Commercial and company law is a branch of law that covers the entire life cycle of a business from the moment it is born until its liquidation, forming the foundation of economic life. A single sentence in a company's articles of association, a share transfer between partners, or a single clause of a commercial contract that has been signed may become the source of a major dispute years later. For this reason, planning the steps taken in commercial life with legal foresight from the very beginning is of great importance. As Av. Aydın, we stand by companies and merchants in every legal process they encounter, from company formation to day-to-day commercial transactions, and from partnership disputes to debt collection. Working with an experienced Izmir commercial lawyer makes it possible to anticipate risks before they turn into disputes and to build the company's legal security on solid foundations from the start.
Services We Provide as a Commercial Lawyer
Commercial and company law is a broad field covering, above all, the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), as well as the Code of Obligations, enforcement and bankruptcy legislation, and numerous special regulations. The service we provide in this field is not limited to filing lawsuits when a dispute arises; our main goal is to anticipate risks from the moment the commercial relationship is established and to ensure that disputes never arise in the first place. An Izmir commercial lawyer must be able both to provide preventive legal counsel and to handle the file effectively when a dispute reaches the litigation stage. Our principal areas of service and dispute are as follows:
- Company formation and change of type: Formation of joint-stock companies, limited liability companies and other company types, preparation of the articles of association, determination of the most suitable company type for the field of activity, and transactions relating to the conversion of an existing company into another type.
- Shares and share transfers: Transfer of share certificates in joint-stock companies, share transfer agreements in limited liability companies, determination of transfer conditions, evaluation of pre-emption and approval rights, and conducting transactions such as recording the transfer in the share ledger within a framework of legal security.
- Partnership disputes: Disagreements arising between partners, protection of minority rights, withdrawal from and exclusion from the partnership, disputes relating to profit distribution, and the evaluation of claims for dissolution on just grounds.
- General assembly and board of directors transactions: Preparation of general assembly meetings in accordance with proper procedure, drafting of meeting minutes, actions for the annulment of general assembly resolutions, liability of board members, and disputes relating to board resolutions.
- Commercial contracts: Preparation, negotiation and review of all kinds of commercial contracts, primarily purchase and sale, distributorship, dealership, supply, franchising, agency, lease and service agreements.
- Commercial receivables and current account: Follow-up of current account relationships between merchants, collection of unpaid commercial receivables, conducting notice and warning processes, and claiming the receivable through litigation or enforcement.
- Cheque and promissory note disputes: Bounced cheques, disputes relating to negotiable instruments, follow-up of receivables arising from promissory notes and bills of exchange, enforcement proceedings specific to negotiable instruments, and actions for negative declaratory judgment.
- Unfair competition: Commercial practices contrary to the rules of good faith, imitation and misleading advertising, damage to commercial reputation, and claims relating to the prevention of unfair competition and the compensation of loss.
- Company mergers, divisions and acquisitions: Planning of company merger, division and acquisition (takeover) processes, conducting legal review (due diligence) work, and establishing the contractual infrastructure of the transaction.
- Dissolution and liquidation of companies: Proper completion of transactions such as the dissolution of the company, conducting the liquidation process, the duties of liquidators, and the protection of creditors' rights.
- Protection of trade secrets and non-competition: Protection of the company's trade secrets, customer portfolio and confidential information, and the regulation of and disputes relating to confidentiality agreements and non-competition obligations.
- Agency and distributorship relationships: Establishment of agency, sole distributorship and distributorship agreements, and the compensation (portfolio) claim and other claims that arise upon termination of the agreement.
- Corporate counsel to companies: Continuous legal counsel relating to the company's day-to-day activities, contract management, organization of the corporate structure, and providing legal support for the decisions of the governing bodies.
- Handling of commercial lawsuits: Conducting commercial receivable, compensation, breach of contract and liability actions before the commercial courts of first instance, and managing the mediation process when necessary.
In all of these service and dispute types, an Izmir commercial lawyer can play an active role not only at the litigation stage but also at the very moment the commercial relationship is established. As Av. Aydın, we believe that approaching commercial law from a preventive perspective, that is, ensuring that a dispute never arises rather than merely resolving it, is the most valuable legal contribution for companies.
Company Types and Choosing the Right Structure
One of the first and most important decisions made when starting a commercial activity is which company type to choose. The Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu) regulates different company types, and each has its own characteristics in terms of the liability of partners, the capital structure, the form of management, and the tax consequences. The right choice varies according to the size of the business, the number of partners, and the field of activity.
