Sunday, October 5, 2014

Obligation To Contract an In-house Lawyer in Société Anonym in Turkey


According to Turkish Law, a Societe anonym with a minimum share capital of 250,000 TL is obliged to contract a legal consultant.

According to Turkish Law, a societe anonym (which is an Anonim Şirket in Turkish/a joint stock company) should have a minimum share capital of 50,000-TL. The company is not allowed to have a lower share capital throughout its time of activity.

Anonim şirkets that have share capitals five times higher than this minimum amount are obliged to hire inhouse legal consultants as per Article 35 of Law Number 1136, which stipulates the provisions regarding the practice of lawyers/attorneys-at-law in Turkey.

With a simple calculation, it is clear that this regulation covers the Anonim Şirkets with share capitals higher than 250,000-TL. You can check the link of Central Bank of Turkey http://www.tcmb.gov.tr/wps/wcm/connect/tcmb+en/tcmb+en/main+page+site+area/today to see the exchange rates of currency.

Likewise, house-building societies (yapı kooperatifi in Turkish) which have 100 or more than 100 members are obliged to hire legal consultancy services as per the same regulation.

Upon any contrary action, the company shall be fined by Prosecuting Attorney for every month the company avoids hiring legal service; each monthly fine to be the sum of two monthly gross minimum wages. (Monthly gross minimum wage has been set as 1,134 TL for the second six months in Turkey. Please see the Relevant link in Turkish.









Wednesday, August 20, 2014

Russia to buy fresh fruit, vegetables and dairy products from Turkey


According to the information gathered from the Turkish press, within the context of of the sanctions related to the dispute regarding Ukraine, Russia has lately declared that Russia will stop purchasing meat, fish, fruits, vegatables and dairy products from EU, USA, Canada, Australia and Norway for one year and increase their purchases from Turkey in those areas. It is reported that Russia has contacted Turkish officials for further details about the purchases. 

Upon the developments, Union of Fresh Fruit and Vegertable Exporters in Turkey made a declaration that fresh food companies in Turkey should not be in big expectations about the declaration of Russia, stating that with the data given, there would not be a big gap in the Russian market of vegetables and fruits and the possible gap to occur can be filled in by Turkey very easily and furthermore Russia might meet those needs from other countries as well.

Tuesday, June 24, 2014

The differences between Societé Anonym and Limited Liable Company briefly in Turkish Law


The differences between Societé Anonym and Limited Liable Company briefly in Turkish Law.

Societé Anonym
Anonim Şirket
Limited Liable Company
Limited Şirket

Minimum share capital not less than 50,000 TL
One share cannot be less than 1 Kuruş (1% of 1 TL)
Minimum share capital not less than 10,000 TL
Minimum share value : 25TL
Articles of Association in written form
certified by Notary Public

For establishment, no permission required from the Ministry
(exceptions)
Articles of Association in written form
certified by Notary Public

For establishment, no permission required from the Ministry
(exceptions)
Minimum one shareholder (either entity/judiciary person or real person)
Unlimited number of shareholders
Minimum one shareholder (either entity/judiciary person or real person)
Maximum number of shareholders: 50
Can be established for any commercial objective/scope unrestricted by law
Can be established for any commercial objective/scope unrestricted by law

Shareholder entitled to a shareholder certificate (which is a negotiable instrument)

Shareholder entitled to a shareholder  certificate (which is not a negotiable instrument)
Shareholder liable to the company and to the extent of the share undertaken
Shareholder not liable of public debts.
Shareholder not liable of tax, social security or other debts.
Only liability is to pay the total amount undertaken
Shareholder liable to the extent of share undertaken, not liable to third parties for company debts.
Shareholder liable of public debts. I.e taxes, social security premiums with his entire asset.
For public debts that cannot be paid by the company, the shareholder can be held liable in ratio of their shareholding.


