Corporate and Commercial Lawyer in Bursa

The life cycle of a company, from incorporation to liquidation, involves technical legal processes such as capital structure, shareholder relations, corporate governance, commercial contracts and sector-specific compliance. A general assembly resolution that was not properly adopted, a poorly drafted provision in the articles of association or a legally defective share transfer can lead, years later, to disputes that directly affect the company’s future. At Neka Legal, we serve all our corporate clients, from local family businesses to public companies listed on Borsa Istanbul, with the same care regardless of their size.

What we do at the incorporation stage

We stand by our clients from the incorporation stage. We handle the incorporation of joint stock companies (anonim şirket), limited companies (limited şirket) and other company types. Going beyond standard templates, we design articles of association and shareholders’ agreements that reflect the real intentions of the shareholders and support their growth plans. We pay particular attention to sensitive matters such as share classes, privileges, pre-emption and exit mechanisms, tag-along and drag-along clauses, and veto and information rights, so that they are structured in our client’s favour. For foreign investors, we also coordinate the steps that are specific to non-resident shareholders, such as obtaining a Turkish tax number and the notarisation and apostille of documents issued abroad.

Joint stock company or limited company?

The choice of company type directly affects the shareholders’ liability, the ease of transferring shares, the management structure and the ability to raise investment later. Since minimum capital amounts and fees are updated periodically, current figures should be confirmed before incorporation.

A few differences are decisive. A joint stock company is managed by a board of directors and the general assembly, while a limited company is managed by one or more managers and the general assembly. Share transfers are relatively easy in a joint stock company; for registered shares, restrictions may be introduced in the articles of association. In a limited company, a share transfer requires a written transfer agreement, notarised signatures and, as a rule, the approval of the general assembly.

As regards public debts, shareholders of a joint stock company are, as a rule, not liable, although the liability of its legal representatives may arise. Shareholders of a limited company may be held liable, in proportion to their shares, for public receivables that cannot be collected from the company. A joint stock company is better suited to receiving outside investment and to an initial public offering; a limited company cannot go public and usually needs to convert its type when raising investment.

Company operations and share transfers

We also play an active role in the company’s day-to-day operation. We advise on the lawful conduct of general assembly and board meetings, notice and agenda procedures, internal directives and the allocation of signing authority, as well as on share transfers, capital increases and reductions, mergers, demergers, conversions and liquidation. We assess these transactions not only from a legal perspective but also with their tax implications in mind.

In limited companies, a share transfer must be made in writing and the signatures must be notarised; unless the articles of association provide otherwise, the transfer becomes valid with the approval of the general assembly and is entered in the share register, registered and announced (Turkish Commercial Code, Art. 595). Transfers made without complying with these formal requirements may later lead to disputes over who is a shareholder.

Public companies and capital markets

Public companies and capital markets law require specialised expertise beyond ordinary corporate advice. We provide ongoing advice to our public company clients on compliance with corporate governance principles, material event disclosures made through the Public Disclosure Platform (KAP), the structuring of independent board members and committees, electronic general assembly procedures and litigation against sanctions imposed by the Capital Markets Board (SPK).

Corporate litigation

In corporate litigation, we represent our clients in actions for the annulment and nullity of general assembly resolutions, the liability of board members, special audit and information requests, and dissolution for just cause and withdrawal or expulsion of shareholders.

An action for annulment of a general assembly resolution must be filed within three months of the resolution date (Turkish Commercial Code, Art. 445). The nullity of resolutions that violate fundamental principles can be asserted without any time limit (Art. 447). Board members are liable to the company, the shareholders and the company’s creditors for damage they cause through their fault (Art. 553).

In a joint stock company, an action for dissolution for just cause may be filed by shareholders representing at least one tenth of the capital, and the court may order another solution instead of dissolution (Art. 531). In a limited company, actions for withdrawal and expulsion turn on whether a just cause exists and on the correct calculation of the exit payment (Arts. 638–640).

Mind the three-month deadline. If an action for annulment of a general assembly resolution that breaches the law or the articles of association is not filed within three months of the resolution date, the resolution becomes final. Recording a dissenting vote in the meeting minutes is also important for the right to sue.

Our approach to disputes between shareholders

Particularly in family businesses, we take an approach that gives priority to contractual mechanisms and negotiation and treats litigation as a last resort. A shareholders’ agreement and mechanisms agreed in advance for generational change and exit scenarios are the most effective tools for resolving a dispute without going to court.

Mergers, acquisitions and commercial contracts

In company acquisitions (M&A), we advise at every stage, from the letter of intent and legal due diligence to the share purchase agreement and post-closing adjustments, and we secure our client’s position by reflecting the risks identified in price adjustment, indemnity and warranty clauses. We also assist our clients in drafting and negotiating all the commercial contracts that underpin a company’s daily business, in particular distribution, agency, supply, licence, franchise and joint venture agreements, and we support companies in financial difficulty through concordat (konkordato) and financial restructuring processes, assessing every matter within its own particular circumstances.

Which court hears corporate cases in Bursa?

Disputes arising from company law are heard by the commercial courts of first instance (asliye ticaret mahkemesi). For actions such as the annulment of general assembly resolutions or the dissolution of the company, the court of the place where the company has its registered office has jurisdiction; for companies registered in Bursa, these are the Bursa commercial courts. Incorporations, amendments and transfers are registered with the trade registry office within the Bursa Chamber of Commerce and Industry.

In commercial cases concerning the payment of a sum of money, such as receivables and damages, applying to a mediator before filing a lawsuit is mandatory.

Frequently asked questions

How is a share transfer made in a limited company?

The transfer agreement must be in writing and the signatures notarised. Unless the articles of association provide otherwise, the approval of the general assembly is required; the transfer is then entered in the share register, registered and announced.

How long do I have to challenge a general assembly resolution?

An action for annulment must be filed within three months of the resolution date. Where a resolution is null and void, there is no time limit.

Is a limited company shareholder liable for the company’s tax debts?

Shareholders may be held liable, in proportion to their shareholding, for public receivables that cannot be collected from the company.

I cannot agree with my business partner. How can I leave the company?

The exit provisions in the shareholders’ agreement and the articles of association are reviewed first. If no agreement is reached, an action for withdrawal may be available in a limited company, and a share transfer or an action for dissolution for just cause in a joint stock company.

Do I need a lawyer to set up a company?

It is not a legal requirement. However, articles of association that correctly regulate the relationship between the shareholders and future exit scenarios prevent many disputes later on.

Responsible attorney: Kaan Kaplan

This page has been prepared for general information purposes and does not constitute legal advice. Last updated: 6 November 2026.