Bilkay Legal provides comprehensive consultancy to both corporate and individual clients across all processes under the Turkish Commercial Code. From a company's formation to its liquidation, from general assembly meetings to share transfers, we are by your side at every stage.
Scope of Our Service
Commercial law is a broad field that governs every area of business life. Preventing and resolving the legal problems companies face in their day-to-day operations, and securing entrepreneurs' business ideas under solid legal protection, are critically important. Our office offers the following services in this area.
Our Principal Practice Areas
- Joint-stock and limited company formation
- Drafting and amending articles of association
- Share transfers and shareholding transactions
- Mergers and acquisitions (M&A) processes
- Conversion of type and division (demerger) transactions
- General assembly and board of directors resolutions
- Resolution of disputes between shareholders
- Drafting and negotiating commercial contracts
- Unfair competition claims
- Commercial agency and representation agreements
- Company liquidation and pre-insolvency processes
- Corporate governance and compliance consultancy
Company Formation
Setting up a new company is far more than a registration entry at the trade registry. Choosing the company type best suited to the founders' goals (joint-stock, limited, limited partnership, general partnership), drafting articles of association that protect the partners' expectations, and properly planning the capital structure are factors that directly affect the company's future operations. Our office manages the entire process — beginning with pre-formation planning — before the Tax Office, the Social Security Institution and the Chamber of Commerce.
Disputes Between Shareholders
Disputes among shareholders over profit distribution, management rights, restrictions on share transfers or the right to information frequently produce serious consequences that can paralyse a company's operations. In such situations, the priority is to enable the parties to settle through negotiation. Where settlement is not possible, legal avenues such as annulment of general assembly resolutions, an action for dissolution on just grounds, or a shareholder's request for information are assessed.
Preventive law: The majority of shareholder disputes arise from gaps in the articles of association and the shareholders' agreement prepared at the formation stage. A well-drafted articles of association resolves many future disputes before they ever arise.
Commercial Contracts and Negotiation
Distribution, dealership, franchise, supply, service and sale-and-purchase agreements are the fundamental building blocks of commercial life. In drafting and negotiating these contracts, a company's commercial interests and legal risks must be weighed in balance. Our office takes part in commercial contract negotiations in both Turkish and English, ensuring that the governing-law and dispute-resolution clauses of cross-border transactions are structured with care.
Mergers and Acquisitions (M&A)
Company acquisitions and mergers are complex processes from both a financial and a legal standpoint. Legal due diligence, negotiation of the share purchase agreement (SPA), determination of closing conditions and management of post-closing compliance obligations directly affect the success of the transaction. Our office supports its clients through every phase of M&A transactions, including Competition Authority notification processes.
Frequently Asked Questions
Should I form a limited company or a joint-stock company?
The choice depends on the size of the capital, the number of shareholders, any future plans for a public offering or investment, and the liability regime. A joint-stock company is often preferred for ventures with public-offering potential and relatively high capital, while a limited company is frequently chosen for family businesses and small-to-medium enterprises. It is advisable to assess the tax and legal dimensions together before deciding.
I want to exit the partnership — what path should I follow?
Above all, the share-transfer procedure set out in the articles of association should be assessed, along with the avenues regulated in the Turkish Commercial Code for withdrawal on just grounds, exclusion or a request for dissolution. Each avenue has its own conditions and time limits. An independent valuation to determine the true value of your shares is often also required.
Which clauses should I pay particular attention to in a commercial contract?
The leading clauses are the term of the contract, termination conditions, limitations of liability, confidentiality, non-compete, intellectual property rights, governing law and dispute resolution (court or arbitration). Each of these clauses directly determines the parties' rights and obligations at the moment a dispute arises.