What is preventive and risk-preventive legal counsel?
Legal work that begins before a dispute
Preventive legal counsel is a working approach based on assessing legal consequences in advance at the stages of establishing, performing, amending and terminating a commercial relationship. It is not a separate court route or a special type of license. It is the planned application, to the company’s daily operations, of the activities of giving legal opinions, regulating relationships and protecting rights under the Attorneyship Law (Avukatlık Kanunu). Litigation and enforcement proceedings may complement this work; however, they do not on their own make up the whole of a preventive system. [1]
Starting enforcement proceedings because a receivable has not been paid is a post-dispute service. Regulating, at the start of the same relationship, the payment terms, the proof of delivery, the security and the options in case of delay is preventive work. These two activities are not alternatives to each other. The preparation made at the beginning clarifies, in a dispute that may arise later, which right will be asserted, against whom and with which document. [2][8]
Which businesses can benefit?
Newly established ventures, family companies, joint-stock and limited companies, cooperatives and businesses operating across borders may need this model with differing intensity. The need is not measured only by capital or the number of employees. A single licensing agreement of a software company with few employees may carry a large economic risk. In a business making many routine sales, on the other hand, the repetition of the same contract error may become important. These are examples of assessment; they are not a fixed ranking of risks for companies.
The scope of the work should be determined taking into account the sector, transaction volume, customer structure, personnel model, existing disputes, data use and any foreign element. Preventive legal assistance for individuals is also possible; this article focuses on the operation of companies.
What does preventive counsel not guarantee?
Working with a lawyer does not guarantee that no lawsuit will ever be filed, that all receivables will be collected or that administrative sanctions will not be encountered. The other party’s ability to pay, market conditions, the conduct of those who apply the rules and the evidence in the specific case may affect the outcome. The lawyer’s duty is to provide legal assistance with professional care; the duty of company management is to take and implement lawful decisions. [1][2]
For this reason, the benefit should be assessed not through an abstract promise of “full protection,” but through uncertainties resolved before signing, filing deadlines protected, employee files completed and corrections implemented. Protection of reputation and more efficient use of management’s time are possible benefits; they cannot be presented as automatic, measured results.
How is ongoing corporate advisory work distinguished from litigation counsel?
In ongoing advisory work, legal needs and decision processes that recur over a given period are handled. In litigation counsel, by contrast, the procedure, evidence, claims and remedies of a particular dispute come to the fore. An engagement agreement may cover both services; however, this must be expressly agreed. A general power of attorney (vekâletname) does not by itself show the scope of the fee or that all matters have actually been undertaken. [1]
| Area of work | Work that can be done before a dispute | Work that may be needed when a problem arises |
|---|---|---|
| Commercial contract | Regulating subject matter, price, delivery, security and termination conditions | Notice, taking of evidence, litigation or arbitration |
| Employment relationship | Establishing the right contract, records, pay and leave practice | Mediation, defense and review of claims |
| Collection | Documenting maturity and delivery, obtaining appropriate security | Enforcement proceedings and a lawsuit suited to the dispute |
| Company management | Reviewing authority, resolutions, registration and record system | Disputes on the validity of resolutions and on liability |
The table is a practical framework for determining the scope of services. It is not necessary to use all methods in every transaction. For example, a settlement that is not appropriate legally or commercially should not be accepted merely to avoid a lawsuit being filed. The preventive approach does not mean delaying necessary lawsuits and protective measures.
Are companies obliged to retain a lawyer?
Which companies are covered in 2026?
