The area of law that governs a company from formation to dissolution — ownership structure, capital, general assembly, share transfers — at every step along the way.
Corporate law governs how a commercial enterprise is legally formed, who decides what, and the rights and obligations shareholders owe one another. In Turkey its primary source is Turkish Commercial Code No. 6102.
Most disputes in practice stem from details overlooked at formation: exit rules for shareholders were never written down, signing authority is unclear, profit distribution was never discussed. When these clauses are drafted correctly from the outset, most future disputes never arise.
At SBP Legal we look at your company not as a single transaction but across its full life cycle: formation, growth, raising investment, restructuring and, where needed, exit.
What we do in this area
Company formation and entity selection
Joint stock or limited liability? Choosing the right structure based on tax, liability and investment scenarios, and drafting articles of association tailored to the company.
Shareholders' agreements
Structuring decision majorities, veto rights, exit and expulsion, non-compete, tag-along and drag-along rights.
Share transfers and capital transactions
Share transfer agreements, capital increases and reductions, pre-emptive rights, issuance of preferred shares and share ledger management.
General assembly and board of directors
Meeting calls, agenda preparation, minutes, internal directives, signature circulars and arrangement of representation authority.
Director liability
Defining the legal, financial and criminal liability limits of board members and managers; representation in liability actions.
Dissolution, merger and conversion
Handling company closure, division, or conversion from limited to joint stock company and other structural transactions.
Does this page speak to your situation?
If any of the following applies to you, now is the time to talk:
- You're forming a new company and want to get the ownership structure right from the start.
- A new shareholder or investor is joining the company.
- Shareholders disagree over decision-making or profit distribution.
- You're a board member and want to understand the limits of your personal liability.
Frequently asked questions
Should I form a joint stock company or a limited liability company?
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.
Is a shareholders' agreement mandatory?
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.
Are shareholders personally liable for company debts?
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.
How does a share transfer become legally valid?
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.
This page was last updated on 20.07.2026. Content is for general informational purposes and does not substitute for legal advice.