Commercial and Company Law

Corporate security and strategic consultancy in the field of Commercial and Corporate Law

Commercial and company law is not a technical field that only regulates a company's founding documents, general assembly decisions or trade registry transactions. When a company's partnership structure, management model, representation system, capital arrangement, financing relations, contractual network and commercial risks are evaluated together, corporate law directly forms the basis of corporate security, investability and sustainable growth.

Many disputes faced by companies arise not on the day of the transaction, but when the previously incomplete legal architecture becomes visible during the period of growth, investment, partnership change or commercial pressure. Unclear partnership provisions, inadequately foreseen share transfer restrictions, articles of association not compatible with actual practice, weak representation mechanisms or incompletely documented management decisions may create serious legal and commercial costs for the company in the future.

Çetin Law Office does not position commercial and corporate law consultancy as merely document preparation or transaction completion activities. Each company's field of activity, partnership balance, financing need, management habits, growth target and possibility of dispute are analyzed together. Therefore, the legal support provided includes a combination of practical consultancy that safely carries out the daily operations of the company and a strategic legal approach targeting long-term corporate durability.

The most valuable legal intervention for companies is often the intervention made not after the dispute arises, but before the areas that may cause the dispute become visible. A correctly prepared articles of association, clearly regulated partnership relations, contracts compatible with commercial reality, a healthy representation and signature authority structure and regular decision-making processes can prevent a significant part of the disputes that may arise in the future.

Company establishment, articles of association and corporate structure design

Decisions taken at the establishment stage of a company directly affect its partnership structure, investment availability, management system, representation powers, capital needs and commercial flexibility in the following years. Completing the registration procedures alone is not sufficient for joint stock company, limited company, branch, liaison office, holding structure or special purpose company establishments. The company's legal architecture should be designed in accordance with its operating model, partnership relationship and growth perspective at the establishment stage.

In joint stock companies and limited companies, preparation of articles of association, determination of capital structure, shareholding order, representation powers, functioning of management bodies, trade name, trade registry registration and internal decision-making mechanisms are evaluated together. Rather than being satisfied with standard founding documents, the aim is to create an institutional framework that meets the actual needs of the company and can accommodate the possibilities of investment, share transfer, management change or restructuring in the future.

If foreign investors establish a company, open a branch or create a joint venture structure in Turkey, company establishment; It should be addressed together with tax, bank, permit, license, representation, employment, data protection and sectoral regulation dimensions. In this context foreign investments, contracts law and corporate law titles are often evaluated within the same transaction architecture.

The legal consequences of transactions to be made in the trade registry and MERSİS processes are not limited to the moment of registration. The company's title, headquarters, form of representation, shareholding structure, capital arrangement, management body and articles of association may be decisive in terms of future relations with third parties, banking processes, investment negotiations and disputes. Therefore, establishing the official registration infrastructure correctly and keeping it up to date is of fundamental importance for the legal security of the company. For general information about the MERSİS application Ministry of Commerce MERSİS page can be examined.

Share transfers, partners' agreements and partnership balance within the scope of Commercial and Corporate Law

Although share transfer often seems like a transaction that can be completed with a short contract, it has a direct impact on the company's management balance, partnership relations, financing ability, decision-making mechanism and future exit scenarios. For this reason, in share transfers, not only the transfer agreement, but also the provisions of the articles of association, partners' agreement, pre-emption and approval mechanisms, management rights, financing obligations and possibilities of dispute should be evaluated together.

In share transfer agreements, transfer fee, payment terms, closing conditions, declarations and commitments, compensation provisions, right of pre-emption, right of joint sale, right of dragging, non-competition, confidentiality, key person provisions and post-transaction responsibilities are designed in accordance with the concrete transaction structure. The impact of the transfer on the company's existing contracts, credit relationships, licenses, permits and commercial commitments is also examined.

Partners' agreements can be the invisible constitution of the company. Minority rights, board representation, veto rights, decision quorums, financing obligations, rights to information, deadlock resolution mechanisms, share transfer restrictions and exit provisions are regulated in accordance with the company's partnership dynamics. These contracts not only create rights and obligations between the parties, but also determine the sustainability of the balance of power within the company.