Article 35/3 of the Attorneyship Law No. 1136 takes as its criterion, for joint-stock companies, share capital of five times the minimum share capital provided for by the Turkish Commercial Code (TTK) or more; for housing cooperatives, one hundred or more members. Because the minimum share capital for joint-stock companies has been TL 250,000 since 1 January 2024, as of 28 October 2026 the general threshold is TL 1,250,000. [1][4][5]
| Entity | Position under Attorneyship Law Art. 35/3 |
|---|---|
| Joint-stock company with share capital of TL 1,250,000 or more | Within the scope of the obligation to retain a contracted lawyer. |
| Housing cooperative with 100 or more members | Within the scope because of the separate membership criterion in the law. |
| Limited company | The same capital threshold cannot be applied to a limited company on the basis of this provision. |
| Joint-stock company below the threshold | Not obliged under this provision by reason of capital; the need for legal assistance is assessed separately. |
Share capital is not the same concept as the company’s annual turnover or equity. In companies under the registered capital system, too, a conclusion should not be drawn by looking only at the capital ceiling. The company type, the relevant capital records and the dates on which changes produce legal effect should be examined together. That limited companies are outside the scope does not mean that work reserved to lawyers may be done by persons who are not lawyers. [1][2]
Contract, actual work and documentation
The obligation cannot be reduced to appointing a lawyer in a single case. The scope, start and continuation of the continuing legal relationship should be determined; the written contract and the payment or employment records suited to the relationship should be preserved. Working with a salaried lawyer and obtaining services from a freelance contracted lawyer are different structures. Whether the chosen model complies with the obligation should be assessed together with the documentation procedure of the relevant bar association. It is inadvisable to draw a conclusion for the whole period from a single freelance receipt or a general power of attorney. [1][5]
For breach of the obligation, an administrative fine based on two months’ gross minimum wage in the relevant period is provided for each month in which a lawyer is not appointed. Because the 2026 gross minimum wage is TL 33,030, the monthly calculation is TL 66,060. This figure is the calculation of the statutory formula with the 2026 amount; the period and conditions of the specific sanction are examined separately. [1][5][6]
Why did the Constitutional Court emphasize the preventive function?
In its decision dated 30.06.2011, E.2010/10, K.2011/110, the Constitutional Court (Anayasa Mahkemesi) held that the provision is not contrary to the Constitution with respect to joint-stock companies. The reasoning explained the purpose that legal assistance should not be left to the litigation stage alone and that transactions should be carried out on a sound legal footing from the start. The decision supports the logic of preventive counsel; it does not make the same service package or a litigation outcome mandatory for every company. [3]
The company-formation and capital provisions of the period on which the decision was based should not be carried over to today unchanged. For the current obligation, the capital regime in force described above is the basis.
How should the company lawyer, management and the certified public accountant work together?
A legal opinion and a commercial decision are not the same
For members of the board of directors and persons charged with management, TTK Art. 369 regulates the duty of care and loyalty, and Art. 375 the non-transferable duties of the board of directors. Obtaining an outside legal opinion does not entirely delegate the statutory duties of the corporate bodies to the lawyer. The lawyer explains the legal options and risks; the competent body takes the decision, and the relevant units implement it. [2]
The recommended practice is to record together, in the file of an important transaction, the commercial objective, the information provided, the legal opinion, the option chosen and the person responsible for implementation. Management knowingly accepting a risk does not make a transaction contrary to a mandatory rule lawful. It should also be stated clearly where an opinion is based on incomplete information or given conditionally.
The limits of financial, technical and legal review
The certified public accountant (mali müşavir) performs the duty in the area of accounting and tax records; the occupational safety specialist in the area of technical safety; the information technology team in the area of systems and access. The lawyer assesses the legal consequences of these processes. Different professional assessments may be needed in the same document. A legal review of a contract does not mean that the technical accuracy of an engineering calculation or a financial statement has been approved.
For example, reviewing the exclusions from cover and the notification obligations in an insurance policy is part of the legal work; the adequacy of the facility’s technical safety measures is assessed separately. Under Law No. 6331 Art. 4, obtaining expert services from outside the workplace does not remove the employer’s responsibilities. [10]
The interest of the company and that of a shareholder or manager may diverge
A lawyer appointed for the company is not the personal lawyer of every shareholder and manager. A conflict of interest may arise in a share transfer, a claim against the company, a liability claim or a dispute among shareholders. The identity of the client, the scope of representation and the authority to share information should be determined at the outset; if there is a conflict of interest, the need for independent representation should be assessed. The same review is made for each company in a group of companies. [1]
Contract review: from signature to delivery and termination
Offers, orders and annexes should also be reviewed
Legal risk is not found only in the document titled “contract.” The offer, the order confirmation, the technical specification, the invoice, the delivery record, e-mails and online terms of use can together shape the same relationship. The linked terms and amendments added later by the other party, and the order of precedence among documents, need to be checked. The provisions of the Turkish Code of Obligations (TBK) on formation of contracts, form and general transaction conditions should be assessed together. [8]
If a ready-made contract is used, the other party’s activity, whether it is a consumer or a merchant, the scope of the work and mandatory legislation should be taken into account. Writing the same limit of liability, penalty clause or jurisdiction clause into every relationship does not provide protection. Strong bargaining power does not make an invalid provision valid.