Unless otherwise stated by articles of association, shareholder may transfer his shares by a share transfer agreement. If share certificates or temporary share certificates (ilmuhaber) are issued, these can be transferred by endorsement. It is not necessary to transfer these shares through Notary Public. This transaction does not require registration at Trade Registry.
The transfer of the shares requires permission of the General assembly and a share transfer agreement certified by Notary Public.
Share transfer is valid upon the registration of the transfer at Trade Registry.
S.A.’s can be open to public
Cannot be open to public
Board of Directors (Yönetim Kurulu) consists of minimum one member that is elected by General assembly among the shareholders or non-shareholders
The board member may be either real person or an entity.
Quorum for meeting is the majority of the total number of board of directors. Quorum for taking resolutions is the majority of the members present at the meeting.
The managing director (müdür) is elected by general assembly among shareholders or non-shareholders

If there’s more than one managing director (müdür), a board of managing directors is formed and this board takes resolutions by majority votes.
If there’s more than one managing director, one of them is assigned as the chief of board.
Board of directors is the legal representative of the company
The legal representative is the managing director or the board of managing directors if there’s more than one managing director.
It is an obligation to hold General Assembly every year.
Ministry representative attends the General Assembly in s.a. companies depending on the agenda (such as increasing the share capital, merging etc.)
It is an obligation to hold General Assembly every year.
The ministry representative does not attend the General Assembly.


 To be continued

Tuesday, March 4, 2014

General Legal Procedure of Collecting Receivables in Turkey

This is a very brief look on the general legal procedure of collecting receivables in Turkey.

We sometimes see foreign companies seeking legal help for their receivables unpaid by the companies that are resident in Turkey under Turkish law.

In order to have their receivables paid, the companies may follow various legal procedures which may be listed very briefly as follows: 

1. The Company may look for a cautionary attachment from the court including a statement that cautionary attachment/liens can be placed on the immovables, receivables and immovables of the debtor company. Upon the reception of this court award/order, the Company may apply to the execution office for its enforcement.

This is a way that can be used in urgent cases when the debtor company is expected to transfer their assets to third parties to leave them out of reach of potential claimants.

This procedure may be used mostly when the receivable is bound to solid documents such as invoices and/or contracts where the receivable is obvious.

The court binds the enforcement of such award to the payment of 10 or 15% of the disputed amount as a deposit to the court safe as a guarantee. The percentage may change in different cases and different courts and is solely within the discretion of the judge.  This guarantee is for the protection of the debtor company in case otherwise is proved upon a detailed judgment in court. 

2.  Another way to collect receivables would be directly filing an execution request for the disputed amount through execution office without prior court award (for cautionary attachment). In this case, usual procedure of execution will be in effect where the execution office shall serve a notification to the debtor company (a payment order) ordering the amount to be paid to the execution office file within a certain period time given. If an objection is raised, the procedure stops and the claiming company is entitled to file a lawsuit for the collection of the disputed amount. The nature of the lawsuit depends on the nature of the objection raised (The objection may be raised against the signature or to the amount). Please also note that the execution procedure may vary in different payment orders as in bills of exchanges like cheques. In checks or bonds the procedure would not stop despite an objection is raised. As this is closely related to the law techniques and covers too much detail, it would be boring and unnecessary to speak about on here. 

3. The third way to have the amount paid would be filing a lawsuit directly at the court requesting the payment of the disputed amount. This lawsuit is carried out by the parties within general legal provisions where all the evidences are examined in detail during judgment.

Please note that this is only a brief general information on the collection of the receivables in Turkey and each case should be interpreted within its own dynamics.

Please do not hesitate to comment here whether this explanation was helpful to you or not.


Wednesday, December 15, 2010

Information For Future Attorneys-at-law

This note has been particularly prepared for and presented to high school students in Turkey. It has been shared here considering that it may be of help for English-speakers as well who are interested in Turkish law system and law practice in Turkey.

Attorney-at-law in general

Attorney – who is legally appointed to transact business on another’s behalf; lawyer. (Merriam Webster’s Dictionary Online)

Attorney-At-Law - a practitioner in a court of law who is legally qualified to prosecute and defend actions in such court on the retainer of the clients.

Counselor-At-Law – One that gives advice in law and manages cases for clients in court.

Lawyer is the general word that we could use for law practitioners who act on behalf of the client before the courts and who gives services on law/legal issues.

In order to be an attorney at law in Turkey, one has to finish the law school after high school.

