore, the attorney obligation applies to joint stock companies with capital of 1,250,000 TL or more (250,000 TL x 5).

This rule applies only to joint stock companies operating under the fixed capital system. Companies under the registered capital system, capital market institutions, and variable capital structures are excluded from this requirement.

Nature of the Legal Relationship and the Role of the Attorney

The law requires a written attorney agreement, not an employment contract. Companies must engage a freelance attorney or law office on a continuous consultancy basis.

Key features of this attorney contract include:

• It must be in writing, drawn up in three copies under Article 73/A of the Attorneyship Law’s Regulation.

• One copy must be submitted by the attorney to the Bar Association.

• The company must pay monthly fees in accordance with the Minimum Attorney Fee Tariff.

• The attorney must issue a freelance invoice (meslek makbuzu) and submit it to the Bar at the end of each year.

For detailed legal and tax structuring, we also recommend reading our blog on [How to Establish a Joint Stock Company in Türkiye].

Penalties for Noncompliance

What happens if a joint stock company fails to retain an attorney?

Per Article 35 paragraph 3 of the Attorneyship Law:

“Companies that fail to appoint a contracted attorney shall be fined two times the gross monthly minimum wage for every month of noncompliance. The fine is imposed by the Public Prosecutor.”

Penalty Calculation in 2025

• Gross minimum wage in 2025: 26,005.50 TL

• Monthly fine for noncompliance: 52,011 TL (2 x 26,005.50 TL)

The penalty is calculated monthly, and applies retroactively for every month the company remains in violation.

For example:

• A joint stock company that fails to retain an attorney for six months in 2025 will face a total fine of 312,066 TL.

The Chief Public Prosecutor’s Office handles penalty enforcement.
Bar associations are authorized to monitor companies and report violations.

Is There an Attorney Obligation for Limited Companies?

No. This legal obligation only applies to joint stock companies and large cooperatives. Limited liability companies (limited şirket) are not legally required to retain an attorney.

However, while not mandatory, legal consultancy is still highly recommended for limited companies, especially when handling:

• Commercial contracts

• Labor law issues

• Disputes and litigation

• Tax planning

Having an attorney ensures proper legal compliance and reduces business risk.

Frequently Asked Questions

What is the capital threshold that triggers the attorney obligation?
Any joint stock company with capital of 1,250,000 TL or more must retain an attorney.

What is the fine for not appointing an attorney?
In 2025, it is 52,011 TL per month of noncompliance.

Do limited liability companies need to hire an attorney?
No, but it is highly advisable to work with one for legal safety.

How should the attorney agreement be made?
The agreement must be in written form and one copy must be submitted to the Bar Association.

When does the obligation start after a capital increase?
From the date the capital increase is registered in the Trade Registry.

Conclusion

The legal obligation to retain an attorney for joint stock companies in Türkiye is a critical requirement to strengthen legal compliance and protect corporate interests. As of 2025, companies with capital of 1,250,000 TL or more must comply with this regulation or face monthly fines exceeding 50,000 TL.

Working with a qualified attorney not only ensures compliance with Turkish law but also gives your company a strategic legal advantage. At Bayraktar Attorneys, we regularly assist companies in drafting legally sound contracts, resolving disputes, and maintaining full legal compliance.