Which questions should the pre-signature legal check answer?
The correct title and power of representation of the parties; the scope of the work and delivery; the price, tax and exchange-rate arrangements; the relationship between payment and security; acceptance and notice of defects; confidentiality and intellectual property rights; termination, return and dispute resolution should be examined together. The review should not end by merely marking the problematic sentence; it should also explain the alternative provision, its feasibility and the consequence if no amendment is accepted. [2][8]
What matters is the legal structure of the security, not its name
Suretyship, guarantee, bank letter of guarantee, pledge and mortgage are not the same instrument. “Security was obtained” should not be said without examining authority, form, amount, term, the conditions for converting it into money and applicable exceptions. In particular, for personal guarantees given by natural persons, the provisions on form and spousal consent under TBK Arts. 583, 584 and 603, and their exceptions, should be assessed. [8]
In technical work the delivery criterion should be written from the start
Launching a piece of software, starting up a production line or providing an internet connection does not mean full delivery in every contract. According to the requirements of the contract, administrative rights, source files, licenses, account transfer, training, backups and conditions of independent use should be regulated. The legal review and the technical acceptance criteria should be combined in the same definition of delivery; a technical obligation that does not exist should not be assumed later. [8]
Follow-up after signature should not be forgotten
Renewal, price changes, notice of termination, expiry of security, and acceptance and warranty periods should be entered in the contract calendar. The text approved by management should be compared with the final signed version; annexes and amendments should be kept in the same file. If the contract is seen not to be applied or the actual operation departs from the text, a method of correction that does not harm the parties’ rights should be determined.
The output of a contract review should not be only a revised Word file; where necessary it should be a short risk note and a record showing the clauses to be negotiated with the other party, the responsible units and the implementation dates. This is the recommended working arrangement; a report of the same volume is not needed for every contract.
Preventive law in human resources and working life
Consistency of documents and practice starting from hiring
The type of contract suited to the nature of the work, the scope of duties, pay and fringe benefits, working time, any need for remote work, confidentiality and intellectual property rights should be assessed together. Using a fixed-term contract is not a label left to the employer’s preference alone. The personnel file, payslips, leave records and actual working practices should be kept consistent with one another. [9]
A signature obtained from an employee does not make all transactions lawful. Mandatory rules on pay, overtime, leave, discrimination and personal data are observed separately. A general document that the employee cannot access or does not understand is no substitute for building a process that can be applied and proved. [9][14]
Recording the event correctly in discipline and termination
Records should be based on the time the event occurred, on observation and on existing documents. Producing a record contrary to the truth afterwards, or drawing up a backdated document, is not preventive law. The ground for termination, the need for a defense, proof, the notification procedure, the applicable time limit and lighter alternatives should be examined on the specific event. Labor Law Arts. 19 and 26 regulate different matters; the same procedure and time limit do not apply to every termination. [9]
Termination for cause and valid reason, an operational decision and a disciplinary sanction, and termination and a mutual termination agreement (ikale) should not be confused. Instead of looking for a justification after the act, the documents should be assessed before the decision. Protecting the employer does not mean removing the employee’s rights; it means establishing lawful, consistent and auditable practice.
