Frequently asked questions

Short answer: if you plan to raise investment, ease share transfers, or build a multi-shareholder structure, a joint stock company is usually preferable; for a small, closely held partnership, a limited liability company is often more suitable. Joint stock companies allow more flexible share transfers and can offer tax advantages under certain conditions; in limited liability companies, shareholders may be held liable for public debts in proportion to their shares. The right choice depends on the number of shareholders, capital plans and exit strategy.

Corporate Law page

No, it isn't required by law — but in practice it's the most critical document. The articles of association are the company's outward-facing face; the shareholders' agreement holds the promises shareholders make to each other: who can exit and when, at what price shares transfer, what happens in a deadlock. When these clauses aren't written, disputes end up in court.

Corporate Law page

As a rule, no — in capital companies a shareholder's liability is limited to the capital contributed. However, for public debts such as taxes and social security, limited liability company shareholders may be held liable in proportion to their shares, and legal representatives may be held liable with their entire personal assets. This is why signing authority and representation structure require careful design.

Corporate Law page

In a limited liability company, a share transfer is completed through a written, notarized agreement, general assembly approval, entry in the share ledger, and registration with the trade registry. In a joint stock company, registered shares transfer by endorsement and entry in the share ledger, while bearer shares transfer by delivery and notification to the Central Securities Depository.

Corporate Law page

It takes an X-ray of the company you're about to buy. It surfaces pending lawsuits, unpaid tax and social security debts, invalid lease agreements, expired licenses, and key employees without proper contracts. The findings either lower the price, secure additional guarantees from the seller, or lead you to walk away from the deal.

Mergers and Acquisitions (M&A) page

In a share deal you acquire the entire company, history included; contracts and permits generally continue as they are. In an asset deal you acquire only the machinery, brand or customer portfolio you select; most past liabilities stay with the seller, but permits may need to be reobtained. The choice depends on tax exposure and risk appetite.

Mergers and Acquisitions (M&A) page

For a mid-sized deal, the typical timeline from letter of intent to closing is 2–6 months. It can extend if Competition Authority clearance is required or if a regulated sector — energy, healthcare, finance — is involved.

Mergers and Acquisitions (M&A) page

No. Clearance becomes mandatory only once the parties' Turkey turnover exceeds the thresholds set by law. Closing without clearance when the threshold is exceeded can render the transaction legally void and trigger administrative fines based on turnover. This assessment should be made at the very start of the deal.

Mergers and Acquisitions (M&A) page

A holding company centralizes management by consolidating the shares of group companies under one entity. Dividend income from subsidiaries can be tax-exempt under certain conditions, intra-group financing becomes easier, and the structure looks cleaner in a company sale. On the other hand, it creates additional accounting and compliance cost, so a cost-benefit analysis should precede the decision.

Corporate Governance and Restructuring page

Under the Turkish Commercial Code, joint stock companies that delegate management must adopt an internal directive. This document records in writing who decides what, and plays a decisive role in limiting board members' liability.

Corporate Governance and Restructuring page

It's the transfer of part of a company — a factory or a piece of real estate, for example — out of the existing company and into a new or another existing company. When the statutory conditions are met it can be carried out tax-free; it's typically used to separate risky operations from valuable assets.

Corporate Governance and Restructuring page

Yes. In international commercial contracts, the parties are free to choose the governing law. But the chosen law must genuinely fit the dispute and be enforceable in the country where the judgment will be executed. Simply defaulting to 'our own law' doesn't always produce the best outcome.

Commercial Contracts and International Trade Law page

Arbitration is generally faster, confidential, and easier to enforce internationally — recognized in over 170 countries under the New York Convention. On the other hand it's costly and not economical for low-value disputes. The size of the claim and the counterparty's home country are the deciding factors.

Commercial Contracts and International Trade Law page

They determine at what point goods pass to the buyer, who bears freight and insurance costs, and when risk of loss transfers to the other party. Terms like EXW, FOB, CIF and DDP each represent a different risk allocation; choosing the wrong one turns into a payment dispute.

Commercial Contracts and International Trade Law page

It isn't mandatory, but it makes proving damages much easier. Without one, you must prove the amount of loss caused by delay yourself. Keep in mind courts can reduce disproportionately high penalty clauses.

