Building the order that defines who decides what within a company, who answers to whom, and how group companies connect to one another.
Corporate governance ties a company's decisions to rules rather than individuals. Whether the company can keep running the same way on a day the founder isn't there depends on whether this order exists.
Restructuring, meanwhile, is the work of separating the risks carried by a growing business: splitting manufacturing, real estate and trading activities into separate legal entities, setting up a holding company at the top, spinning off a division into its own company.
A well-designed structure delivers tax efficiency, a clear story for investors, and risk isolation. A poorly designed one generates extra cost and delay in every transaction.
What we do in this area
Authority and signature architecture
Setting signature circulars, authority matrices and spending limits, and tying them to the board's internal directive.
Holding and group company structuring
Setting up a parent company, subsidiary structures, and intra-group service and license agreements.
Demerger and type conversion
Managing full or partial demergers and limited-to-joint-stock conversions, including trade registry and tax dimensions.
Board and committees
Establishing independent board membership, early risk detection committees and audit structures.
Group-wide policies
Drafting authorization, procurement, conflict-of-interest and information security policies.
Corporate books and records
Keeping share ledgers, resolution books and general assembly files compliant with regulatory requirements.
Does this page speak to your situation?
If any of the following applies to you, now is the time to talk:
- Your company has grown, but decisions still run through one person.
- You have several companies and the relationship between them was never documented.
- You're preparing for investor talks and your corporate structure is being scrutinized.
- You want to separate your activities by risk.
Frequently asked questions
What's the advantage of setting up a holding company?
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.
Is an internal directive mandatory?
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.
What does a partial demerger mean?
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.
This page was last updated on 20.07.2026. Content is for general informational purposes and does not substitute for legal advice.