Occupational health, social security and non-competition
The occupational health and safety organization required for the workplace, training, risk assessment, notifications and assignments should be checked together with the relevant specialists. The mere existence of a service contract does not show that the deficiencies reported have been remedied. The company needs to determine who will apply which measure and how completion will be documented. [10]
When regulating a non-competition clause with managerial or technical staff, the protected interest, the employee’s position, and the balance of scope, place and duration are examined. Imposing an unlimited non-competition clause on every employee is not correct. The duty of confidentiality and the post-employment non-competition clause should be assessed separately. [8]
Company resolutions, authority of representation and the 2026 record system
The decision being taken by the right body
The powers of the general assembly and of the board of directors or managers are not the same. The articles of association, the shareholding structure, the form of representation, signing authorities and the body resolutions required for the transaction should be examined together. It should not be assumed that internal spending approval and power of representation valid against third parties are the same. The effect of an internal limitation on external relations is assessed under the relevant provisions of the TTK. [2]
Share transfers, capital transactions, contracts with shareholders, managers’ remuneration, profit distribution and the company providing security for a third party’s debt require different reviews. The separation of the company’s assets from the shareholder’s personal assets should be maintained. In financial difficulty, the possibility of loss of capital or over-indebtedness (borca batıklık) must be assessed without delay, on the basis of financial data and within the framework of TTK Art. 376. [2]
The Electronic Commercial Book System is not the accounting e-Ledger
According to the Ministry of Trade’s announcement, for companies whose establishment is registered from 1 January 2026, the share ledger and the general assembly meeting and deliberation book are kept in the ETDS (Electronic Commercial Book System). For companies whose establishment and amendment of articles of association are subject to Ministry permission, there is a separate transition obligation. Keeping the board of directors’ resolution book electronically is not identical to the same obligation; under the Ministry’s announcement it is left to choice. [16]
For this reason, it should not be said that all the books of all older companies will be kept electronically on the same date. The company’s scope, the relevant book, the authorized user and the completion of the records are checked separately. The ETDS and the accounting e-Ledger (e-Defter) application in tax legislation are different systems.
Management of receivables, invoices, service of process and time limits
Legal preparation for collection is done before the sale
The accrual, maturity and proof of a receivable should be kept distinct. The contract, order, delivery and acceptance records, invoices, current account reconciliation and bank movements are examined together. The mere issuance of an invoice does not in every dispute prove delivery or the entire debt on its own; the nature of the contract and the evidence is important. Commercial books and electronic records should also be kept and assessed in due form. [2][11]
In transactions where a cheque or promissory note is taken, the nature of the instrument, its mandatory elements, the signature and authority of representation, and the time limits for presentment or protest should be checked separately. [2] In a risky receivable, a payment plan, security, acknowledgement of debt, notice and enforcement options should be assessed in time. The continuation of negotiations does not automatically suspend all limitation or preclusive periods. If a settlement is to be made, the debtor, the amount, the instalments, the consequences of default, the security, costs and the fate of the existing proceedings should be clear. [8]
UETS, tax e-notification and KEP serve different functions
The company should monitor judicial and administrative service channels separately. In electronic service under the UETS (National Electronic Notification System), the rule that service is deemed made at the end of the fifth day following arrival at the electronic address is important. The tax administration’s electronic notification system must also be followed under its own regulation. A commercial notice sent via KEP (registered electronic mail) and a UETS notification are not the same act. [12][13]
Not checking the account because the notification e-mail or SMS did not arrive is not a safe method. The recommended arrangement is to designate a principal and a backup person, to keep the notification and its attachments, to record the date of proper service and to confirm acceptance of the task. The last day of the time limit should not be left solely to the automatic calculation of a calendar application.