Commercial Contracts and International Trade Law page

No. Facilities below a certain installed-capacity threshold are treated as unlicensed generation and can be built through a shorter permitting process. Projects above the threshold must obtain a generation license from EMRA. Because the thresholds change over time, current regulations should be checked before any investment decision.

Energy Law page

It's when a company buys its electricity directly from a renewable power plant under a long-term contract, rather than from the exchange or a supplier. It offers price predictability and carbon-reporting advantages, but requires careful drafting of production risk, imbalance cost and force majeure clauses.

Energy Law page

Whether the connection agreement, land easement and EIA decision remain valid after the transfer. License transfers require EMRA approval; share movements made without that approval can end up invalidating the license.

Energy Law page

A physician can be held liable for failing to properly inform the patient even if the procedure itself was medically flawless. A generic, boilerplate form isn't enough either — the disclosure must be specific to the patient's condition and the risks and alternatives of the proposed procedure, given in understandable language a reasonable time before the procedure.

Healthcare Law page

Turkey's data protection law treats health data as a special category of personal data. As a rule it can only be processed with explicit consent or by healthcare personnel bound by confidentiality obligations. The administrative fines and compensation exposure for a violation are markedly higher than for ordinary data.

Healthcare Law page

Advertising intended to generate demand is prohibited in healthcare. Before-and-after treatment images and patient-experience posts are, in most cases, treated as exactly that, triggering administrative sanctions. The permitted line is purely informational content — every post should be reviewed before it goes live.

Healthcare Law page

The declarations, annotations and liens section of the land registry must always be reviewed: mortgages, attachments, usufruct rights, family-residence annotations, expropriation annotations or promise-of-sale entries all appear there. You should also check zoning status and building/occupancy permits with the municipality, and verify the distinction between floor easement and condominium ownership.

Real Estate and Construction Law page

You can claim the contractual delay penalty, seek your rental loss as damages, and — if the delay is serious — rescind the contract and sue for the return of your title deed. Which route to take depends on the contract text, correspondence about deadline extensions, and the actual progress of construction; sending a properly timed and worded notice is critical to avoid losing your rights.

Real Estate and Construction Law page

Yes, within reciprocity principles and statutory limits. A 30-hectare nationwide cap per person applies, along with a rule not to exceed 10% of a district's surface area and restrictions in military restricted zones. An appraisal report from an authorized institution is mandatory before transfer.

Real Estate and Construction Law page

Termination for just cause applies to serious conduct contrary to morality and good faith — theft, insulting the employer — with no notice period and no severance pay owed. Termination for valid cause is based on incompetence, conduct, or operational requirements; a notice period is given (or notice pay is paid) and severance pay becomes due. In a just-cause termination, action must be taken within six working days of learning of the incident.

Labor and Social Security Law page

To an employee who has worked at least one year: when the employer terminates for valid cause, when the employee resigns for just cause, and on separation due to military service, retirement, or (within one year of marriage) a female employee's marriage. It's calculated at 30 days' gross wage — including fringe benefits — for each full year of service, subject to the statutory cap.

Labor and Social Security Law page

Mediation is a mandatory precondition for labor-claim and reinstatement disputes. A party that fails to attend the first meeting without valid excuse is held liable for the entire cost of litigation even if it ultimately wins the case outright, and is not awarded attorney's fees.

Labor and Social Security Law page

It is, but within limits. The restriction must be defined in duration, geographic scope and line of business, must not jeopardize the employee's economic future, and the employee must have genuinely had access to the customer base or production secrets. Clauses written broadly and without limits are narrowed or invalidated by the courts.

Labor and Social Security Law page

Yes. The obligation depends on whether you process personal data, not on company size. If you have an employee, a customer, or a website visitor, you're processing personal data. VERBİS registration thresholds are based on staff numbers and financial statements, but falling below that threshold doesn't remove the other obligations.

Compliance, Ethics and Data Protection page

No, and the distinction is critical. A privacy notice is a one-way disclosure explaining why data is processed, and it's always required. Explicit consent is only obtained when no other lawful ground exists — such as a contract, a legal obligation, or legitimate interest. Trying to get consent for everything is a common mistake; because consent can be withdrawn at any time, it makes the company more fragile, not less.

