Corporate Law
Company Formation, Governance & Structural Advisory
Corporate law is the operational architecture of business — the framework through which companies are formed, governed, financed, restructured and dissolved. It is among the few areas of practice that touches every business decision, from a single shareholder resolution to a multi-jurisdictional reorganisation.
Mermeroglu Legal advises corporates, founders, boards and shareholders across the full lifecycle of corporate activity, coordinating with applicable foreign law through experienced partners. The firm's corporate practice is grounded in the Turkish Commercial Code and applies a comparative legal approach where cross-border considerations are engaged.
The firm acts for domestic companies, foreign-owned subsidiaries, joint ventures and holding structures across a range of industries, providing consistent corporate counsel aligned with both local requirements and international best practice.
Legal Framework
The Underlying Legal Logic
Entity Law
The statutory framework establishing the corporate forms available in the relevant jurisdiction, their formation requirements, the rights and duties of shareholders and directors, and the procedural framework for corporate decisions. This is the foundational layer on which every company is built.
The Constitutional Document
Articles of association, shareholders agreements and ancillary instruments that establish the specific governance arrangements for the particular company. A shareholders agreement may grant a minority investor veto rights that conflict with mandatory company law provisions — the constitutional drafting must accommodate both layers.
Fiduciary & Soft-Law Obligations
The body of fiduciary, contractual and regulatory obligations that constrain corporate action throughout the company's life — increasingly shaped by comparative governance standards (the OECD Principles, the UK and German Corporate Governance Codes) and the soft-law expectations of institutional investors, listing authorities and the wider market.
Service Areas
Company Formation (A.Ş., Ltd. Şti.)
Incorporation of joint-stock companies (A.Ş.) and limited liability companies (Ltd. Şti.) under the Turkish Commercial Code — including articles of association drafting, capital structuring, trade registry filings and regulatory notifications.
Branch & Liaison Office Setup
Establishment of branch offices and liaison offices for foreign companies operating in Türkiye — covering Ministry of Trade authorisations, trade registry registration, permitted activity scopes and ongoing compliance obligations.
Shareholder Agreements
Drafting and negotiating shareholder agreements, joint venture agreements and shareholders' resolutions — addressing voting rights, dividend policy, transfer restrictions, tag-along and drag-along provisions, deadlock mechanisms and exit arrangements.
Board & Governance Matters
Advisory on board composition, directors' duties and decision-making authority — including preparation of board resolutions, general assembly procedures, internal regulations and corporate governance frameworks compliant with Turkish law.
Capital Increases & Reductions
Legal support for share capital increases and reductions — covering in-cash and in-kind contributions, pre-emption rights, creditor protection procedures, trade registry filings and regulatory approvals where required.
Conversions, Spin-offs & Demergers
Structuring and executing corporate type conversions, partial and full demergers and spin-off transactions — including balance sheet analysis, creditor notification, trade registry procedures and tax considerations applicable to each structure.
Annual Compliance & Filings
Ongoing corporate maintenance including preparation of annual general assembly documentation, statutory filings, beneficial ownership declarations, trade registry updates and compliance with mandatory corporate law disclosure obligations.
Director & Officer Liability
Advisory on the personal liability exposure of directors and officers under the Turkish Commercial Code — including liability for unlawful distributions, insolvency obligations, representation authority and defence strategies in shareholder or regulatory actions.
Corporate Restructuring
Legal support for internal group reorganisations, holding structure redesign, subsidiary rationalisation and pre-transaction restructuring — coordinating corporate, tax and regulatory considerations to achieve the target structure efficiently.
Sector Intersections
Sectors in Which This Practice is Engaged
Corporate law work cuts across every sector and engages with substantially every other practice area. The principal sector intersections, where corporate work takes on particular characteristics, are as follows:
- Financial Institutions — corporate governance under prudential supervision, fit-and-proper assessment, audit committee structuring and consolidated reporting.
- Technology, Media & Telecommunications — founder agreements, growth equity rounds, dual-class share structures and the corporate dimension of platform regulation.
- Manufacturing & Industrial Products — group structuring, industrial holding arrangements and the corporate dimension of investment incentive certification.
- Energy, Renewables and Oil & Gas — special-purpose project companies, joint venture corporate structuring and the corporate dimension of regulatory authorisation.
- Construction & Infrastructure — consortium structuring, joint and several liability and the corporate dimension of public procurement participation.
- Real Estate & Hospitality — real estate holding structures, REIT (GYO) governance and asset-holding corporate arrangements.
- Defense & Aerospace — corporate structuring with classified information handling and FDI screening considerations.
- Nonprofit, Associations & Foundations — adjacent governance frameworks under the Civil Code, the Associations Law and the Foundations Law.
- Sports & Entertainment — sports club corporate governance under Law No. 7405 and the listed sports club regime.
Jurisdictional Reach
Comparative Jurisdictional Overview
Corporate law frameworks vary substantially across jurisdictions in the design of corporate forms, the allocation of director and shareholder powers, the strictness of capital maintenance rules and the framework for cross-border restructuring. Mermeroglu Legal advises on transactions engaging the legal and regulatory frameworks of the following principal corporate jurisdictions, among others:
Turkish corporate law is governed primarily by the Turkish Commercial Code (Law No. 6102), which modernised the framework along EU-aligned lines. The principal forms are the joint stock company (anonim şirket, A.Ş.) and the limited liability company (limited şirket, Ltd. Şti.), with public companies additionally regulated under the Capital Markets Law (Law No. 6362).
