Are “Main Contract”, “Articles of Association” and “Company Agreement” the Same Thing?
In practice “main contract” (ana sözleşme) is used as a general expression. In technical terminology, however, TCC Art. 339 speaks of the “articles of association” (esas sözleşme) for a joint-stock company, while TCC Art. 575-577 speak of the “company agreement” (şirket sözleşmesi) for a limited liability company. This distinction is not merely a matter of language; the content of the instrument and the limits of freedom of contract differ for each type of company.
Because of the principle of mandatory provisions in TCC Art. 340, the articles of association of a joint-stock company may deviate from the statute only to the extent the statute expressly allows. TCC Art. 579 sets a similar limit for the limited liability company; at the same time, TCC Art. 577 expressly lists a number of special provisions that become binding when they are included in the company agreement.
What Must the Articles of Association of a Joint-Stock Company Contain?
TCC Art. 339 specifies in detail the basic entries that must appear in the articles of association of a joint-stock company.
Trade name and registered seat
The company’s trade name and the place of its registered seat must be stated in the articles. The trade name must comply with the TCC provisions on trade names and with trade registry practice. Because registration of a trade name does not give the same protection as registration of a trademark, a trademark search must be carried out separately.
Business purpose
The company’s business purpose must be defined by stating its essential points. Writing the business purpose too narrowly can increase the need to amend the articles later; excessively broad and vague wording, on the other hand, may cause problems in terms of licences, sector legislation and registry practice.
Capital, nominal value of shares and payment terms
The amount of the basic capital, the nominal value of each share, and the manner and terms of payment must be regulated clearly. As of 2026, the minimum basic capital of a joint-stock company is TRY 250,000. For non-listed joint-stock companies that have adopted the registered capital system, the initial capital is at least TRY 500,000.
Registered or bearer shares, privileges and transfer restrictions
The type of share certificates, the privileges granted to particular shares and valid transfer restrictions can be regulated in the articles. This area is critical for the entry of investors and for protecting the control of existing shareholders.
Contributions in kind, businesses to be taken over and special benefits
Rights and assets to be contributed as capital other than cash, their values, the shares to be issued in return, and any special benefits granted to the founders or to certain persons must be stated clearly within the statutory framework.
Board of directors and representation
The number of members of the board of directors and the persons authorised to sign on behalf of the company are important within the system of the articles. The first members of the board of directors are appointed by the articles. If the later delegation of management and representation powers is planned, the articles and the internal directive mechanism should be designed together.
Calling the general assembly, voting rights, announcements and the accounting period
The procedure for calling the general assembly, voting rights, the form of company announcements and the accounting period are likewise part of the basic corporate arrangements contained in the articles.
What Are the Mandatory Entries in a Limited Liability Company Agreement?
TCC Art. 576 sets out the mandatory entries of the company agreement of a limited liability company as a shorter but critical list.
Trade name and registered seat
The trade name of the company and the place of its registered seat must be shown clearly.
Business purpose
The company’s business purpose must be written in a defined form that states its essential points. The consistency between the field of activity and the NACE code, licences and special permit requirements should be checked separately before incorporation.
Basic capital and share structure
The nominal amount of the basic capital, the number of basic capital shares, their nominal values and, where applicable, privileges and share groups must be regulated. As of 2026, the minimum capital of a limited liability company is TRY 50,000.
Managers
The names, surnames, titles and nationalities of the managers appear in the company agreement. In addition, the form of representation and the registration and internal-control dimension of the signature arrangement must be prepared separately.
Form of announcements
The form of announcements to be made by the company is also among the mandatory entries.
Critical Provisions That Take Effect Only If Written into the Limited Liability Company Agreement
TCC Art. 577 expressly provides that certain provisions are binding only if they are stipulated in the company agreement. This list shows why relying on a ready-made template is risky.
Special provisions restricting share transfer
Arrangements that depart from the statutory transfer regime can be used to restrict share transfers, or to make them subject to certain conditions, so as to protect the circle of shareholders.
Obligation to make an offer, pre-emption, repurchase and purchase rights
Mechanisms such as requiring a shareholder to offer the share first to another shareholder or to the company before transferring it to a third party, or granting a right of repurchase or purchase on certain events, can reduce exit disputes only if they are structured correctly in law.
