Corporate and Partnership Law in Turkey for Foreigners

How We Help Foreign Partners and Investors

Going into business with partners, or investing in one that already exists, is a matter of trust. Good legal structure turns that trust into something you can rely on if circumstances change. Our corporate team works with foreign clients every day and looks after the whole legal side of a partnership.

We support you across the life of the business:

• Choosing the right partnership or company structure for your plans
• Drafting and negotiating partnership and shareholder agreements
• Setting up the company and registering it with the Trade Registry
• Legal due diligence before you invest or take a stake
• Capital increases, share transfers and admitting new partners
• Corporate governance, board decisions and general assemblies
• Resolving disputes between partners and, where needed, exit or dissolution

Company and Partnership Types in Turkey

The Turkish Commercial Code and the Code of Obligations offer several ways to work together. The form you choose decides how partners are liable, how the business is managed and how profits and shares move. We help you pick the one that fits your goals.

Ordinary Partnership (Adi Şirket)

The simplest arrangement, formed by a contract between two or more partners without creating a separate legal entity. It is quick to set up, but the partners are personally liable for the obligations. It can suit a short project or a joint venture, though most businesses move to a company form.

Collective and Limited (Commandite) Partnership

A collective partnership (kollektif şirket) is made up of partners who all carry unlimited, joint liability for the debts. A commandite partnership (komandit şirket) has at least one partner with unlimited liability and others whose liability is limited to their committed capital. These forms are less common today but still used in family and professional businesses.

Limited Liability and Joint Stock Companies

For most trading businesses the Limited Liability Company (Limited Şirket) or Joint Stock Company (Anonim Şirket) is the better home. Both give the owners limited liability and a clear share structure. If you are still deciding whether to incorporate, see our guide to company formation in Turkey.

Shareholder and Partnership Agreements

The articles of association say what the law requires. A separate shareholder or partnership agreement says how the partners actually want to run things and what happens when they disagree. For a foreign partner this document is the real safeguard, and we draft it in plain English alongside the Turkish version.

A strong agreement usually covers:

• Capital contributions and how future funding is shared
• Management, board seats and who signs for the company
• Which decisions need a special majority or the consent of all partners
• Profit distribution and dividend policy
• Restrictions on selling shares, pre-emption and tag-along or drag-along rights
• What happens on deadlock, death, exit or a serious breach
• Confidentiality, non-compete and how disputes are resolved

Legal Due Diligence

Before you buy into a company or take on a new partner, you should know exactly what comes with it. Our legal due diligence reviews the corporate records, share ownership, contracts, debts, licences, employment matters, disputes and tax position. We give you a clear report on the risks and practical ways to deal with them, whether by adjusting the price, adding warranties or fixing problems before completion. Where the deal is larger, this work feeds into our mergers and acquisitions support.

Corporate Governance and Compliance

Once a company is running, it must keep proper records, hold its general assembly and board meetings correctly, and file with the Trade Registry when things change. We handle the routine corporate housekeeping, prepare resolutions, and keep your decisions valid and enforceable. Good governance also matters if you later plan to bring in investment or sell, because buyers look closely at how the company has been run.

Restructuring, Share Transfers and Exits

Businesses change. Partners join, capital is raised, shares are sold and sometimes people want to leave. We manage share transfers, capital increases, the admission of new partners and the restructuring of the group, and we make sure each step is properly documented and registered. If a partnership has broken down, we advise on a clean exit or, as a last resort, dissolution, protecting your interests throughout.

Our Process (Step by Step)

1. 1

   Free Consultation

   We learn your business, your partners and your goals, then explain the structures that fit and set out costs and timing.

2. 2

   Structure and Documents

   We recommend the right form and prepare the articles, partnership or shareholder agreement and supporting resolutions.

3. 3

   Due Diligence Where Needed

   If you are investing or joining an existing business, we review it thoroughly and report on the risks before you commit.

4. 4

   Signing and Registration

   We finalise the agreements, arrange notarisation and translations, and register the changes with the Trade Registry.

5. 5

   Ongoing Support

   We keep the company compliant and stand ready for future changes, from new partners to a sale or restructuring.

Why Choose Bayraktar Attorneys

Frequently Asked Questions