For detailed advice on jurisdictions not listed above — including emerging FDI regimes, country-specific screening procedures or jurisdiction-specific timing and filing requirements — please direct your enquiry through the firm's contact channels.
Standards & Instruments
International and Regional Instruments
Cross-border corporate work engages a framework of international instruments addressing corporate governance, cross-border reorganisation, regulatory cooperation and shareholder protection. The most operationally significant include:
OECD Principles of Corporate Governance
Originally adopted in 1999 and most recently revised in 2023, the OECD Principles provide the international benchmark for corporate governance, with the latest revision strengthening provisions on sustainability, digital and cybersecurity matters and the role of stakeholders.
EU Company Law Directives
A substantial body of harmonising directives — including the Cross-Border Mergers Directive, the Shareholders' Rights Directive II and the Mobility Directive (2019/2121) — provides the framework for cross-border conversions, mergers and divisions within the EU.
EU CSRD & CSDDD
The Corporate Sustainability Reporting Directive and the Corporate Sustainability Due Diligence Directive impose phased reporting and value-chain due diligence obligations on large EU and non-EU companies — with extraterritorial reach affecting Turkish companies and suppliers.
Hague Apostille Convention (1961)
Abolishing the legalisation requirement for foreign public documents, the Convention simplifies cross-border use of powers of attorney, corporate certificates and board resolutions. Türkiye has been a party since 1985, with the Convention in force in over 120 States.
UNCITRAL Model Law on Cross-Border Insolvency
Implemented in over 50 jurisdictions including the US (Chapter 15), the UK and Singapore, the Model Law provides a procedural framework for recognising foreign insolvency proceedings — operationally significant for restructuring Turkish groups with international assets.
Common Reporting Standard (CRS)
The OECD Common Reporting Standard establishes the automatic exchange of financial account information for tax purposes, and is operationally significant in the choice of holding jurisdiction and the disclosure obligations of corporate beneficial owners.
Recent Developments
Recent Decisions & Legislative Reform
Corporate law jurisprudence and legislation in major jurisdictions have reshaped the framework for director duties, shareholder rights and cross-border corporate mobility over the past three years. Illustrative developments include:
- Tornetta v. Musk (Delaware, 2024) — the Court of Chancery rescinded Tesla's 2018 compensation package, reshaping fiduciary analysis of executive pay in controlled companies and prompting 2024 DGCL amendments.
- Crispo v. Musk (Delaware, 2023) — addressing incidental damages clauses and specific performance in merger agreements, prompting the 2024 DGCL clarification on merger remedies.
- UK Supreme Court (2023–2024) — decisions on unfair prejudice petitions under section 994 of the Companies Act 2006 and on director duties within cross-border corporate groups.
- PRC Company Law (effective July 2024) — a single statutory representative regime, a mandatory five-year capital contribution timeline and enhanced minority protections, with 2024 Supreme People's Court interpretations addressing transition.
- EU — CSRD & CSDDD — phased sustainability reporting from 2024 and binding value-chain due diligence from 2027, with a 2025 Omnibus proposal recalibrating scope and timing.
- UK — Listing Reform (2024) — consolidation of premium and standard listings into a single equity shares (commercial companies) regime, effective July 2024.
- Türkiye — Capital Markets Board (2023–2025) — revisions to the Corporate Governance Communiqué (II-17.1) strengthening independent director and related-party transaction requirements.
- Türkiye — Commercial Code (2024) — minimum capital raised to TRY 250,000 for joint stock companies and TRY 50,000 for limited liability companies, alongside digital general assembly procedures.
Our Approach
How Mermeroglu Legal Engages
Corporate mandates differ markedly in their character — from a single board resolution requiring a focused legal input to a multi-year corporate restructuring engaging several jurisdictions concurrently. Our practice is structured to accommodate that variance through a tiered engagement model: routine corporate work is handled efficiently within the firm; transformational matters draw on coordinated internal and alliance resources.
Each mandate is led by a single matter principal at the firm, supported by an internal team drawing on corporate, capital markets, tax, employment and, where required, regulatory practices. Where the matter requires advice on the law of jurisdictions outside Türkiye, we work through long-standing alliance arrangements with foreign counsel, including in the principal Delaware, English, Continental European, Gulf and Asian corporate jurisdictions.
Our approach places particular emphasis on the design phase of corporate structures. Many of the issues that present in operation — minority shareholder dispute, governance deadlock, regulatory non-compliance, tax inefficiency — are determined by the foundational design of the corporate constitutional documents. We treat the constitutional drafting phase as substantive legal work warranting the same attention as transactional negotiation.
We maintain a continuous advisory relationship with operating clients in respect of corporate matters, providing standing access to advice on board procedures, shareholder matters, group structure issues and regulatory engagement — operationally significant for clients whose corporate questions arise on a quarterly or monthly cadence rather than as discrete transactions.
INITIAL ENQUIRIES
Structural reorganisations and multi-jurisdictional matters are handled through coordinated internal and alliance teams.
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