After finishing the law school, you have to go through a period of apprentice which is one year. This period is a kind of acquaintance period of the student with the law practice if he or she hasn’t experienced the practice before. For the first six months you go to the courts, see how the secretariats of the courts work, how the judge manages with the court files. You mainly concentrate on the judges’ awards and conducts. You can see almost all instances of courts including the criminal courts and execution courts. In the next six months, you are at the office under the guidance of the lawyers who will introduce you to the Bar. At this time you mainly have the opportunity to read the files at the office and see how the file has been carried on by the experienced lawyers. You pay visits to state authorities to get the info you need for the files, you make translations of the contracts you are given, etc. At the end of the year, you submit your documents to the Bar where you plan to practice law and you are given by the TBB Bar Union of Turkey a “Ruhsatname” which is the license to practice law as a lawyer. You are introduced to the Bar by the lawyers that guide you through this period of apprentice.

All lawyers are entitled to be registered at the bar where they are resident.

All lawyers are entitled to keep to the Code of Conduct for Lawyers issued by Bar Union of Turkey. That’s what we call “Avukatlık Meslek Kuralları” and they are used as the criteria for conduct among the lawyers(http://www.barobirlik.org.tr/mevzuat/avukata_ozel/meslek_kurallari/tbb_meslek_kurallari.pdf).

In general when you graduate from the law school, you have a plenty of areas that you can choose from. You can choose to practice as a law practitioner such as a lawyer or a judge or a Notary Public or you can choose to be a journalist or you can choose to work for the government in many levels for the state for example as an ambassador. My point is law covers a huge area of social sciences.

Studying law has many advantages and disadvantages. As you might know, law comes into being through accumulation of the practices of regulations in society, regulations that are practiced among the people, how they interact with each other without harming any others’ rights.

As it is accumulated knowledge of regulations and it is impossible to know every single act, the teachings at the faculty of law mainly focus on the vision and notion of law: Seeing the problem in the discipline of law and reach for the solution as per regulations and laws pending. With this ability you receive at the law school, you learn to “think” in a way, think thoroughly and to question.

What do lawyers do at work?

Our work at the office mostly depends on thinking, writing, listening, researching and learning. Law is such an area of social sciences that you never have the opportunity to know the law totally, the exceptions, and the amendments in laws. What you know at the time may have already been amended by National Assembly through a new law or cancelled by the Constitutional Court. So many renewals, law is like a living creature, needs researching and therefore updating.

During the day sometimes you get visits from the clients or people who can be a client in the future asking for counseling related to their legal problem, looking for solutions.

You write petitions. The court system in Turkey mainly depends on writing. For the pending cases, you write petitions laying your requests from the courts particularly on your case. For writing a petition you must already be prepared mentally or you make up your mind sometimes as you write it.

The abilities and skills the profession requires

Highly related to communication i.e Conveying your ideas on the specific case. Communication of your ideas, the position of your client to the counterparty or to the judge to any authority required.

You should be ready to deal with any kind of people, from people from village to presidents, from illiterate to highly intellectual people. You must know to be able to be flexible to interact with people. Socialization is important.

You need to be prepared for all your tasks. This preparation does not have a specific way. It can be gathering all the information required for judgment; such as visiting the land registry, traveling to other places to find some information.

You need to be open to new ideas and practices – To reach the goal, there may be several ways, and you prefer the easiest and less troublesome way generally.

You need to “know” – You need to use all proper ways of reaching the info i.e. learning. Internet, law books, Supreme Court awards, all the updated information. You never leave your work to chances or you are either ready to take the chances. You need to be ready for all possibilities and that needs rational and analytical thinking.

You need to improve your way of writing and talking skills in the languages you are practicing law. You have to have full command on them both in speaking and talking. Because sometimes you have to deal very small but very important details.

Personal Requirements

Hard work - keep yourself updated

Enjoying what you are doing otherwise it will be a burden on your shoulders because the responsibility is heavy most of the time.

Being both flexible and strict – Strict in your liabilities, flexible in communication.
Being clear of what you want – Making up your mind before you move for the goal.
Being assertive – Pushy about what you want to achieve
Being open to new information, open to hear new occurrences, keep yourself updated

Working conditions – Time and Colleagues

You can
-Work as an independent lawyer; establish an office of your own, collaborate with colleagues on an independent basis
-work as an independent lawyer with partners, establish a partnership and collaborate with colleagues
-work as a lawyer for a group of lawyers, here you are not as independent as it is in working for yourself.
-work for a company as an in-house lawyer; here you are bound to the interests of the company.
- work for the state offices.

