Levent Law Firm handles company formation, share transfers, corporate decisions, and shareholder disputes for foreign founders and investors with a business in Izmir. As your Izmir corporate lawyer, we examine the company's articles, registry record, ownership documents, and meeting minutes, then prepare the transaction or claim that protects your position. A founder bringing a partner into an Izmir company and an existing shareholder excluded from a decision need different legal work; we identify the governing record and act on it.
Corporate law concerns who owns the company, who can bind it, how its organs decide, and what a partner can do when those rights are disputed. We connect those questions to the company's actual documents and operations. We then prepare the registry filing or court claim and pursue the decision.
We conduct the company file under a power of attorney
With a power of attorney, we prepare and submit incorporation and change applications, share transfer records, and court papers in the client's name. The Ministry of Trade's MERSIS guidance confirms that a person authorized by a company through MERSIS can submit registry applications. We coordinate that authorization with the signed power of attorney, prepare the underlying resolutions and articles, and correspond with the Izmir trade registry about the filing.
We also write to the company, its managers, the registry, and the court, answering requests for missing documents and tracking the dates that govern the next submission. When a corporate dispute reaches court, Article 76 of the Code of Civil Procedure addresses the lawyer's filing of the power of attorney. Article 18 of the Regulation on Service of Process directs service to counsel in a represented matter; notices and the court's decision in that case reach our office for the next response.
An existing Izmir company may already have a contested meeting, an unrecorded transfer, or a registry application awaiting correction. We obtain the filed articles, trade registry publication, share ledger, notices, minutes, and correspondence, then reconcile the account each side gives against the official record. We take over the live deadline and present the application, objection, or claim on behalf of the client.
We form an Izmir company around the founders' rights
A company can begin with one founder: Articles 338 and 573 of the Turkish Commercial Code allow a joint stock company or limited liability company to be formed by one or more persons. For a foreign investor establishing an Izmir venture, Article 3 of the Foreign Direct Investment Law provides investment freedom and equal treatment with domestic investors, subject to its stated treaty and special-law qualifications. We use that starting position to prepare a workable corporate structure for the founder's intended ownership and management.
We draft the articles and founders' decisions around capital contributions, decision-making, representation, and the planned division of shares. If two investors will own the company, we identify which decisions need their agreement, how management authority will be recorded, and how a later transfer or exit should operate. KL Law Firm, our related corporate practice, also handles company formation in Turkey; for an Izmir venture, Levent Law Firm prepares the articles, authority provisions, and registry filing that match the intended ownership.
We compare the registered articles with any shareholders' agreement, investment terms, and authority documents so that a promised board seat, consent right, or transfer arrangement has a clear place in the legal record. When a new partner enters or control changes, we prepare the amendments and resolutions that record the revised arrangement.
We document a share transfer and secure the ownership record
The legal steps for selling a stake depend on whether the Izmir company is a limited liability company or a joint stock company. Under Article 595 of the Turkish Commercial Code, a limited-company share transfer and the transaction creating the transfer obligation must be in writing with notarized signatures. Unless the articles provide otherwise, the partners' general assembly must approve the transfer; the same article treats approval as given if the assembly does not reject the request within three months. We review the articles and the dated approval request, prepare the agreement and decision, and pursue the corresponding registry and share-ledger record.
For a joint stock company, Article 490 of the Code states the general transferability of registered shares unless the law or articles provide a restriction. We examine the certificate or uncertificated share, any consent clause, the purchase agreement, and the share ledger before completing the transfer work. Article 499 makes the ledger important in the company's dealings with the shareholder; we pursue the record that reflects the completed acquisition and supports the buyer's voting and information rights.
A foreign buyer entering an Izmir business may acquire shares in an operating company. We compare the seller's title, the company's registered articles, shareholder resolutions, and the authority of the signatories with the promised stake. Where the agreed transaction includes management changes or revised voting terms, we prepare those decisions alongside the transfer so the ownership and control records reflect the agreement.
We enforce a shareholder's right to see the company record
Company information rights give a shareholder a route to the documents behind a disputed decision. In a limited liability company, Article 614 of the Turkish Commercial Code lets each partner request information from managers about company affairs and accounts and inspect particular matters. If the general assembly unjustifiably blocks access, the partner may ask the court to decide. We identify the accounts and decisions relevant to the dispute, make the request in the partner's name, and seek the court order where the company's response calls for it.
