CORPORATE & BUSINESS LAW

Corporate law regulates legal entities formed under the Commercial Code 6102. Entered into force in July 2012, the objectives of the Commercial Code 6102 were to enhance shareholder engagement and long term investment; make it easier to set up and run a company, and reduce the burden of regulation – especially for small business.

Also governed by the Code of Debt Enforcement and Bankruptcy, Code of Obligations 6098, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business.

In Turkey, according to the statistical release by the Ministry of Customs and Trade, in the 12 months to 31 December 2013, there were 49.943 incorporations of Companies. The composition of the Register, in terms of corporate body types has remained relatively stable over the last years. The top 2 corporate body types of Limited Liability Company and Joint Stock Company have remained unchanged, consistently accounting for over 99% of the Register. In each intervening year in past decade, Limited Liability Companies have dominated the Register, accounting for over 79%.

According to data from the Ministry of Customs and Trade, the number of the foreign-owned companies in Turkey increased eight-fold in the past decade reaching 36,950 in 2013 from just 4,303 in 2003. German-owned companies represent by far the largest share accounted for 15% (5,651) of all foreign-owned companies; followed by the UK-owned companies accounted for 7% (2,635) in the second place and by the Dutch-owned accounted for %6 (2,286) in the third.

21,973 of these foreign-owned companies operate in Istanbul, with 8,383 in the wholesale and retail market, 3,495 in real estate, and 3,163 in manufacturing business.

A Turkish state agency that promotes foreign investments predicts that the country will keep attracting foreign direct investments (FDI) in 2014, specifically in the fields of energy, banking-insurance, finance and the automotive industry. Turkey received international direct investment of US$12.6 billion in 2013, a decrease of 4.1 percent, compared with the previous year.

Esmeray Law Office provides a wide range of legal services for its business clients including assisting with the formation of joint stock companies and limited liability companies, as well as the managing of business mergers and asset acquisitions. Whether the business need involves drafting contracts or the review and preparation of sophisticated operating agreements, we have the knowledge and skills necessary to provide the business owner with sound, reliable legal counsel.

Our experiences in handling business transactions also enables us to counsel individuals wishing to enter the corporate world about the particular business entity that is most suited to their specific needs. We are committed to addressing the everyday needs and concerns of our corporate and business clients in the most trustworthy, cost-effective manner.

Our services include:

Conducting company formation;

Selecting the most advantageous form of business entity;

Preparation of incorporation, organizational and formation documents including shareholder, partnership and operating agreements;

Structuring, negotiating and documenting complex commercial transactions, joint ventures and strategic partnerships;

Advising on corporate governance matters, including board governing documents, board composition, responsibilities of the board, fiduciary duties, management changes;

Drafting of purchasing, leasing, manufacturing, product distribution including those with exclusive territories, areas of primary responsibility and other restrictions and sales representative agreements; counseling with respect to issues involving internet sales and e-commerce; creating and managing non-compete agreements;

Preparing, reviewing and negotiating of purchase, sale and leasing of capital equipment;

Drafting and reviewing employment policies and procedures; drafting employment contracts and independent contractor contracts; advice regarding implementation of polices and compliance with laws regarding the workplace; defending employers against administrative and judicial actions alleging violations of employment laws;

Mergers, acquisitions, reorganizations and sales of businesses;

Providing opinion letters with respect to particular practices or policies;

Corporate and commercial litigation;

Debtor-creditor rights/obligations of business entities;

Dispute between shareholders;

Protection of intellectual property including patent, trademark, software and technology licensing and software development;

Taxation and strategic planning;

Governmental relations and regulatory compliance;

Insolvency, bankruptcy reorganization and liquidation proceedings.