Joint-Stock and Limited Liability Companies
The capital companies most frequently encountered in practice are joint-stock companies and limited liability companies. In both types, the liability of the partners is, as a rule, limited to the capital share they have undertaken; this is an important advantage that protects personal assets. While a joint-stock company is a type in which shares can be freely transferred and which is better suited to going public and to large-scale structuring, a limited liability company offers a practical structure for smaller and medium-sized businesses. In a limited liability company, share transfer is subject to stricter formal requirements than in a joint-stock company. An Izmir commercial lawyer evaluates which type is more suitable according to the objectives and partnership structure of the business; because an incorrectly chosen company type may later give rise to additional costs and transactional burdens such as a change of type.
The Importance of the Articles of Association
The company's articles of association (the founding contract) is, in effect, the constitution of the relationship between the partners. Matters such as the capital structure, the transfer of shares, the powers of the organs, profit distribution and withdrawal from the partnership are regulated in this contract. In companies established with a standard, boilerplate text, the disputes that most often arise stem from gaps in the articles of association. A well-drafted set of articles of association prevents possible disagreements before they arise and clearly secures the rights of the partners. For this reason, drafting the articles of association carefully according to the concrete needs of the company at the formation stage prevents many potential disputes that could occur later.
Partnership Disputes and Methods of Resolution
Among the most wearing problems companies face are disputes between partners. Partners who initially act in harmony may over time fall into disagreement about the management of the company, profit distribution, new investments, or the future of the company. Such disputes can negatively affect not only the partners but also the operation of the company and its employees.
The Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu) provides various mechanisms to protect the balance between partners. Minority rights grant partners holding a certain proportion of shares opportunities such as requesting that the general assembly be called to a meeting and requesting the appointment of a special auditor. A partner's withdrawal from the partnership on just grounds or, where the conditions exist, exclusion from the partnership are also among the solutions provided by the law. In more serious situations, where the continuation of the company has become unbearable for the partners, an action for dissolution on just grounds may come onto the agenda; however, the court, often bearing in mind that dissolution is a last resort, may turn to more moderate solutions such as the transfer of the share at its real value. An Izmir commercial lawyer first evaluates the paths of negotiation and settlement in partnership disputes; because in many cases a solution that preserves the continuity of the company is in everyone's interest.
Risk Management in Commercial Contracts
Contracts form the backbone of commercial life. Every commercial relationship, from purchase and sale to distributorship, from supply to service relationships, rests on a contract, and the quality of that contract directly determines the parties' future rights. Most commercial disputes actually arise from points that were overlooked or left uncertain at the contract stage.
A well-drafted commercial contract regulates not only the parties' obligations but also what will happen in the event of possible disruptions. Headings such as delivery and payment terms, the sanctions to be applied in the event of delay, the remedies to be sought in the case of defective goods or services, the circumstances of termination of the contract, confidentiality and the method of dispute resolution should be clarified from the outset. In particular, the dispute resolution clause (competent court, arbitration or mediation clause) and penalty clause provisions play a decisive role when a dispute arises. An Izmir commercial lawyer evaluates the contract not only at the signing stage but from the negotiation process onward, ensuring that a balanced and enforceable text is established in favor of the client. Reviewing existing contracts regularly is also important in terms of adapting to changing conditions and legislation.
Collection of Commercial Receivables and Cheque-Promissory Note Disputes
One of the problems companies encounter most frequently is the inability to collect commercial receivables. Unpaid invoices, cheques that bounce, and notes that cannot be collected on their due date can seriously affect the cash flow and operation of businesses. For this reason, the correct and timely follow-up of receivables is of vital importance in commercial life.
The path to be followed in the process of collecting a receivable varies according to the nature of the receivable. While enforcement proceedings without judgment or a receivable action come onto the agenda for a commercial receivable based on an invoice, for receivables tied to negotiable instruments such as cheques, promissory notes and bills of exchange, the specific and faster-operating path of negotiable-instrument proceedings may be followed. If the debtor objects to the proceedings, the processes of annulment or removal of the objection come into play; if there is a claim of unjust proceedings, the debtor may file an action for negative declaratory judgment. At the preliminary stage of this process, as in most commercial disputes, mediation appears as a condition of the lawsuit. An Izmir commercial lawyer selects the correct legal instrument for collecting the receivable through the fastest and least costly path; often it is seen that a well-prepared notice provides a resolution before moving to the litigation stage.
Unfair Competition and Protection of Commercial Reputation
In a free market economy, competition is legitimate and necessary; however, it is essential that this competition be conducted in accordance with the rules of good faith. The Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu) characterizes every kind of commercial conduct contrary to the rules of good faith as unfair competition and grants the possibility of protection against it. Conduct such as disparaging a competitor's products, misleading advertising, unfairly benefiting from another's commercial reputation, entering the market with imitation products, or unlawfully appropriating a business's customer base is evaluated within this scope.