In family companies, share structure, management order, succession planning, family constitution, share transfer restrictions, control mechanisms and generation transition are handled with the aim of long-term corporate continuity. In startups, technology companies and growth-stage businesses, investor rights, employee share options, founder obligations, anti-dilution protections, information rights and exit scenarios become decisive in terms of the company's investability.

Merger, acquisition, investment and restructuring transactions

Mergers and acquisitions are one of the most intense and multidisciplinary areas of commercial and corporate law practice. Transactions such as share transfer, asset transfer, company merger, division, type change, investment tour or joint venture establishment are not just contract negotiations. The target company's legal status, contractual obligations, employee relations, licenses and permits, debts, guarantees, dispute history and commercial commitments should be evaluated within the same whole.

Çetin Law Office, mergers and acquisitions It provides legal support in the field of legal due diligence on behalf of the buyer or seller, determining the transaction structure, preparing share transfer or asset transfer agreements, establishing closing conditions and managing post-closing liabilities. The aim is not only to complete the transaction legally, but also to establish a balanced, applicable and auditable structure between the commercial expectations and legal risks of the parties.

During the legal due diligence process, the target company's corporate documents, trade registry records, shareholding structure, contracts, employee relations, disputes, license and registration status, administrative sanction history, guarantees, debts and obligations with third parties are examined in detail. This review is critical in identifying risks that may directly affect transaction valuation, collateral structure, representations and commitments, compensation mechanisms and closing conditions.

In venture capital, private equity investments and growth financing transactions, term sheet negotiations, partners' agreements, investment agreements, preferred share structures, investor rights, founder obligations, rights to information and exit provisions are handled in accordance with the company's growth strategy. It can directly affect the transaction value in terms of legal structure, investability and corporate scalability, especially in the technology, software, e-commerce, financial technology, industry, energy, real estate, foreign trade and service sectors.

Board of directors, general assembly and corporate governance processes

The operation of company bodies in accordance with the law, auditability and commercial reality is at the center of corporate law consultancy. Decisions taken by board members, managers, shareholders and other company bodies are important not only in terms of transaction validity, but also in terms of manager responsibility, shareholder rights, representation authority, protection of company assets and disputes that may arise in the future.

While preparing the decisions of the board of directors and the board of directors, the company's field of activity, financial effects of the decision, representation scheme, shareholding structure, related party possibilities and possible liability claims are evaluated together. Establishing sound decisions in terms of content, procedure and documentation reduces the risks of objection, cancellation and liability that the company may face in the future.

During general assembly processes, agenda preparation, calling procedure, power of attorney order, meeting minutes, decision texts, announcement, registration and decision cancellation risks are managed legally. Establishing the right balance between shareholders' rights to obtain and review information and the continuity of the company's activities is of great importance, especially in companies with complex partnership structures, family companies, group companies and ventures that have received investment.

Within the scope of corporate governance consultancy, the balance between shareholders, minority rights, conflicts of interest, related party transactions, rights to information, functioning of management bodies and internal audit mechanisms are evaluated from a legal perspective. Corporate governance is a strategic need not only for public companies, but also for family companies with growth targets, foreign capital companies, group companies and ventures receiving investment.

Commercial contracts, intercompany relations and dispute management

The legal security of companies is determined not only by internal company documents but also by the network of contractual relationships established with third parties. Distribution, dealership, supply, service, production, licensing, confidentiality, non-competition, purchase and sale, subcontracting, project development and strategic cooperation agreements constitute the basic legal basis for the company's commercial activities. Therefore, commercial contracts should be prepared by taking into account the company's sector, business model, bargaining power, risk profile and possibility of dispute.

Çetin Law Office provides legal support to companies in the processes of preparing, negotiating, revising and managing risks that may arise from the implementation of commercial contracts. Contract language is considered not only as a text listing the obligations of the parties, but also as a structure that determines the risk map of the commercial relationship in terms of payment, delivery, defect, delay, guarantee, limit of liability, termination, penalty clause, confidentiality, authority, applicable law and dispute resolution provisions.

Disputes between partners, commercial disputes between companies, management control claims, requests for information and review, dividend disputes, access to company books, termination for just cause, leaving or expulsion from partnership, managerial liability and unfair competition claims are not only legal but also commercial. It is also evaluated in terms of its results. In such files litigation and dispute resolution The strategy is established by taking into account the company's continuity of activity, reputation risk, evidence position and negotiation area.