For a joint stock company, Article 437 gives shareholders access to specified financial and meeting documents and a right to ask questions at the general assembly. We check the meeting notice, annual materials, proposed profit distribution, answers given, and the record of any refusal. That evidence gives us the precise issue and requested relief for an information request or court application.
The documents obtained through an information request may reveal a transfer entered differently from the agreement or a vote counted under the wrong share position. We use those records to identify the person entitled to sue, the decision at issue, and the relief that addresses it.
We challenge a corporate resolution that changes your position
A shareholder can contest a general assembly decision that conflicts with the law, the articles, or the duty of good faith. Articles 445 and 446 of the Turkish Commercial Code govern annulment of joint stock company resolutions and who may bring the claim; Article 622 applies the annulment and nullity rules by analogy to limited liability companies. We examine the meeting call, agenda, attendance, voting, objections recorded in the minutes, and the challenged decision, then file the appropriate claim before the competent commercial court.
The Code gives distinct routes for distinct defects. Article 447 identifies decisions that are void, including those that remove indispensable shareholder rights or improperly restrict information and inspection rights. We analyze the decision's actual effect, select annulment or a declaration of nullity on the supported grounds, and ask the court for the relief that restores a usable company record.
An Izmir investor may face a resolution changing management, approving a transfer, or distributing profits without the participation the articles require. We match the challenge to that resolution and its effect on ownership, voting, or control. Our court submissions set out the company documents and meeting evidence, while our registry correspondence addresses any recorded change affected by the case.
We address management conflicts through the company organs and court
The legal authority to manage and represent a limited liability company is set by its articles and the Commercial Code. Article 630 allows the general assembly to remove a manager or limit management and representation authority; a partner may also seek court action for just cause. We review the registered authority, manager appointment, disputed acts, and partners' decisions, then prepare the assembly resolution or court petition that fits the evidence.
Where the alleged conduct harmed the company, we distinguish the company's loss from a shareholder's personal loss. Articles 555 and 644 apply the company-loss claim to joint stock and limited liability companies: the company and each shareholder may seek compensation for damage to the company, with a shareholder asking for payment to the company. We trace the decision, the funds or assets affected, and the supporting accounts before presenting that claim. This keeps the requested remedy aligned with who suffered the loss.
We also defend managers or shareholders facing a corporate claim. We reconstruct the authority in force at the time, the decision-making record, and the company's actual transactions, then answer each allegation with the relevant resolution, account, and correspondence. A management conflict can affect daily contracts; for a separate unpaid invoice or delivery dispute, our Izmir commercial law service addresses the transaction claim.
We pursue an exit or another remedy for a deadlocked company
A partner in a limited liability company has a judicial exit route for just cause under Article 638 of the Turkish Commercial Code. Article 641 gives a departing partner a claim to an exit payment reflecting the real value of the share. We examine the articles, the events that ended cooperation, the company's accounts, and the share position, then bring the exit and valuation case supported by that record.
Article 636 also lets each limited-company partner seek dissolution for just cause, while allowing the court to order payment of the claimant's share value and removal from the company, or another acceptable solution, instead. For a joint stock company, Article 531 provides a corresponding just-cause action for qualifying minority shareholders and permits the court to choose a value-based exit or another suitable remedy in place of dissolution. We assess the applicable company form and shareholding, pursue the remedy the evidence supports, and present a workable route out of the deadlock.
These rights allow an Izmir investor to seek a court-ordered exit or another remedy for a company deadlock. We put the financial record, ownership history, and disputed decisions before the court so the claim addresses the value and governance position at stake. We also prepare a negotiated transfer or settlement where its terms can resolve the dispute and be implemented in the company records.
Put your Izmir company record before us
Send Levent Law Firm the articles, trade registry extract, share ledger, transfer agreement, meeting minutes, and any notice or court paper already received. We will identify the decision, ownership entry, or management act that needs action, prepare the filing under your authority, and handle the registry or court correspondence. You can see our broader practice areas in Izmir and Attorney Alparslan LEVENT's background as we examine the company file.
Contact us about your Izmir company matter to place the corporate record and your intended transaction or claim in our hands. We will take responsibility for the share transfer, resolution, information request, management challenge, or exit case that the documents support.