The method of notice and warning is chosen separately
For notices of default, termination and withdrawal between merchants, the routes in TTK Art. 18/3, the special notification provisions of the contract and the nature of the transaction should be assessed together. One should not proceed on the assumption that the record of every messaging application is sufficient for every notice. As much as the text of the notice, its delivery to the competent addressee and proof of this are important. [2]
Personal data, digital contracts and the use of artificial intelligence
KVKK compliance is not just a file of texts
For employee, customer, supplier and visitor data, it must be determined which data is processed, for what purpose and on what legal ground. Retention, access, deletion, data security and data subject applications should be consistent with actual operations. Copying another company’s information notice is no substitute for this review. [14][15]
The announcement of the Personal Data Protection Board (Kişisel Verileri Koruma Kurulu) on its principle decision dated 18.02.2026, No. 2026/347 particularly emphasizes that the information notice and explicit consent must be regulated separately. It is not correct to obtain unnecessary explicit consent when there is another legal ground for processing, or to make the information notice conditional on approval. The company’s website, recruitment form and customer contract should be reviewed with the same view. [14]
Cross-border data flow in cloud services
Cloud software, a customer management system or a support service abroad may result in personal data being transferred abroad. In addition to the location of the server, access authorizations, sub-processors and the purpose of processing should be examined. If a standard contract is used as an appropriate safeguard method, the obligation to notify the Authority within five business days of its signing should be borne in mind. This does not mean that every transfer can be made only by a standard contract. [15]
Human oversight of artificial intelligence output
It is recommended that company contracts, personnel files or trade secrets not be uploaded without control to external artificial intelligence tools. No conclusion of safe and lawful use should be drawn merely because a paid account is used, without assessing the data processing condition, service contract, access, retention and transfer terms. [14][15]
Drafts that are prepared should be reviewed by a lawyer in terms of the actual parties, the scope of delivery, time limits, legislation and documents. A text appearing fluent does not mean it is correct law or an enforceable contract. A usage policy should determine the permitted data and tools, the responsible persons and the control process. This recommendation does not contain a claim that any particular product is safe.
Tax, insurance, operating permits and cross-border transactions
Tax and licence checks should be carried out together
The legal nature of the contract, the issuing of the invoice and the tax recording of the transaction should not be separated from one another. Legal advice is no substitute for the services of a certified public accountant; however, the tax effects of contracts, shareholder transactions, representation and service of process can be assessed together with the relevant specialist. The company’s tax debt and the personal liability of a shareholder or legal representative are also not the same question; the specific basis and conditions of each liability should be examined.
Workplace licences, sector permits, and tourism, health, environmental or product safety obligations should be determined activity by activity. Being registered in the trade registry does not show that all necessary operating permits have been obtained. When opening a new product, branch or sales channel, it is recommended not to rely solely on the existing permit file.
Insurance and commercial conduct risks
In an insurance policy, the insured, cover, exclusions, limits, deductibles and notification conditions should be examined together. Having a policy does not mean that every loss or managers’ liability is covered. Incident-notification and record-retention obligations should be tied to the company’s crisis plan. [2]
In dealer, distributor and supply relationships, provisions on price, territory, exclusivity and information sharing should be examined separately from the standpoint of competition law. Reviewing internal rules and employee training on meetings with competitors is a measure that complements contract review. The same contractual restriction cannot be recommended for every sector and market.
Foreign partners and international contracts
Where there is a foreign element, the applicable law, the competent court or arbitration, language, service of process, documents of representation, foreign exchange, tax and enforcement of the decision in another country should be planned together. Translating a text in a foreign language is not the same as reviewing it for compliance with Turkish law. Becoming a partner in a company should also not be equated with working or residence status in Türkiye.
If arbitration is being considered, arbitrability, validity of the agreement, seat, institution, language, costs and the possibilities for interim protection should be assessed according to the specific transaction. It should not be assumed that an ongoing advisory contract automatically covers all foreign court and arbitration proceedings.
How is a preventive legal system established in a company?
Preliminary review and prioritization
For the first review, the company and representation records, important contracts, employee files, the list of lawsuits and enforcement proceedings, notifications, permits, insurance and the data processing arrangement are identified. Not every document needs to be opened to everyone; authority and confidentiality are protected. As a result of the review, the cause of the risk, its basis, its likely effect, the action to be taken, the responsible person and the completion time are recorded.
Priority should not be given on monetary amount alone. An approaching preclusive period, employee safety, an ongoing data breach or a problem that may stop operations can be urgent even if the monetary amount is low. A risk score is an internal planning tool for the company; it should not be presented as a mathematical probability of a court outcome.