In cases which need multiple tasks to be achieved or in cases where there is heavy work, a group of lawyers come together at the same office.

Work environment

You need all means of communication, internet, fax, scanner, etc. Your office is the base for all your conducts. It should be available to have meetings with your client in a private room as what you share with client is subject to confidentiality.

It should be at an available place to reach the courts, where your clients can find it easily, where you can park your car :)

In this profession you should be ready to get to work anytime of the day. Working time is not limited with usual working times, mostly not between 800 -17 00. It will ask for more of your time as the responsibility you take gets bigger. The number and the nature of responsibilities is a fact influencing your working time.

Collaboration is important in order to share your tasks to submit it on the deadline.

What you should improve the most in you

Your dedication and motivation in general and specifically for reaching the goal for the conclusion of the case.

Language skills – Have full command of the language you are practicing law with. Ability to communicate exactly what is in your mind both in writing and speaking.

Speed of reading and processing in your mind – Increases in time as you meet a lot of cases and solve them
Ability to listen to people well and understand their needs.

Detecting your deficiencies and improve them, ability to express yourself and ask necessary questions to help others to express themselves.

The most important criteria to be successful in the profession

To bring together all the above-counted. Respect your profession, respect your client, respect the counterparty. Never underestimate yourself, liabilities and the judge.
Never forget your humanly sides.  Keep close to your inner world.

Keys for success: Hard work, high motivation, updating your knowledge, renewing yourself.

Monday, October 25, 2010

Obtaining an Inheritance Certificate in Turkey


In order to transfer the assets of the deceased to the inheritors, the relevant authorities such as tax office and land registry require an inheritance certificate from the court.

Inheritance certificate (which we call “Veraset İlamı” in Turkish law terminology) is a kind of award issued by the Court of Peace that certifies the inheritors namely one by one and their shares each. Obtaining this certificate is the very first step after the death of a person.

In order to obtain this certificate (which is actually an explanatory award of the court), one of the inheritors should apply to the Court of Peace with a petition signed by him/her. The petition should be evidenced by a population registry certificate of the deceased to show the children and wife/husband of the deceased. This population registry certificate is obtained from Population Office (Nüfus Müdürlüğü) and shows the possible inheritors and that the applicant is related to the deceased.

Depending on the work course of the Court Secretariat, the award/certificate is issued within a few weeks. A hearing may be held by the court for the verification of the population registrations.

The court of peace at any area of jurisdiction can be applied for this procedure. The inheritance certificate is not final and it can be annulled by a new inheritance certificate.

A fixed charge should be deposited to the court at the time of filing the request.

Please note that after a recent amendment in law, a Notary Public (regardless of its location in Turkey) is entitled to release a "Veraset İlamı" upon the request of one of the inheritors. 

Friday, December 4, 2009

How To Appoint A Guardian in Turkish Law

In Turkish Law, a guardian (vasi) is appointed in cases where

1. the minor has no parents as guardians (veli) or
2. where the adult
    i) has weak or no mental abilities or
    ii) is in a state of prodigality or addicted to alcohol or drugs or
    iii) is convicted by court to a detention of one or more years.

3. A guardian may be appointed as well upon the person's own request arising out of his needs due to his old age, physical handicap, lack of experience or serious illness.

This process starts like a lawsuit, with the claimant submitting a petition of request for a guardian to the Civil Court. The necessary charges and expenses should be paid to the court along with the petition. Please note that the request is not subject to any official charges. Upon the receipt of the petition, the court secretaria appoints a date for the hearing and requests the detailed birth records of the one to be restricted. If the one to be restricted is a person over 18 who has weak or no mental abilities, a medical report from a health establishment regarding his mental position shall be required (This report may be obtained not long before the filing of this case but the judges rather prefer this  report to be obtained from the state hospital after the filing of the case). It is in jugde's sole discretion whether to hear the restricted or not. He may choose not to listen to the restricted as well. But in cases where the restricted is in a state of prodigality or addicted to alcohol or drugs, it is mandatory by law for the the judge to hear the restricted.

The guardian to be appointed shall also be heard at the hearing by the court.

