INKO LEGALINKO LEGAL Attorneys at Law
COMMERCIAL AND COMPANY LAW

Corporate Legal Advisory

The legal needs of a mid-sized company consist less of court files than of questions awaiting an answer during the day: the contract that has come in for signature, the employee to be dismissed, the general assembly that must be convened. Ongoing advisory is a monthly working arrangement that ensures these questions pass through a legal filter before they turn into company decisions.

Corporate legal advisory is the handling of a company's day-to-day legal work by a single office within a monthly framework: review of contracts before signature, general assembly and board of directors procedures, amendments to the articles of association, trade registry filings, and employment law support in hiring and termination processes. In joint stock and limited liability companies, the ordinary general assembly convenes within three months of the end of the financial period (Articles 409 and 617 of the Turkish Commercial Code No. 6102, TTK); an action for annulment of an unlawful general assembly resolution is filed within three months of the date of the resolution (Article 445 TTK).

What we do in this area

Most mid-sized companies have no full-time legal department; yet the need for legal advice arises every day. Under ongoing advisory, the company asks its question without letting it pile up; contracts are read before signature, board and assembly resolutions are adopted in due form, registry filings are completed on time. This page describes the advisory side of our commercial and company law work.

The scope is set together with the company; typical headings are:

  • Management of the contract flow: review before signature, standard contract sets, assessment of drafts received from the other party
  • General assembly and board of directors procedures: notice, agenda, meeting and resolution texts
  • Amendments to the articles of association and capital transactions
  • Trade registry registration and announcement filings
  • Employment law support in hiring and termination processes
  • Drafting formal notices and responding to notices received

General assembly and board of directors procedures

Corporate body procedures are the most form-bound area of company law. Proper service of the notice, correct drafting of the agenda, satisfying the quorums and registration of the resolution form a chain; a defect in one of the links can go as far as annulment of the resolution adopted. An action for annulment of general assembly resolutions that violate the law, the articles of association or the principle of good faith is filed within three months of the date of the resolution (Article 445 of the Turkish Commercial Code No. 6102, TTK). Under the advisory arrangement, the meeting calendar is set at the start of the year; the notice, agenda and resolution texts are prepared before the meeting, and the registration stage is followed up.

Amendments to the articles of association involve more layers: preparation of the amendment text, Ministry of Trade approval for certain companies, the general assembly resolution, registration and announcement. Transactions such as capital increases and share transfers are handled with the same discipline.

Periodic procedures and time limits

Procedure Timing
Ordinary general assembly (joint stock company) Within three months of the end of the financial period (Article 409 TTK)
Ordinary general assembly (limited liability company) Within three months of the end of the accounting period (Article 617 TTK)
Annulment of a general assembly resolution Within three months of the date of the resolution (Article 445 TTK)
Registration with the trade registry As a rule within fifteen days (Article 30 TTK)

When some of these time limits are missed, the position can be remedied; with others, the loss of the right is final. This is also the invisible side of advisory work: the time limits are tracked by the office, not the company.

Management of the contract flow

Contracts make up the daily load of advisory work. Supply, dealership, service, lease and confidentiality agreements are reviewed before signature; standard texts are prepared for the contracts the company uses frequently and updated as legislation changes. We have described the contract types and the headings examined in a review in detail on the commercial contracts page. Regulatory compliance is a separate heading: corporate compliance.

Support in hiring and termination processes

A significant share of employment disputes end against the company because of procedural defects, even where the termination rests on a genuine reason. Under the advisory arrangement, employment contracts and their annexes are structured; before termination, the stages of taking the employee's defence, notice and the release document are planned in due form. For the employee's perspective and litigation processes, see the labour law page.

Working arrangement

The first month is usually spent surveying the current position: contracts in force, the registry file, the signature circular and the resolution books are reviewed; deficiencies are reported as a list. The routine is then established: questions are answered by e-mail or telephone without delay, and a status review is held at set intervals. Scope and fee are set according to the volume of work in a written advisory agreement; the first meeting is devoted to clarifying the scope. You can use the appointment page to arrange a meeting.

The page where we describe the process in detail: Our working process.

FREQUENTLY ASKED

What people ask about this area

What work does ongoing advisory cover?
The scope is set together with the company; the typical framework is review of contracts before signature, general assembly and board of directors procedures, amendments to the articles of association, trade registry filings, formal notice correspondence, and employment law support in hiring and termination processes. Conducting litigation is, as a rule, separate work and is expressly regulated in the advisory agreement.
How is the monthly advisory fee determined?
The fee is determined according to contract volume, number of employees, meeting frequency and the anticipated workload, and is set down in a written advisory agreement. The Minimum Attorney Fee Tariff forms the lower limit. The scope is clarified at the first meeting; a written proposal is then submitted.
We have not held a general assembly for years; will that be a problem?
The ordinary general assembly must convene for every financial period; the general assemblies of periods for which none was held can be convened later, and approval of the financial statements can be discussed retrospectively. Failure to hold a general assembly blocks profit distribution, amendments to the articles of association and certain registry filings; it also creates risk in terms of the liability of the management body. Accumulated periods can be brought together in a single calendar.
What is required to amend the articles of association?
Preparation of the amendment text, Ministry of Trade approval for certain companies, a general assembly resolution adopted with the quorum required by law and the articles of association, followed by registration and announcement. In a capital increase, documents relating to payment are also required. The length of the process usually depends on the paperwork being prepared completely the first time.

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IMPORTANT NOTICE

This page is general information only and does not constitute legal advice. Every file is assessed on its own documents, dates and parties; the general explanations here cannot be applied directly to your own situation. Prepared in line with the Union of Turkish Bar Associations’ advertising restrictions. This English text is a courtesy translation prepared by the firm; in case of any discrepancy the Turkish text prevails.

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