The legal transactions that companies may encounter from their incorporation to the cessation of their activities may vary depending on the company's type, field of activity, partnership structure, and commercial relationships. Drafting company agreements, regulating relations among partners, reviewing commercial contracts, and proactively identifying the company's legal risks are vital for sustainable commercial operations.

A corporate counsel, is an attorney who provides legal consultancy and advocacy services regarding the prevention of legal issues that companies may encounter in their daily operations, the drafting and review of contracts, the regulation of partnership relations, the resolution of commercial disputes, and the management of the company's legal risks.

Based in Istanbul Beylikdüzü, As Batın Yılmaz Law Firm; Beylikdüzü, Esenyurt, Büyükçekmece, Avcılar, and Küçükçekmece We provide corporate consultancy and legal advisory services to companies and commercial enterprises operating in Istanbul, primarily.

Processes regarding company formation, articles of association, partnership structures, shareholders' agreements, share transfers, general assembly and board of directors procedures, commercial contracts, corporate receivables, commercial disputes, liability of company executives, corporate mergers and divisions, and the management of legal risks of companies are evaluated based on the specific circumstances of each case.

What is a Corporate Counsel?

A corporate consultancy lawyer is an attorney who provides legal support for the resolution of legal issues that may arise during the operations of companies, as well as for the identification and prevention of legal risks that have not yet materialized.

Corporate consultancy does not merely mean filing lawsuits or resolving existing disputes.

The review of contracts signed during the company's daily operations, the assessment of legal risks before entering into a new commercial relationship, the structuring of the partnership, and ensuring that corporate decisions are made in compliance with the law may also fall within the scope of duties of a corporate attorney.

What Does a Corporate Counsel Do?

The legal services that can be provided within the scope of corporate consultancy vary according to the company's field of activity and needs.

The main services are as follows:

Legal consultancy on company formation,
Drafting and reviewing articles of association,
Drafting shareholders' agreements,
Drafting share and stock transfer agreements,
Legal evaluation of the partnership structure,
Preparation of general assembly resolutions,
Preparation of board of directors resolutions,
Evaluation of the legal liabilities of managers and shareholders,
Drafting of commercial contracts,
Legal review of existing contracts,
Drafting of supplier and customer contracts,
Drafting of dealership and distribution agreements,
Drafting of non-disclosure agreements,
Evaluation of non-compete clauses,
Collection of corporate receivables,
Pursuing commercial litigation and enforcement proceedings,
Resolution of disputes among shareholders,
Legal counsel regarding mergers and acquisitions,
Legal counsel regarding corporate spin-off and division transactions,
Legal counsel regarding company liquidation processes,
Legal evaluation of KVKK compliance processes,
Legal support on trademark and intellectual property matters.

Why Do Companies Need Legal Counsel?

Companies often consult an attorney only after a legal issue arises. However, the primary purpose of legal counsel is not merely to resolve existing disputes, but rather to identify legal risks before any dispute arises, to the greatest extent possible.

For instance, when a company;

executes a high-value contract,
takes on a new partner,
an existing partner transfers their shares,
establishes a new company,
makes a significant investment,
acquiring another company,
entering into long-term contracts with suppliers or distributors

conducting legal due diligence beforehand can help prevent potential disputes in the future.

Therefore, corporate law is not only litigation practice, but also a legal risk management service.

What is Corporate Law?

Corporate law encompasses legal regulations pertaining to commercial corporations, primarily including the establishment, operations, management, partnership structures, capital, shares, mergers and divisions, liquidation of companies, and the legal relationships between companies and their partners and executives.

One of the primary sources of corporate law in Turkey is Turkish Commercial Code No. 6102.

The legal rules to be applied may vary depending on the type of company. Therefore, the legal structure of a joint-stock company and a limited liability company are not the same.

Attorney Support in Company Incorporation

Company formation is not merely limited to registration with the trade registry.

Prior to the incorporation of the company;

company type,
partnership structure,
capital amount,
rights and obligations of the partners,
management structure,
representation authority,
transfer of shares,
profit distribution,
withdrawal or exclusion from the partnership,
field of activity of the company

it is important to evaluate such matters from a legal perspective.

Particularly in companies to be established by multiple partners, supplementary agreements regulating the relations among the partners can help prevent future disputes.

Limited Liability Company Formation

Limited liability companies are among the corporate forms preferred primarily by small and medium-sized enterprises.