Unfair competition protects not only competitors but honest commerce itself and consumers as well; for this reason, the law grants businesses effective remedies against dishonest practices.
A business subjected to unfair competition may claim a determination that the act is unfair, the prevention and cessation of the unfair competition, the compensation of the loss incurred and, where the conditions exist, moral compensation. The most critical point in these actions is often demonstrating the act and the loss through evidence. An Izmir commercial lawyer ensures that in unfair competition claims the evidence is gathered correctly from the outset and that the claim is asserted in accordance with proper procedure. The protection of the company's trade secrets and customer portfolio is also closely related to this field; confidentiality and non-competition agreements are among the most effective ways of securing these values in advance.
General Assembly, Board of Directors and Annulment of Resolutions
In capital companies, the fundamental organ in which the will is formed is the general assembly. That the general assembly convenes in accordance with proper procedure and that the resolutions it adopts comply with the law and the articles of association are of critical importance for the legal security of both the company and the partners. Situations such as the failure to make the meeting notice in accordance with proper procedure, contravention of the principle of adherence to the agenda, or the erroneous exercise of voting rights render the validity of the adopted resolutions disputable.
Against general assembly resolutions contrary to the law, the articles of association or the rule of good faith, partners and board members who meet the conditions may file an action for the annulment of the resolution. This action must be filed within a certain period; missing the deadline may eliminate the right to sue. Where board members fail to carry out their duties in accordance with the duty of care and loyalty, a liability action may come onto the agenda. The liability of directors for the loss they cause to the company, the partners or the creditors is one of the important and technical subjects of commercial law. An Izmir commercial lawyer both ensures that general assembly and board processes are conducted lawfully from the outset and follows the file meticulously in annulment and liability actions.
Company Merger, Division and Acquisition Processes
As companies grow or restructure, merger, division and acquisition (takeover) transactions come onto the agenda. These are among the most complex commercial transactions and those requiring the greatest care from a legal standpoint; because the consequences of a mistake can be severe both financially and legally. At the foundation of these processes lies legal review (due diligence) work, in which the legal situation of the target company is examined in detail.
At the due diligence stage, the company's contracts, lawsuits, debt and receivable position, intellectual property rights, permits and licenses, and possible hidden liabilities are examined. This review reveals the true risk of the transaction and lays the groundwork for the transfer price to be determined correctly. Following the review, the share transfer agreement or asset transfer agreement is prepared in a way that balances the interests of the parties; the warranty and undertaking provisions to be included in the contract protect the buyer against problems that may emerge later. An Izmir commercial lawyer, by planning the transaction from start to finish in merger and acquisition processes, both minimizes the legal risks and ensures that the process is completed in accordance with the legislation.
Izmir Commercial Lawyer Fees
The commercial lawyer's fee is among the matters companies and merchants wonder about at the start of the process. The most important factor determining the fee is the type, scope and anticipated workload of the work. There is a significant difference, in terms of the effort and expertise required, between reviewing a single commercial contract and conducting a partnership dispute action that may last for years or managing a company merger process from start to finish. Moreover, in commercial law, in addition to one-off work, services provided to companies in the form of continuous counsel are also common. The table below has been prepared to provide a general framework regarding fees; it is not a definite figure but is intended to show the factors that affect the fee.
| Transaction / Type of Service |
Principal Factors Affecting the Fee |
| Company formation and preparation of articles of association |
Company type, number of partners, capital structure and scope of the contract |
| Commercial contract drafting / review |
Type and volume of the contract, whether it requires negotiation, and its risk |
| Shares / share transfer transactions |
Scope of the transfer, company type and complexity of the transfer agreement |
| Partnership dispute and commercial litigation representation |
Scope of the dispute, number of hearings, need for expert examination and duration |
| Debt collection (enforcement) and cheque-promissory note disputes |
Nature of the receivable, type of proceedings and whether the objection/litigation stage is reached |
| Merger, acquisition and due diligence |
Size of the target company, scope of the review and complexity of the transaction |
| Continuous legal counsel (to companies) |
Size of the company, transaction volume and scope of the counsel |
| Legal counsel / preliminary consultation |
Scope of the problem and the examination it requires |
Attorney fees may under no circumstances be set below the Minimum Attorney Fee Tariff (AAÜT) published each year by the Union of Turkish Bar Associations. This tariff secures the minimum value of the legal service and constitutes the lower limit of the fee. The fee to be set above the tariff, on the other hand, is freely agreed according to the characteristics of the work, the effort to be expended and the expertise required. In continuous counsel services provided to companies, work is generally carried out on the basis of a monthly or annual counsel fee; this model prevents the company from having to negotiate a separate fee for each legal problem. As Av. Aydın, after evaluating your matter and clarifying its scope in a preliminary consultation, we provide transparent fee information; committing to a definite figure without examining the concrete work would not be a sound approach.