A sample implementation plan for the first 90 days
The periods below are not a statutory requirement; they are a sample work plan that can be adapted to the company’s size and existing urgent matters. If there are imminent lawsuit or notification deadlines, they are handled on the first day; one does not wait for the thirtieth day.
| Period | Focus of work | Expected concrete output |
|---|---|---|
| First 30 days | Inventory, critical time limits, authority and high-risk transactions | Priority list, service-of-process arrangement, urgent corrections |
| Days 31–60 | Contract and employee documents, data and permit practices | Revised documents, approval flow, responsible units |
| Days 61–90 | Training, sample file check and management review | Implementation report, open items, next review calendar |
Reporting and management’s decision record
The report should not be only a summary of legislation. For each important finding there should be the consequence for the company, the solution options, the necessary document, the responsible person and the monitoring date. Recommendations that are not accepted should be recorded with reasons; apparent compliance should not be created by producing a “risk acceptance” document for an unlawful transaction.
Recommended tracking indicators are important contracts reviewed before signature, missing documents of representation, open corrections, approaching renewals and completed training. A decrease in the number of lawsuits is not on its own a measure of success; the company’s transaction volume or its need to sue may also have changed. Savings rates for which there is no data should not be reported.
A legislative circular should be turned into an implementation task
The information note sent to the company should state which activity is affected, the effective date of the change, the document or process to be changed and the responsible unit. Whether old document templates remain in use should be checked. A new law, an important court decision, or a change in product or business model may be a reason for assessment without waiting for a periodic meeting.
How are the scope and fee determined in an ongoing advisory agreement?
The limits of the service should be in writing
The agreement should explain which companies and activities are covered; consultation, contract review, meetings and training; the position of litigation, enforcement and arbitration; urgent contact; the duty to inform; costs and fees; term, termination and the transfer of files. It should not be assumed that all group companies, or managers’ personal affairs, are automatically within the scope. [1]
The response time should be set consistently with the complexity of the work and the need for missing documents. A message being seen, a power of attorney existing and the specific task being undertaken are not the same stage. Especially for new matters involving a risk of loss of rights, it should be expressly confirmed that the documents have arrived and that the task has been accepted.
Fee schedule distinctions as of 28 October 2026
The 2025–2026 Attorneyship Minimum Fee Schedule published by the Union of Turkish Bar Associations (Türkiye Barolar Birliği) contains the monthly items below. These are not a price quote given by the firm, but the relevant minimum fee items of the official schedule. The nature of the work, the employment or contract model, tax treatment and scope are assessed separately. [7]
| Schedule item | Monthly amount |
|---|---|
| Joint-stock companies within Attorneyship Law Art. 35 | TL 45,000 |
| Housing cooperatives within Attorneyship Law Art. 35 | TL 27,000 |
| General item for contracted lawyers of private persons and legal entities | TL 33,000 |
The special and general items in the schedule cannot be chosen in place of one another. For cases and matters being pursued, the difference provision applicable where the fee calculated under the schedule exceeds the annual attorney’s fee should also be examined. When there is a change in the schedule, the new effective date is the basis; last year’s figure is not used as if it were permanently valid. [7]
Confidentiality and the end of the service
The lawyer’s professional obligations on confidentiality and conflict of interest are preserved. The persons who will have access to the company’s information and the sharing channels should be determined. Writing “confidential” on a file does not create a general exemption removing every audit and production obligation; the relevant legal regime is assessed separately. [1]
When the relationship ends, open files, imminent time limits, documents and authorities should be handed over in an orderly way. The company’s access to its corporate records should not be left dependent on sharing personal passwords. The appointment of a new lawyer and the status of the previous power of attorney should be completed separately, according to the nature of the pending proceedings.
How should the preventive system operate when a dispute or crisis arises?
The first step is to preserve existing documents and digital records lawfully while limiting the impact of the event. In a work accident, human health and statutory notifications; in a data incident, security and the related obligations; in a commercial dispute, time limits and evidence take priority. Deleting records, producing documents contrary to the truth or obstructing a review is not a method of legal protection. [10][11][14]
It is recommended that electronic correspondence be preserved, where possible, as the original record with its attachments rather than as a screenshot only; that who accessed which information be determined; and that, if necessary, taking of evidence or an interim protection route be assessed. Not every electronic record is automatically conclusive evidence; Code of Civil Procedure (HMK) Art. 199 and the related provisions on proof apply in the specific dispute. [11]
In commercial and employment disputes, the scope of mediation as a condition for filing suit is checked separately. TTK Art. 5/A and Law No. 7036 Art. 3 regulate different areas of dispute. Mediation, litigation, enforcement and interim protection options should not be confused; whether an urgent application can wait should be assessed separately. [2][17]
After a decision or settlement, payment, release of security, correction of records, delivery and closing transactions are also followed up. Winning a file and implementing the result are not the same stage. Identifying the source of a recurring dispute and returning to the contract or operation is a complementary step of the preventive system.