Additional payment and ancillary performance obligations
If the shareholders are to assume additional financing or ancillary performance obligations beyond their capital debt, these must be regulated in the company agreement within the statutory limits. It should not be assumed that heavy obligations not contained in the agreement can later be created by a general assembly resolution.
Veto and casting-vote arrangements
Granting certain or determinable shareholders a veto right, or a casting vote in the event of a tie, can be used to manage the risk of deadlock, particularly in two-shareholder structures. However, these provisions must be designed in a balance that does not leave the company unable to take decisions.
Non-competition, call rights and voting arrangements
A non-competition obligation that departs from the statutory regime, special rights to call the general assembly, and special provisions on how voting rights are calculated may be stipulated in the agreement.
Withdrawal, expulsion and exit compensation
Granting a shareholder a contractual right of withdrawal, determining the grounds for expulsion in advance, and establishing a system for calculating the exit compensation (ayrılma akçesi) make it possible to anticipate, at incorporation, the most critical stage of a shareholder dispute.
How Should Share Transfer Provisions Be Structured?
Share transfer provisions should not be reduced to the binary of “transferable / non-transferable”. The following questions should be answered together:
- To whom must the shareholder who wishes to sell his or her share first make an offer?
- Will the other shareholders have a right of pre-emption or purchase?
- How will the price be determined?
- Which method will be used if there is a disagreement on valuation?
- Will a link between the new shareholder and a competing business, or certain qualification requirements, be taken into account?
- What will happen to a transfer of shares resulting from inheritance or the matrimonial property regime between spouses?
In a limited liability company, under TCC Art. 595, an important framework is that the transfer be made in writing, the signatures be notarised and, as a rule, the approval of the general assembly be obtained. The company agreement may tailor this regime to the extent the statute allows.
How Should Management, Representation and Signature Authority Be Handled in the Agreement?
The right of management and the power of representation should be separated
Who manages the company on a day-to-day basis and who binds the company towards third parties are not the same question. Internal spending limits, the quotation-approval system, bank authorisations and the contract signature matrix are corporate internal-control mechanisms. The effect of the power of representation with regard to the trade registry and third parties, by contrast, is governed by the TCC provisions on representation.
A dual-signature rule does not solve every problem
A dual-signature rule can reduce certain risks, but it can slow operations unnecessarily. When an internal approval system is set up according to transaction type and monetary thresholds, it must be aligned with forms of representation that can be registered.
How Should Voting Quorums and the 50-50 Shareholding Risk Be Regulated?
In companies with equal shareholders, the assumption that the parties will decide everything together can leave the company unable to function once a dispute arises. For this reason, at incorporation it should be determined which decisions will require a simple majority, and which will require a qualified majority or unanimity.
A list of critical decisions can be drawn up
- Capital increases and reductions.
- Significant borrowing and security transactions.
- Transfer of the company’s core assets.
- Admission of new shareholders and share transfers.
- Changing the structure of managers / board of directors.
- Related-party transactions.
- Profit distribution policy.
- Merger, demerger, change of type and liquidation.
In the event of deadlock, mediation, an independent third-party opinion, a buy-out / exit mechanism or a share transfer scenario can be planned in advance. However, no arrangement may be made that contradicts the mandatory provisions of company law.
Why Should Profit Distribution and Financing Provisions Be Considered at Incorporation?
One shareholder may want profits to be retained in the company for growth, while another may want regular distributions. This difference can create a serious dispute even when the company is doing well. The profit distribution policy needs to be planned together with statutory reserves, distributable profit and the company’s financing needs.
In a limited liability company, certain provisions departing from the statute on the use of balance-sheet profit under TCC Art. 577 may be included in the agreement within the limits the statute allows. Furthermore, if an additional payment obligation is envisaged, its amount, conditions and limits must be clear.
Where Should Intellectual Property, Confidentiality and Non-Competition Provisions Be Regulated?
Where the company is built on a trademark, software, design, customer data or know-how, whether these rights actually belong to the company must be determined at the incorporation stage. Not every matter has to be written into the articles or the company agreement. Assignments of intellectual property rights by founders or employees, confidentiality, and detailed non-competition provisions are often better regulated in separate contracts.
What Is the Difference Between the Company Agreement and a Shareholders’ Agreement?
The company agreement is the company-law framework
The articles of association or company agreement is the instrument that is registered and that determines the company’s corporate structure. For some provisions permitted by the statute to have company-law effect, they must appear in this instrument.