In commercial disputes, litigation, mediation and arbitration options are evaluated according to the nature of the concrete incident. Commercial arbitration opportunities, including ISTAC, ICC and ad hoc arbitration processes, are considered by taking into account contractual provisions, evidence status, applicable law, jurisdiction and enforceability of the decision. The dispute strategy must consider the commercial outcome as well as the legal outcome.

Capital transactions, IPO preparation and regulatory compliance

Changes in the capital structure directly affect the company's shareholding structure, financing capacity, management balance and legal liability areas. Capital increase, capital reduction, priority rights, issuance of securities, preparations for going public, bond issuance or structural financing transactions should be considered not only as technical company transactions, but as legal steps compatible with the company's long-term strategy.

In capital increase transactions, cash capital, capital in kind, increase from internal resources, protection of shareholders, general assembly decisions, board of directors transactions, amendments to the articles of association and trade registry processes are managed legally. The impact of capital transactions on the company's current partnership balance and financing targets should be clearly demonstrated before the transaction.

In processes related to public offering, share issuance, corporate governance preparation and capital market instruments capital markets law and company law are evaluated together. In such transactions, the company's corporate records, articles of association, shareholding structure, management bodies, internal control processes, related party transactions and disclosure obligations are examined with particular sensitivity. For official sources regarding capital markets legislation Capital Markets Board Legislation System can be tracked.

Depending on the company's field of activity, competition law, labor law, personal data protection, intellectual property, tax, administrative law and sectoral regulations may also become part of the company law evaluation. For this reason, company transactions should not be handled from a narrow registration or contract perspective, but with a multidisciplinary legal approach that sees all risk areas of the company.

Sectoral experience, transaction types and working approach

Our client portfolio in the field of commercial and corporate law includes domestic and foreign capital companies, holding structures, foreign investors investing in Turkey or planning to establish a company in Turkey, early stage startups, technology companies in the growth stage, private equity and venture capital. It includes investors, family businesses, joint ventures and commercial enterprises in the process of restructuring.

The legal needs of every company; It varies depending on the field of activity, partnership structure, financing model, sector dynamics, growth target, management habits and risk profile. For this reason, corporate law consultancy is not based on a standard checklist. The commercial reality, contract network, decision-making processes, shareholding balance and long-term goals of the client company are evaluated together.

The way legal risk appears varies in different sectors such as industry, technology, foreign trade, e-commerce, energy, construction, real estate, financial services, professional services and family businesses. While investability, intellectual property rights and employee options come to the fore for a technology company, supply chain, production contracts, collateral structure and managerial responsibility may be more decisive in an industrial company. In a family business, share structure, generational transition, control mechanisms and partnership balance are at the center of long-term corporate continuity.

Çetin Law Office does not view legal evaluation as merely a transaction-based compliance check. In each file, the commercial priorities, risk appetite, sectoral position, negotiation power and long-term interests of the client company are taken into account. Communicating legal consequences in a comprehensible manner allows clients to fully evaluate not only the risks, but also the transaction options, negotiation areas and possible commercial impacts.

Effective consultancy in the field of commercial and corporate law is not limited to knowledge of technical legislation. It is necessary to understand how the company works, in which sector it competes, what sensitivities the partnership structure carries, and how the legal decision will affect the commercial outcome. Çetin Law Office carries out its work in this field on a strategic and result-oriented basis, balanced between legal security and commercial viability.

Legal framework and official sources

Our legal services in the field of commercial and corporate law are carried out within the framework of the Turkish Commercial Code No. 6102, the Trade Registry Regulation, capital markets legislation, competition law regulations, foreign investment legislation and relevant sectoral regulations. Depending on the field of activity of the companies, aspects of labor law, personal data protection, intellectual property, tax, administrative law and contract law are also evaluated.

Official legislation and practice sources are reliable reference points in companies' legal processes. In terms of Turkish Commercial Code and company law regulations Ministry of Commerce companies and trade registry legislation, MERSİS in terms of trade registry transactions and CMB resources in terms of capital market related transactions can be followed. However, how the legislation will be implemented in each concrete transaction should be evaluated together with the company's structure, sector dynamics, commercial objectives and risk profile.