Company Law: Articles

Explains the equal treatment principle in joint-stock companies and the means by which a minority shareholder is protected against selective disclosure, non-distribution of profit, dilution and majority pressure.

Dissolution for just cause in a joint-stock company is an exceptional route protecting the minority against majority pressure. The court first considers a real-value payment or other solutions that keep the company alive.

A comprehensive guide to the call to meeting, quorum, written resolutions, authority, non-existence and the grounds of nullity under TCC Art. 391 in board of directors resolutions, with the action and injunction dimension.

20 important mistakes to review before a company is set up, and the legal, financial and managerial methods of preventing them.

A general assembly majority does not by itself make an unlawful resolution valid. The one-month annulment period, the dissent record at the meeting, the right of absent members to sue and ways to stop a resolution from being implemented are reviewed on the basis of the law and a current Court of Cassation decision.

Company formation, the tourism operation certificate, flag, cabotage, personnel and insurance in commercial yacht operation.

Withdrawal action in a limited liability company: just causes, evidence, jurisdiction and venue, interim measures and the joining period.

Expulsion of a shareholder from a limited company: grounds for expulsion, general assembly quorum, the time limit for challenge and the remedies against an expulsion decision.

Exit payment (ayrılma akçesi) in a limited liability company: how the real value of the share is calculated, how payment and collection work, and the distinction between interest and a shareholder loan.

Dissolution of a limited liability company for good cause: requirements when partners cannot agree, 50/50 deadlock, real share value and alternative solutions.

Good-cause dissolution action in a joint-stock company: 10% and 5% thresholds, minority rights, exit against payment of the share price and alternatives to dissolution.

From startup formation to investment and exit: founder agreements, software rights, cap table, KVKK, due diligence and share transfers.

What is legal due diligence? The review process in investments and company transfers, 10 critical risks, NDA, term sheet, SPA, KVKK and closing agreements.

Separate the company share from the company’s assets. Examine the personal share, profit distributed or left in the company, valuation and evidence together.

How is an ordinary partnership proved with bank records, messages and witnesses? Proof by written instrument, initial evidence, commercial books and preparation before litigation.

Capital loss, over-indebtedness, the interim balance sheet, capital make-up, the exchange-difference exception extended to 2028 and management's responsibility under TTK 376.

Tax debt of a dissolved or liquidated company: liability of shareholders, former managers and the liquidation officer, limits on distributions and payment orders.

Pre-emptive rights in a capital increase, dilution of the shareholding and protection of the shareholder: quorums, exercise periods, evidence and legal remedies in joint-stock and limited companies.

Capital reduction in joint-stock and limited companies: returns to shareholders, loss offsetting, creditor notices, cancellation periods and the tax ordering under CTL Article 32/B.

By what resolution may a company's significant assets be sold? The general assembly quorum in joint-stock and limited companies, representation, invalidity of the sale and the shareholders' rights of action.