A shareholders’ agreement can elaborate the contractual relationship between the parties
A shareholders’ agreement can provide detailed regulation in areas such as investment rounds, information sharing, tag-along, drag-along / join-in rights, financing commitments, confidentiality and dispute resolution. However, not every provision written into a shareholders’ agreement automatically binds the company’s organs and third parties. For this reason, the two documents must be prepared so that they do not contradict each other.
Pre-Incorporation Agreement Checklist
| Check | Key question |
|---|---|
| Title | Is there a conflict in terms of the registry and trademarks? |
| Business purpose | Does it meet the real business model and the permit requirements? |
| Capital | Beyond the statutory minimum, is the actual working capital sufficient? |
| Share groups | Are privileges, voting and the investment plan correct? |
| Management | Who will decide and who will implement? |
| Representation | Who will bind the company towards third parties? |
| Share transfer | Is there a pre-emption, approval, valuation and exit regime? |
| Voting quorum | Have critical decisions and the deadlock scenario been regulated? |
| Profit distribution | Are growth and distribution expectations compatible? |
| Intellectual property rights | Have the trademark, software and other rights actually been transferred to the company? |
Conclusion
A company’s articles of association or a limited liability company’s company agreement is not a template to be filled in to complete the incorporation; it is the legal infrastructure that determines how the company will be managed in the future. The presence of the mandatory entries is necessary for registration; but the real quality that prevents disputes emerges when the share transfer, decision-making, exit, financing and management mechanisms that the law permits are built around the company’s actual needs. The functions of the company agreement and the shareholders’ agreement should be separated, and the two texts should be prepared in harmony with each other.
Frequently Asked Questions
Can a company’s articles of association be prepared from a ready-made template?
The minimum provisions required for registration can be met with a template; however, company-specific risks such as shareholder balance, share transfer, veto, exit and financing may not be adequately regulated in a template. A template should not replace legal design.
Can share transfer be prohibited entirely in a limited liability company agreement?
TCC Art. 595 allows the company agreement to prohibit share transfer. However, the right to withdraw from the company for just cause is reserved, and the enforceability of the provision in the specific case must be assessed separately.
Can a pre-emption right be written into a limited liability company agreement?
Yes. TCC Art. 577 lists among the provisions that are binding if stipulated in the agreement the granting to the shareholders or to the company of the obligation to be offered shares, and of pre-emption, repurchase and purchase rights in respect of basic capital shares.
Can a veto right be included in a 50-50 shareholding?
In limited liability companies, TCC Art. 577 makes it possible to grant certain or determinable shareholders a veto or a casting vote in the event of a tie. However, the provision must be designed so that it does not lead to permanent deadlock in the company and does not contradict mandatory provisions.
Can any provision be written into the articles of association of a joint-stock company?
No. Under TCC Art. 340, the articles of association of a joint-stock company may deviate from the statutory provisions on joint-stock companies only if the statute expressly allows it.
Are the company agreement and a shareholders’ agreement the same document?
No. The company agreement is the registered corporate instrument; a shareholders’ agreement can regulate the shareholders’ obligations among themselves in more detail. Not every provision of a shareholders’ agreement automatically has an effect in company law.
Is it more advantageous to write the business purpose very broadly?
Not always. A very broad and vague business purpose may cause problems in terms of licences, permits and sector regulation; a very narrow purpose increases the need for later amendment. The real business model should be the basis.
Can the articles of association be changed later?
Yes; however, depending on the type of company and the provision to be changed, steps such as a general assembly resolution, special quorums, registration and announcement are required. It is therefore more efficient to build the critical provisions correctly at incorporation.
Sources
- Turkish Commercial Code No. 6102, in particular Art. 339-340, 575-579 and 595.
- Ministry of Trade of the Republic of Türkiye, full text of the Turkish Commercial Code. Source
- Ministry of Trade of the Republic of Türkiye, “Company Information” (Şirket Bilgileri). Source
- Istanbul Chamber of Commerce, “Limited Companies” (Limited Şirketler). Source
- M. Fatih Cengil, “Limited Şirket Sözleşmesinde Zorunlu Kayıtların Düzenlenmesi”, Necmettin Erbakan Üniversitesi Hukuk Fakültesi Dergisi, 2022. Source