In the formation of a limited liability company, the partners' capital shares, representation and management structure, the authorities of the managers, and the relationships among the partners are of significance.

In limited liability companies with multiple partners, it may be beneficial to evaluate not only the company's articles of association but also agreements that set forth the rights and obligations of the partners in detail.

Joint-Stock Company Formation

In joint-stock companies, matters such as the capital structure, transfer of shares, board of directors, general assembly, and representation authorities are critical to the legal operation of the company.

It is essential that company formation is structured correctly from the outset, particularly for companies that will receive investments, admit new partners, or carry out share transfers in the future.

Drafting Company Articles of Association

The articles of association are among the fundamental documents determining the legal structure of a company.

In addition to matters legally required to be included in the articles of association, other provisions significant to the company's structure must also be legally evaluated.

Particularly in companies with multiple partners, clearly defining the partners' rights and the management structure can help minimize potential future disputes.

Shareholders' Agreement

A shareholders' agreement is one of the essential legal instruments that provides for the detailed regulation of relationships among company shareholders.

Depending on the needs of the specific case, the agreement may regulate:

shareholder rights,
management,
voting,
profit distribution,
share transfers,
pre-emptive rights,
withdrawal from the partnership,
non-compete clauses,
confidentiality,
admission of new shareholders,
dispute resolution

such matters may be regulated.

Disputes Between Company Partners

Disputes may occasionally arise among company shareholders regarding management, profit distribution, share transfer, utilization of company resources, or the manner in which the company is managed.

Depending on the nature of the dispute;

negotiation,
notice,
mediation,
general assembly transactions,
legal remedies regarding the termination of the partnership,
litigation

alternative resolution methods such as these may be considered.

Structuring of the Shareholder Structure

The company's shareholder structure is crucial for its future management.

In scenarios such as admitting new shareholders, the departure of existing shareholders, or onboarding investors;

share percentages,
management powers,
voting rights,
profit distribution,
share transfers,
exit from the company

it is important to regulate such matters in advance.

Share Transfer and Share Purchase Agreement

The transfer of company shares may be subject to different legal procedures depending on the company type and the nature of the shares.

In share transfers;

transfer consideration,
payment method,
scope of the transfer,
representations of the parties,
company debts,
past-period liabilities,
non-compete clauses,
confidentiality,
post-transfer responsibilities

it is important that such matters are explicitly regulated in the agreement.

General Assembly Procedures in Companies

General assembly resolutions in joint-stock and limited liability companies are vital elements of the company's legal operations.

It is necessary to prepare the general assembly agenda, adopt resolutions in compliance with the legislation, and properly record such resolutions in due form.

In the event that general assembly resolutions are unlawful, legal consequences such as the annulment or nullity of the resolution may arise depending on the specific circumstances of the case.

Board of Directors Operations

In joint-stock companies, the board of directors holds significant powers regarding the management and representation of the company.

The drafting of board resolutions, the regulation of representation authority, the liability of managers, and the legal evaluation of major corporate transactions can be handled within the scope of corporate consultancy.

Liability of Company Managers

Company managers and legal representatives are obligated to perform their duties in compliance with the legislation and the best interests of the company.

Unlawful acts or negligent conduct of managers may give rise to liability vis-à-vis the company, shareholders, or third parties under certain conditions.

The scope of managerial liability must be evaluated based on the company type, the transaction performed, and the specific circumstances of the case.

Commercial Contracts

A significant portion of companies' daily operations is conducted through contracts.

For example;

sales agreements,
service agreements,
supply agreements,
distribution agreements,
distributorship agreements,
franchise agreements,
consultancy agreements,
confidentiality agreements,
software and technology agreements

can directly affect a company's legal risks.

Contract Review in Companies

Legal review of a contract prior to its execution can help identify provisions that are unfavorable to the company.

During the contract review;

payment terms,
delivery,
penal clause,
liability,
warranty,
termination,
compensation,
force majeure,
confidentiality,
non-compete clauses,
competent court,
governing law

such provisions are evaluated.

Supplier and Customer Agreements

Agreements concluded by companies with suppliers and customers form the fundamental legal framework of the commercial relationship.

The clear regulation of payment, delivery, defects, warranty, delay, termination of the contract, and liability provisions can help prevent commercial relationships from turning into disputes in the future.

Dealership and Distributorship Agreements

In dealership and distributorship relationships, the duties and authorities of the parties must be clearly defined.