Compliance, Ethics and Data Protection page

The data controller must notify the Turkish Data Protection Board without delay and no later than 72 hours after becoming aware of the breach. Affected individuals must also be informed as soon as reasonably possible. That's why a breach-response plan needs to be ready before an incident happens, not after.

Compliance, Ethics and Data Protection page

For commercial claims and damages claims involving payment of a sum of money, mediation is a mandatory precondition — a lawsuit filed without first going to mediation is dismissed on procedural grounds. Voluntary mediation can still be chosen for disputes where it isn't mandatory.

Dispute Resolution, Mediation and Commercial Litigation page

It's a temporary protective measure that can be obtained before litigation or enforcement, against the risk that a debtor will hide assets, for a monetary claim that is due and not secured by a pledge. A security deposit is usually required. If enforcement isn't initiated within the statutory period after the order is granted, the attachment lifts automatically.

Dispute Resolution, Mediation and Commercial Litigation page

The general rule is ten years; but for certain claims such as rent, interest and periodic payments it's five years, and for special relationships such as carriage and insurance it can be shorter. Limitation isn't applied by the court on its own motion — the other party must raise it — so the time calculation should be done at the very start of the case.

Dispute Resolution, Mediation and Commercial Litigation page

A family constitution signed on its own is a moral and institutional understanding with limited enforceability. Bindingness comes from transferring its rules into the articles of association, the shareholders' agreement and, where needed, voting agreements. The right design is to run both layers together.

Family Businesses and Family Constitutions page

Before a crisis hits. Documents drafted while a dispute is already active turn into a negotiation and are usually never finished. The ideal timing is before the second generation joins the company.

Family Businesses and Family Constitutions page

In a joint stock company you can subject the transfer of registered shares to company approval through transfer-restriction (Vinkulierung) provisions in the articles of association. On top of that, the shareholders' agreement should provide a right of first refusal, tag-along rights and a pre-agreed valuation formula. Death and divorce scenarios need to be addressed separately.

Family Businesses and Family Constitutions page

Yes. Foreign individuals and entities can own the entirety of a company without any requirement for a Turkish co-shareholder. Special restrictions apply in a small number of regulated sectors such as aviation, maritime, media and private security.

Foreign Investor Advisory page

No, it isn't required. The process can be handled through a representative using a power of attorney issued abroad, apostilled and sworn-translated into Turkish. Some banks, however, may require the signatory to be physically present to open a bank account.

Foreign Investor Advisory page

A branch isn't a separate legal entity — it's an extension of the parent company, which remains liable for its debts, and its scope of activity is limited to that of the parent. A subsidiary (limited or joint stock company) is a separate legal entity; liability is limited to its capital and it operates more flexibly. Subsidiaries are generally preferred for long-term operating plans.

Foreign Investor Advisory page

No. After meeting their tax obligations, foreign investors can freely transfer net profit, sale proceeds and liquidation shares abroad through banks. Corporate tax and dividend withholding must be calculated before the transfer.

Foreign Investor Advisory page

The property must be above the statutory minimum value, payment must be made through a bank before the title transfer, a current appraisal report from an authorized institution must exist, and a three-year non-sale annotation must be placed on the title deed. Additional restrictions can apply to property previously acquired from another foreigner and used for the same purpose. Because the minimum amount is updated by regulation, it should be confirmed before applying.

Citizenship Advisory for Foreigners page

Once the conformity certificate and residence permit stages are complete, the citizenship application typically takes a few months to conclude. Total time depends on how complete the file is and the workload of the relevant authorities; missing documents are the most common cause of delay.

Citizenship Advisory for Foreigners page

Yes. The applicant's spouse and children under 18 can also benefit from the application. A separate document set and translation process is handled for each family member.

Citizenship Advisory for Foreigners page

Exceptional citizenship by investment doesn't require the standard five-year residence condition. A residence permit must be obtained during the process, but there's no requirement of continuous physical residence.

Citizenship Advisory for Foreigners page