Corporate entities and acquisition methods1. What are the main corporate entities commonly involved in private acquisitions?In private acquisitions the main companies used are joint stock companies and limited liability companies.
2. Are there any restrictions under corporate law on the transfer of shares in a private company? Are there any restrictions on acquisitions by foreign buyers?Restrictions on share transferUnder the Turkish Commercial Code numbered 6102 there are no...»
Raising capital through crowdfunding for business ventures has been an applied method for financing start-ups and business projects in Turkey since the recent change on the Capital Markets Code numbered 6362 in 2017 which recognized crowdfunding. Having regulated the basic norms and rules surrounding crowdfunding, the detailed and more rigorous norms were released by Capital Markets Board in the form of a Communique on 3 October 2019, titled Communique on Share-based Crowdfun...»
Turkish Commercial Code No. 6102 (TCC), which entered into force on July 1, 2012, brought many novelties to form a modern vision of commercial law, whereas the former rules were inadequate to meet the needs of the practice. The focus was mainly on transparency, auditability, and equivalence among shareholders, and the relevant legislation has adopted new principles with respect to corporate governance and shareholders’ rights.
As part of these novelties, the TCC provides cate...»
Overview of main IPRs
1. What are the main IPRs in your jurisdiction? How are they protected?
Patents and utility models
Patents. Patents are granted for inventions which are all of the following:
Represent an inventive step (that is, surpass the current standard for state-of-the-art in a particular industry).
Capable of industrial application.
The following categories are exempted from patent protection:
Discoveries, scientific theories, and mathematical methods.
The liability arising out of the failure to pay the company debts directly belongs to the company itself since it has a separate legal entity. Therefore, the application is made to the legal entity first for the unpaid tax debts of the limited liability company, and if it is determined that the debt cannot be collected from the company, the application is directed to the legal representatives or to the shareholders. This is being the rule; the company itself is responsible fo...»
The Turkish Constitutional Court rules in its decision dated May 30, 2019 and having the application number of 2015/11192 and also published in the Official Gazette numbered 30836 and dated July 19, 2019 (the “Decision”) that holding the board of director’s members, not having any representation authority, jointly and severally liable with the joint stock company for the Social Security Institution (“SSI”) debts does not violate proprietary right of the concerned member of th...»
1. Primary sources of law, regulation and practice
What are the primary sources of law, regulation and practice relating to corporate governance? Is it mandatory for listed companies to comply with listing rules or do they apply on a ‘comply or explain’ basis?
The Turkish Commercial Code (TCC) dated 13 January 2011 (Law No. 6102) (TCC) entered into force on 1 July 2012. The TCC has important objectives such as ensuring transparency, adopting corporate governance standards and...»
Nowadays, Turkish real persons and/or legal entities may have a tendency to choose foreign law as applicable law to their contracts. There could be several reasons for such tendency. In particular, contracting legal entities’ being members of global group companies and certain contracts’ being drafted earlier as template in line with the policy of such group lead to choice of foreign law. Likewise, there could be cases where the chosen foreign law is deemed by the contracting...»
1.What is the typical organizational structure of a company and does the structure typically differ if the company is public or private?
There are two main different legal forms of a company, the organizational structure of which has been explained in Question 2, mostly preferred in Turkey and enacted in Turkish Commercial Code numbered 6102 (“TCC”):
Joint Stock Company (JSC) – (Anonim Şirket)
Limited Liability Company (LLC) – (Limited Şirket)
A JSC can be established by at...»
Corporate governance trends
1. What are the main recent corporate governance trends and reform proposals in your jurisdiction?
There are not any recent fundamental legislative changes constituting any corporate governance trends or reform proposals in Turkey.
However, a new system (called Central Registration System (MERSIS)) has been introduced and it has brought certain changes to the registration application procedures of corporate governance matters. The system aims to:
Among other things, privacy issues in mergers and acquisitions now attract the attention of transaction parties.
Privacy risks/issues in mergers and acquisitions used to be overlooked or underestimated. However, these days, conducting adequate due diligence on privacy issues and mitigating risks associated with a target’s privacy-related liabilities, as well as requesting privacy-related representations and warranties, are common in merger and acquisition transactions.
I. Procedure of a real estate transaction
1. Could you give a short outline with regard to the formal procedure of a real estate transaction in your country starting from the signing of the purchase agreement (including the closing) until formal ownership vests in the purchaser?
In Turkey, the main laws that govern real estate are the Turkish Civil Code (“Civil Code”), Turkish Code of Obligations (“TCO”) and Land Registry Law (the “Land Law”).
The main stages and the required...»