Incorporation and conversion
Incorporation of joint stock and limited companies, drafting articles of association to reflect the company's actual structure, and conversion procedures.
Ankara --:-- · —
bilgi@utuhukuk.com
0536 593 16 00
Practice Area · 02
Corporate Law
From incorporation to liquidation; corporate law support in share transfers, general assemblies, directors' liability and shareholder disputes.
Last updated: · UTU Hukuk & Danışmanlık
Corporate law is won when the contract is drawn up, not after the problem arises. A single sentence in the articles of association can determine the course of a dispute between shareholders years later. That is why we treat corporate legal support in Ankara not as a litigation service but as an ongoing advisory relationship.
UTU Hukuk & Danışmanlık serves companies and shareholders in the incorporation of joint stock and limited companies, capital increases, share transfers, general assembly preparations, legal review of board resolutions and the resolution of shareholder disputes.
Generational transition in family companies, agreements between shareholders (shareholders' agreements) and the design of exit mechanisms are the areas that make the greatest practical difference.
Scope
Which Corporate Law matters do we handle?
UTU Hukuk provides litigation and advisory services in Ankara in Corporate Law on the following matters: Incorporation and conversion, Share transfers and capital transactions, General assembly and board of directors, Shareholders' agreement, Withdrawal and expulsion from partnership, Mergers, demergers and acquisitions and Liquidation. The headings below are the types of work we handle most often in this area. A preliminary meeting can also be arranged on a matter not listed here.
Share transfers and capital transactions
Share transfer agreements, capital increases and reductions, pre-emption rights and privileged share arrangements.
General assembly and board of directors
Meeting notices, agenda preparation, minutes, actions for annulment of resolutions and directors' liability.
Shareholders' agreement
Voting agreements between shareholders, exit and priority rights, non-compete and confidentiality provisions.
Withdrawal and expulsion from partnership
Dissolution for just cause, actions for expulsion from the partnership, and determination of the exit payment.
Mergers, demergers and acquisitions
Company mergers and demergers, legal due diligence, and structuring of transfer agreements.
Liquidation
Dissolution of the company, duties of the liquidator, protection of creditors and closing procedures.
Authorities
Which authorities hear Corporate Law cases?
Depending on their nature, Corporate Law cases are handled before Commercial Court of First Instance, Trade Registry Directorate, General Assembly and Regional Court of Appeal. The authority before which the matter is heard determines the applicable procedure and time limits from the outset. An application to the wrong authority usually results in lost time.
- Commercial Court of First Instance
- Trade Registry Directorate
- General Assembly
- Regional Court of Appeal
Process
How do we work?
Every file goes through the same four steps. A stage that is rushed increases the cost of the one that follows.
Preliminary meeting
We listen to the subject of the file, its stage and the time limits. A conflict-of-interest check is carried out. The meeting is held by appointment and on a confidential basis.
Document review
Existing documents, service dates and the case file, if any, are examined. We establish which time limits are running and which rights can still be exercised.
Roadmap
Options are set out in writing together with their likely outcomes and costs. The engagement and the fee are agreed in a written contract before work begins.
Execution and reporting
Information is provided at every stage as the matter proceeds. Hearings, service and time limits are notified in advance; no surprises are left.
Q & A
Corporate Law — frequently asked questions
It is not compulsory; however, conversion is often a deliberate choice for reasons such as ease of share transfer, tax consequences and the prospect of a public offering. The decision should be made according to the company's shareholding structure and growth objectives.
Exercising the right to information and inspection is the first step. If that produces no result, a request for a special auditor, annulment of general assembly resolutions or dissolution for just cause may come into play.
In limited companies the share transfer agreement must be in writing with signatures certified by a notary; general assembly approval and registration in the share ledger are also required. In joint stock companies, transfer of registered shares requires endorsement and transfer of possession.
As a rule, the company is liable for company debts. However, personal liability of board members may arise in respect of public receivables and breaches of the duty of care.
Yes. For companies with a monthly advisory arrangement we review contracts, prepare board resolutions and carry out regular legal status assessments.
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Related practice areas
Files rarely stay within a single area. The areas below are those that most often run alongside this one.
03Commercial LawFrom the formation of commercial contracts to the resolution of disputes; unfair competition, current account and commercial debt f…View 10Enforcement and Insolvency LawFrom pursuing a debt to recovering it; conduct of actions to set aside objections, negative declaratory relief, title claims and insolvency…View 05Tax and Administrative LawObjections to tax penalty notices, settlement negotiations, annulment and full remedy actions, and administrative sanct…View
Our Publications
Our articles on Corporate Law
Rights and Obligations of Cooperative Members
Cooperatives are established for the purpose of providing benefits to their members. In order to achieve this purpose, the law grants members certain rights…
28 min readWithdrawal from and Expulsion from Membership in Limited Liability Companies
It is regulated in Articles 638 to 640 of the Turkish Commercial Code No. 6102. I- IN LIMITED COMPANIES, THE PARTNER’S…
11 min readDevelopments under Personal Data Protection Law no. 6698
Scope of the Personal Data Protection Law The Personal Data Protection…, prepared as part of harmonisation with the European Union…
10 min readGrounds for the Dissolution of an Ordinary Partnership
The circumstances in which a partnership ends are laid down in Article 639 of the TCO. The provisions here are a general provision for partnerships of persons…
7 min readLiability of Partners in Ordinary Partnerships
A. In General Ordinary partnerships, owing both to the ease of their formation and to the freedom they afford the parties, commercial…
4 min readWhat is a Joint Stock Company and How is One Formed?
A joint stock company is a common type of capital company, particularly favoured by large-scale businesses. Such companies…
3 min readLet us assess your file together.
At the preliminary meeting we discuss the stage of the file, the time limits running and the available options. Meetings are by appointment and confidentiality is essential.