In particular;

territory,
exclusivity,
sales targets,
pricing policy,
inventory,
advertising,
brand usage,
contract term,
termination,
post-termination obligations

it is crucial that matters such as these are detailed comprehensively in the agreement.

Non-Disclosure Agreement

During their commercial activities, companies may share confidential information such as customer data, pricing, technical information, trade secrets, and business models.

Non-disclosure agreements may govern matters such as what information is deemed confidential, how such information may be used, under what circumstances it may be disclosed, and the duration of the confidentiality obligation.

Non-Compete and Confidentiality

Non-compete provisions may become applicable, particularly with respect to company partners, employees, executives, dealers, and commercial business partners.

The validity and scope of the non-compete clause must be evaluated based on the legal relationship between the parties and the applicable legislation.

Collection of Corporate Receivables

During their commercial activities, companies may accrue receivables from their customers or business partners.

In the event that the receivable is not paid on time;

notice,
mediation,
execution proceedings,
litigation

and similar legal remedies may come into question.

Whether the basis of the receivable is a contract, invoice, current account, check, promissory note, or another document may affect the legal procedure to be applied.

Commercial Disputes

Disputes may arise between companies stemming from contracts, sales of goods and services, partnerships, or other commercial relationships.

Depending on the type of dispute, mediation, execution proceedings, or commercial litigation processes may come into play.

Execution and Litigation Proceedings for Companies

Companies may encounter enforcement proceedings in the capacity of both creditor and debtor.

In cases where the company is a creditor, the legal nature of the claim can be examined to determine the appropriate enforcement proceeding path.

If enforcement proceedings have been initiated against the company, the content of the payment order, the type of proceeding, and the objection period must be evaluated.

Labor and Employment Law in Companies

It is important for companies to act in compliance with labor law rules regarding their relations with employees.

Employment contracts, workplace regulations, termination processes, employee obligations, and employer responsibilities can directly affect the legal risks of the company.

In this context, additional legal consultancy can be provided to companies in the field of labor law.

KVKK Processes of Companies

Companies may process personal data belonging to employees, customers, and other individuals during their operations.

Regarding the processing, storage, transfer, and protection of personal data, Law No. 6698 on the Protection of Personal Data and related regulations must be taken into account.

Depending on the company's field of activity;

clarification texts,
explicit consent texts,
data processing procedures,
data security,
KVKK compliance processes regarding employees,
processing of customer data

may need to be evaluated.

Trademarks and Intellectual Property in Companies

Company trademarks, logos, software, designs, content, and other intellectual property assets may require legal protection.

The legal remedies available in the event of trademark registration, licensing, transfer, or unauthorized use by third parties must also be evaluated.

Mergers and Acquisitions

Mergers and acquisitions are transactions that directly affect the legal and economic structure of a company.

During these processes;

the legal structure of the companies,
partnership structure,
liabilities,
ongoing litigation,
contracts,
employees,
intellectual property rights,
real estate properties,
tax and other obligations

and many other elements may need to be legally reviewed.

Corporate Demerger

Companies may demerge entirely or partially under certain conditions.

In demerger transactions, how corporate assets, liabilities, contracts, and other legal relationships will be transferred is of utmost importance.

Corporate Liquidation

In the event of the termination of company activities, the liquidation process may come into question.

During the liquidation process, the company's:

collection of receivables,
payment of debts,
evaluation of ongoing contracts,
liquidation of assets,
termination of relations with partners

such transactions are carried out.

Corporate Counsel Fees

There is no single fixed amount for corporate legal consultancy attorney fees.

Pricing is determined by:

the size of the company,
its field of activity,
monthly legal transaction volume,
scope of consultancy,
number of contracts,
presence of litigation and enforcement files,
whether retainer-based or project-based consultancy is received

may vary depending on.

Monthly retainer-based legal consultancy for companies and the review of a single contract are not evaluated within the same scope.

In the determination of attorney's fees, the applicable Union of Turkish Bar Associations Minimum Wage Tariff and relevant legislation are also taken into consideration.

Is It Mandatory to Retain a Corporate Attorney?

Every company is not under a continuous obligation to retain a corporate lawyer.

However, in the event that the conditions stipulated in the legislation are met for certain capital companies, obligation to retain counsel may come up.

Therefore, the company's type, capital, and operational status must be evaluated to separately verify whether there is an obligation to retain counsel.

Aside from this, companies may optionally receive ongoing legal consultancy services to manage their legal risks.

What to Consider When Choosing a Corporate Counsel?

