I. What is Corporate Law?
A corporation is a legal entity that exists to conduct business. Corporate law is a branch of law within the scope of commercial law that examines the legal relations regarding the establishment, merger, division, transfer and liquidation of corporations. Corporate law is civil law. Corporate law maning is the law that examines the legal rules related to corporations. It is also called business law.
II. Areas of Corporate Law
The areas of corporate law are wide. Some of the areas are;
Incorporation of companies,
Articles of association,
Directors’ and shareholders’ rights,
Ordinary and extraordinary general assembly meetings,
Company internal directives,
Capital increase and capital reduction,
Mergers and acquisitions.
III. Types of Companies in Turkey
Companies are part of business law and commercial law too. The types of companies are joint stock company, limited liability company, limited liability company, collective company and cooperative in Turkey. These companies are regulated in the Turkish Commercial Code. In addition, ordinary partnerships are regulated in the Turkish Code of Obligations. The most common of these are joint stock companies and limited liability companies.
Joint Stock Company
A joint stock company is a company whose capital is determined and divided into shares, and which is liable for its debts only with its assets. Joint stock companies can be established for all kinds of economic purposes and subjects that are not prohibited by law. The joint stock company has a written and registered articles of association in the trade registry where its head office is located.
Shareholders are liable to the company only with the capital shares they have committed. Joint stock companies are the only type of companies whose shares can be offered to the public and whose shares can be traded on the stock exchange. The minimum capital amount is 50,000 Turkish Liras. The joint stock company has two organs. These are the general assembly and the board of directors. The full equivalent of corporation in America and Canada is joint stock company in our country. It is very similar to the public limited company in the UK.
Limited Liability Company
A limited liability company is a company whose capital is fixed and divided into shares, and which is liable for its debts only with its assets. Limited companies cannot be offered to the public. A single partner limited company can be established. The number of partners cannot exceed fifty.
The basic capital of the limited company is at least 10,000 Turkish Liras. The partners are not responsible for the debts of the company, they are only obliged to pay the basic capital shares they have committed and to fulfill the additional payment and ancillary performance obligations stipulated in the company contract. The partners are responsible for the public debts that cannot be collected from the company in proportion to their capital shares. The two organs of the limited company are the general assembly and the board of directors.
It is very similar to the Limited Liability Company in the United States and the Private Limited Company in the United Kingdom.
IV. Company Establishment in Turkey
Company establishment in Turkey takes place by submitting the necessary documents to the relevant trade registry directorate. Foreign real and legal persons are subject to the same rules as domestic investors in establishing a company in Turkey. Upon the application of the founders to the registry office with the relevant documents, the trade registry office completes the registration process. It is possible to carry out incorporation procedures through a corporate law attorney authorized by a power of attorney.
V. The Importance of the Company's Articles of Association
In corporations with legal personality, it is obligatory that the articles of association have been drawn up at the time of establishment. The preparation of the articles of association in accordance with the provisions of the mandatory law is the most important of the establishment stages. The company’s articles of association shows why corporate law is so important.
The Articles of Association is the contract that constitutes the basic order of the partnership, regulates the internal and external relations of the partnership, and the rights, powers and obligations of the shareholders towards the partnership and each other. It contains the rules that must be followed from the establishment of the partnership to its dissolution.
The organs of the corporation as a legal person, limits of capacity, capital, shares and share certificates, relations with the shareholders and third parties, the obligations of the shareholders to the partners and each other, and the dissolution and liquidation of the partnership are regulated by the articles of association within the framework of the provisions of the mandatory law.
The fact that the articles of association is not well regulated can cause many problems during the operation of the company. For this reason, it is necessary to prepare by working with Acorporate law attorney.
VI. Corporate Law and Governance
Corporate governance is the transparent and honest management of institutions. Corporate governance is the management of companies with a system that allows the rights of shareholders to be recognized by the company and the effective use of these rights by the shareholders. In companies, the responsible body in this regard is the board of directors. Corporate governance in a broad sense; The board of directors is a system that regulates the relations between the shareholders and the senior management of the company.
Institutionalization ensured that an organizational structure is formed in accordance with the company’s objectives, the job and job descriptions of each part are determined in writing, the internal regulations of the company are created for these purposes, and a professional management is achieved by distributing authorities and responsibilities. Corporate governance focuses on four basic principles. These are fairness, transparency, accountability and responsibility. Working with a corporate law attorney is essential for you to have corporate governance.
VII. Corporate Law Legal Service of BAL Law Firm
BAL Law Firm provides services in the preparation of the company’s articles of association and the establishment of the company. We provide services in the field of corporate and commercial law. Our corporate law attorneys, who are experts in their fields, provide consultancy services and corporate advisory law on all kinds of issues related to your company. We will guide you in your best interest according to new laws and corporate law news. Our corporate law office provide consultancy services to companies about the transfer of shares, amendment of the articles of association, general assembly resolutions, audit and all kinds of corporate law issues.
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BAL Law Firm; It is a law firm that provides legal services in a wide range of subjects to its clients. Effective service is provided to individuals, institutions and companies in all geographical regions of Turkey, especially in Istanbul.