Conclusion
Preventive corporate counsel is not merely keeping a lawyer’s contact details or having all documents reviewed after signature. Legal assessment before the decision, correct authority, an enforceable contract, reliable records and completed follow-up should be established together. The statutory obligation to retain a lawyer may be part of this system; however, it does not determine the entire scope of the system.
For the company, the starting point is not to produce the most documents; it is to identify the most important transaction and the nearest risk of loss of rights. When it is shown by whom, on what date and with which document the result of the review will be implemented, legal advice becomes a real part of daily operations. No work guarantees a result; careful preparation provides a concrete basis for protecting rights and taking informed decisions.
Frequently Asked Questions
Is preventive legal counsel a separate lawyer’s license?
No. It is a working approach focused on preparation before transactions and disputes in legal services. The limits of authority for legal opinions and representation services are subject to the Attorneyship Law. [1]
Does a company lawyer work only when a lawsuit is filed?
No. Within the agreed scope, the lawyer can also assess contracts, management decisions, employment relationships, service of process and legislative compliance before a dispute. The specific scope of service should be determined in the contract. [1][3]
If a limited company’s capital is high, does it become obliged to retain a lawyer?
The joint-stock capital criterion in Attorneyship Law Art. 35/3 is not applied as it stands to a limited company. This distinction does not mean that a limited company has no need for legal assistance or other special obligations. [1]
What is the threshold for a joint-stock company in 2026?
The general calculation is TL 1,250,000, five times the minimum share capital of TL 250,000. Share capital should not be confused with turnover, equity or the registered capital ceiling. [1][4][5]
If the company has no pending lawsuit, does the obligation fall away?
If the statutory conditions are met, the mere absence of a lawsuit does not remove the obligation. The Constitutional Court decision explained that the regulation also aims at legal assistance before disputes. [3]
Does giving power of attorney for one case count as ongoing advisory services?
Not in every case. A specific litigation assignment does not by itself show the scope of ongoing service or that the obligation for the relevant period has been fulfilled. The contract and the actual work are assessed. [1][5]
Can a company work with an outside law firm?
Yes, legal assistance can be organized through an external contracted lawyer or firm. If there is an in-house lawyer, the division of duties and special review needs can be regulated separately. [1]
Can a certified public accountant take over the duty of the company lawyer?
The duties and powers of the professions are not the same. Financial and tax record work does not replace legal opinion and representation by a lawyer; the relevant specialists need to work together. [1]
Once the lawyer approves, is management relieved of liability?
No. A legal opinion does not automatically remove the competent body’s duties of decision and oversight. Liability is assessed according to statutory duties and specific conduct. [2]
Can a signed contract be reviewed afterwards?
Yes. Existing rights, risks, notification periods and possibilities of amendment can be assessed. However, a unilateral review does not change the contract automatically; the necessary agreement and form requirements must also be met. [8]
Can the same penalty clause be written into every contract?
It is not appropriate. The type of contract, the nature of the parties, the performance and the applicable mandatory provisions differ. Alongside the penalty clause, the arrangement for delivery, default and damage should also be examined. [2][8]
Is every document signed by an employee valid?
No. A signature does not automatically cure a breach of mandatory employment law provisions. The content of the document, the conditions of its preparation and actual practice are assessed together. [8][9]
Does not opening an e-notification stop the time limit?
It is not a safe approach. The date on which electronic service is deemed duly made is determined according to the relevant system and legislation; one should not rely only on reading or on a notification message. [12][13]
Does the advisory service cover all lawsuits?
It does not cover them automatically. The scope of litigation, enforcement, arbitration, mediation and special projects, and the relationship to the fee, should be clearly determined. The mandatory minimum limits of the schedule are reserved. [1][7]
What is the 2026 monthly fine calculation for not retaining a lawyer?