Since corporate consultancy is directly linked to the company's daily commercial activities, it is important for the attorney to understand the company's business model and commercial relationships.

When choosing a lawyer;

experience in corporate law,
command of commercial contracts,
experience in partnership disputes,
command of commercial litigation and enforcement proceedings,
knowledge regarding the liability of company executives,
command of company incorporation and share transfer transactions,
ability to conduct legal risk analysis appropriate to the company's field of activity

such elements may be taken into consideration.

Frequently Asked Questions

What does a corporate consultancy attorney do?

A corporate counsel or company attorney provides legal consultancy and advocacy services on a wide range of legal matters, from company formation to daily operations, contracts, partnership relations, and commercial disputes.

What does a corporate lawyer do?

A corporate lawyer reviews contracts, assesses legal risks, provides legal advice on corporate decisions, regulates partnership relations, and manages the company's litigation and enforcement proceedings when necessary.

Is a lawyer necessary when establishing a company?

It is not mandatory to have a lawyer present during every company formation. However, obtaining legal support can be beneficial to properly structure the company's incorporation and regulate the relationships among partners.

Is it mandatory to retain a corporate lawyer?

It is not mandatory for every company. However, the legislation may require capital companies that meet certain criteria to retain a contractual attorney.

How much does a corporate counsel charge per month?

There is no fixed fee. Pricing may vary depending on the company's size, field of activity, volume of legal transactions, and the scope of the consultancy.

I cannot get along with my business partner, what can I do?

Applicable remedies should be determined by examining the partnership agreement, the company's articles of association, and its legal structure. Depending on the nature of the dispute, negotiation, mediation, or litigation processes may be initiated.

Why is a shareholders' agreement drafted?

A shareholders' agreement can help mitigate future disputes by proactively regulating matters such as the relations between shareholders, governance structure, share transfers, profit distribution, and exit mechanisms.

Should corporate agreements be reviewed by a lawyer?

Having a lawyer review commercial agreements prior to signature, particularly those involving high values or long terms, can help identify potential legal risks against the company in advance.

What can be done if a company's receivables cannot be collected?

Depending on the legal nature of the receivable, legal remedies such as formal notices, mediation, execution proceedings, or litigation may be pursued.

What should be done if execution proceedings are initiated against a company?

The content of the payment order, the type of proceedings, and the objection deadline must be reviewed first. To avoid missing deadlines, it is essential to conduct a prompt legal evaluation starting from the date the notice was served on the company.

Under what circumstances can company managers be held liable?

The liability of managers may vary depending on the type of company, the nature of the transaction, the degree of fault, and applicable legislation. Each specific case must be evaluated individually.

Is a lawyer required during a company merger?

Since merger transactions involve numerous legal and commercial elements, it is important to obtain legal counsel prior to and throughout the process.

How is a company liquidation conducted?

The liquidation procedure set forth in the relevant legislation is applied according to the company type and the reason for liquidation. The determination of the company's receivables and debts, liquidation procedures, and registry processes are carried out.

Ongoing Legal Counsel for Companies

A significant portion of the legal problems that companies may encounter can be identified not after a dispute arises, but before the commercial transaction is executed.

Therefore, within the scope of ongoing corporate consultancy, the legal transactions required by the company during its daily operations can be regularly monitored.

Batın Yılmaz Law Firm, based in Beylikdüzü, Istanbul as; Beylikdüzü, Esenyurt, Büyükçekmece, Avcılar, and Küçükçekmece we provide legal consultancy and advocacy services to companies in Istanbul, foremost among them.

Within the scope of corporate consultancy;

company incorporation,
articles of association and shareholders' agreements,
share and stock transfers,
general assembly and board of directors proceedings,
commercial contracts,
company receivables,
commercial disputes,
shareholder disputes,
liability of company executives,
mergers and acquisitions,
company liquidation,
KVKK and intellectual property matters

support is provided in areas concerning the company's legal operations, such as these.

By evaluating the company's legal needs and field of activity, an appropriate working model can be determined within the scope of one-time legal counseling or ongoing corporate retainership services.

You may contact us to assess your company's legal risks and obtain information regarding corporate legal counsel services.

Legal Disclaimer: The information on this page has been prepared for general informational purposes. The legal procedure to be applied in corporate law may vary depending on the company type, partnership structure, nature of the transaction or dispute, and current legislation. General information available on the internet does not constitute a formal legal opinion or legal representation.