It is also necessary to draw attention to a distinction that is frequently confused here. The attorney fee paid to the lawyer is the consideration for the legal service and is based on the contract between the client and the lawyer. In contrast, litigation costs are items paid to the state or to third parties during the litigation process, such as court fees, expert fees, discovery and witness expenses, postage and notification costs. These two items are independent of each other. Furthermore, depending on the outcome of the case, the counsel fee awarded against the losing party that the court may impose on the party found in the wrong may also come onto the agenda; this fee is a concept different from the fee in the contract made with the lawyer. When working with an Izmir commercial lawyer, discussing these items clearly from the outset prevents surprise costs and makes the process predictable.
Who Is the Best Commercial Lawyer in Izmir?
One of the most frequently searched questions on the internet is "who is the best commercial lawyer in Izmir." It must be stated honestly that there is no single "best" lawyer valid for every matter. The correct expression is not the "best" lawyer but the lawyer most suitable for your matter. Because every commercial relationship and dispute has its own conditions, sector and risks. A lawyer who is highly experienced in a company merger may not always show the same expertise in a partnership dispute of a completely different nature or in an unfair competition action. For this reason, instead of a search for the "best," it is far healthier to focus on finding the lawyer suitable for the requirements of your matter.
Some criteria that can be considered when choosing a good commercial lawyer are as follows:
- Experience and area of expertise: The lawyer's accumulated experience in the field of commercial and company law and in matters close to yours is important.
- Preventive approach: A good commercial lawyer tries to prevent the problem before it arises by anticipating risks not only when a dispute breaks out but also when the commercial relationship is being established.
- Command of commercial life: A lawyer who, in addition to legal knowledge, understands commercial practices and the workings of the sector produces more applicable solutions.
- Communication and transparency: Working with a lawyer who explains the process in an understandable way, presents a realistic picture and does not make exaggerated promises inspires confidence.
- Adherence to professional ethics: A lawyer who makes an honest and realistic assessment should be preferred over one who gives guarantees such as "we will definitely win the case."
It should be known that in commercial litigation no lawyer can guarantee the outcome in advance; because the decision depends on the evidence, the nature of the contract and the discretion of the court. When choosing an Izmir commercial lawyer, preferring a lawyer who assesses your matter honestly and clearly explains the possible scenarios, rather than one who promises you a definite result, will be in your interest in the long run. As Av. Aydın, our approach is to avoid exaggerated promises and to build legal security together by presenting our client with a true picture.
Continuous Legal Counsel to Companies
One of the most valuable aspects of commercial law is the ability to ensure that problems never arise rather than merely resolving them. Continuous legal counsel provided to companies serves exactly this purpose. A business that receives regular counsel will have had every contract legally evaluated before signing it and will have weighed every important decision against possible risks. This means far fewer disputes and far lower costs in the long run.
Continuous counsel covers the preparation and review of commercial contracts, receivable management, the lawful conduct of general assembly and board processes, contractual matters relating to employees, and legal support relating to day-to-day commercial transactions. The greatest advantage of this model is that the company's legal counsel comes to know the business, its sector and its history closely; and thus, instead of addressing each problem from scratch, produces solutions bearing the company as a whole in mind. The continuous counsel relationship established with an Izmir commercial lawyer is, especially for growing companies with increasing transaction volume, not merely an expense but an investment that reduces risk.
Our Approach as Av. Aydın
Commercial and company law is a comprehensive field in which substantive law and procedural law, commercial practices and technical legal knowledge are intertwined. The unique conditions, sector and risks of each company and each commercial relationship require a different legal approach. As Av. Aydın, we first evaluate the matter and the commercial relationship holistically, anticipate possible risks from the outset, and, in every situation where it is possible, focus on resolving the dispute without carrying it to the litigation stage. Because in commercial life, time and predictability are often more valuable than the dispute itself.
We provide support to companies and merchants in and around Izmir at every stage, from company formation to the preparation of commercial contracts, from partnership disputes to debt collection, and from unfair competition actions to merger-acquisition processes. Our aim is not merely to conclude a lawsuit; it is to build the company's legal structure on solid foundations and to clarify from the very start the points that could later give rise to new disputes. The losses of rights most frequently encountered in commercial life arise from incompletely or vaguely drafted contracts, receivables not followed up in time, missed litigation and objection deadlines, and neglected corporate obligations.
A commercial dispute or an important commercial transaction can directly affect the future of the company. Having an experienced legal counsel at your side during this process both protects your rights and ensures that your affairs proceed in a safer and more predictable manner. For any question relating to commercial and company law, whether you wish to establish a new company or to resolve an existing dispute, you may contact our office.