The statutory formula of two months’ gross minimum wage gives TL 66,060 with the 2026 amount. For a specific sanction, the existence of the obligation, the period of violation and the relevant transaction are examined separately. [1][6]
Is taking a text from the internet enough for KVKK?
No. The texts must be consistent with the actual data flow and the legal grounds. The information notice and explicit consent should be separated; technical and administrative measures must also be applied. [14][15]
Is ETDS mandatory for all books in all companies?
It cannot be generalized in this way. The date of establishment, the scope of Ministry permission and the type of book are decisive. The obligation concerning the share and general assembly books is not the same as that for the board of directors’ resolution book. [16]
Does a small company need a comprehensive legal department?
Not always. First, the important transactions, imminent time limits and recurring risks can be identified. The intensity of the work should be set according to need; serious risks should not be overlooked regardless of the size of the company.
How is it measured whether the service works?
The remedying of deficiencies, timely review of important contracts, time-limit tracking and implementation records can be monitored. Savings rates for which there is no data, or “no lawsuits at all,” should not be made the sole measure.
Which documents does the first review start with?
Company and representation records, important contracts, employee documents, existing files and notifications, licences, insurance and the data processing arrangement are the basic starting areas. Sharing should be done within the limits of need and confidentiality.
Sources
- Union of Turkish Bar Associations / statutory text. Attorneyship Law No. 1136. In particular Arts. 1–2, 34–36, 38, 164 and 168.
- Ministry of Justice, UYAP Legislation. Turkish Commercial Code No. 6102. In particular Arts. 5/A, 18, 64, 332, 369–376 and 553.
- Constitutional Court / De Jure. Constitutional Court, 30.06.2011, E.2010/10, K.2011/110. Attorneyship Law Art. 35/3; the objection of unconstitutionality with respect to joint-stock companies was rejected. The full text was reviewed; the link may require login.
- Ministry of Trade. Companies — Frequently Asked Questions. Minimum share capital of TL 250,000 for joint-stock companies from 1 January 2024.
- Izmir Bar Association. Letters Sent to Companies Obliged to Retain a Lawyer. Announcement dated 19.08.2026; capital and membership criteria.
- Ministry of Labor and Social Security. 2026 Minimum Wage Calculation. 2026 monthly gross amount: TL 33,030. The calculation of twice that amount, TL 66,060, is explained separately in the article.
- Union of Turkish Bar Associations. 2025–2026 Attorneyship Minimum Fee Schedule. Official Gazette No. 33067 dated 04.11.2025; Part One, Sections Three and Four. The PDF table was checked visually.
- Ministry of Justice, UYAP Legislation. Turkish Code of Obligations No. 6098. Contract, form, general transaction conditions, default, suretyship and non-competition.
- Ministry of Labor and Social Security. Labor Law No. 4857. In particular Arts. 11, 18–20, 26, 37, 63 and 75. The relevant PDF pages were reviewed.
- Ministry of Labor and Social Security. Occupational Health and Safety — Frequently Asked Questions. Law No. 6331 Art. 4; employer obligations.
- Ministry of Justice, UYAP Legislation. Code of Civil Procedure No. 6100. In particular Arts. 199, 222 and 400 et seq.
- Ministry of Justice, UYAP. Electronic Notification Legislation. Law No. 7201 Art. 7/a and the Electronic Notification Regulation; the rule of service at the end of the fifth day.
- Revenue Administration. Electronic Notification Regulation. The tax administration’s electronic notification system and related obligations.
- Personal Data Protection Authority. Announcement on the Principle Decision dated 18.02.2026, No. 2026/347. Separate regulation of explicit consent and information notices.
- Personal Data Protection Authority. Points to Note on Transfers Abroad and Standard Contracts. Law No. 6698 Art. 9; five-business-day notification for a standard contract.
- Ministry of Trade, Samsun Provincial Directorate of Trade. ETDS for Companies to Be Established after 1 January 2026. 18.12.2025; the distinction among the share ledger, the general assembly book and the board of directors’ resolution book.
- Ministry of Justice, UYAP Legislation. Labor Courts Law No. 7036. Art. 3; mediation as a condition for filing suit.