The judge chooses the guardian among the close relatives of the restricted and among the persons who have no conflict of interest with the restricted.


Monday, November 30, 2009

What is Apostille for and How Do We Obtain it in Turkey?

The Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Hague Apostille Convention)which has been signed between 99 State Parties so far constitutes the basic regulation regarding the Apostille Certificate in Turkey. With this Convention stipulating the Apostille Certificate, the State Parties skip the long legalization processes of the official documents required by the home and other States. This convention has been in effect in Turkey as of Sept. 29, 1985.

The form of the apostille certificate has been determined already in the Hague Apostille Convention and according to the Convention it has to have the title "Apostille Convention de La Haye Du 5 Octobre 1961" in French.

The apostille certificates are obtained from the Governor's Office. Turkey is divided into "IL"s and "ILÇE"s in terms of districts. Ilces are the smaller districts of Ils and they are eventually bound to Ils. Istanbul, Ankara and İzmir can be examples for Ils and Kadıköy, Beyoğlu, Kuşadası can be given as examples of Ilçes. So the documents should be apostillized in İl's (valilik) or İlçe's (Kaymakamlık) Governor Offices. In cases where the documents to be apostillized have already been certified by a Notary Public, it is advised that the notarised document be taken to the Il's Governor Offices as the İlçe's governor office may avoid apostillizing the document, claiming they are not authorised, which would not be in compliance with the Hague Apostille Convention. It is also possible that the official document can be apostillized by the issuing directorate immediately. For example if you obtain a birth certificate from The Directorate of Population, then the Director may apostillize the document as it is issued by himself.

No price is paid for the apostillization.

Overall, the best way to get an apostille certificate is to take the official document directly to the Il's governor office and have it apostilled there. Apostillization normally does not take more than five minutes if you know where to apply. You can see information about the process at these sites as well:

Sunday, November 29, 2009

How To Buy and Sell Real Estate in Turkey

In Turkey, the immovables are registered at Land Registries in the districts where they are located. As Land Registries are state offices, they are controlled and checked by the State.

The information related to the substance of the immovables such as the owner, hypothecates and other attachments on can be observed through Land Registrations.

Hypothecates, attachments, shareowners, shareholdings of the owners, how the immovable has been acquired and such other information about the properties/specialties of the immovable are all information that should be registered at the Land Registry. When buying an immovable, checking the records of the immovable through Land Registrations is the safest way.

In the process of purchasing an immovable, there are a few necessary steps to be taken such as the completion of the documents, payment of the charges and completion of the signatures at the Land Registry.

The Land Registry asks both the buyer and seller to submit some documents:
The buyer and the seller should both submit their ID's or passports, 2 photographs and tax numbers of each. If the parties are to be represented by third persons or lawyers, the representatives of each party should submit photographs and IDs as well.

If one of the parties is a legal entity like a limited liable company, then the certificate issued by a Notary Public showing the authorised signatories of the company should be submitted as well in order to prove the power of the signatory to act on behalf of the company.

It is also important for the representative to have the power for all the transactions he is going to be involved in during this process i.e power for each transaction should be duly named on the proxy granted to the representative. Land Registry officials are very careful about this issue and they may not complete the transaction if the specific power is not duly indicated in the proxy.

The proxy should be prepared by and signed before a Notary Public and has to have a photo on.

The seller should also submit the land registry certificate (tapu belgesi)that he already possesses which shows that the seller is the rightful owner of the immovable.

Please note that a document from the municipality showing the value of the real estate (Rayiç Bedel Belgesi) is also required. The price agreed on between the parties is declared to the Land Registry and this forms the basis amount for the land registry charges. The charges are calculated in ratio with the price. But the price declared cannot be lower than the amount stated on this Rayiç Bedel Belgesi; otherwise a fine related to tax issues can be applicable.

The Land Registry does not move on to the next step if the real estate taxes belonging to the previous periods have not been fully paid. It can be checked at the municipality whether the taxes related to the real estate have been fully paid or not.

Regarding the financial aspect of a sale, each party shall pay 15 per mille of the sale price declared to the Registry as land registry charges and a fee as well for the Land Registry Fund.

When the documents are delivered to the official at the Land Registry, the official, upon the completion of the documents, shall determine the date and time of the appointment at the Land Registry for the completion of the signatures. In this appointment, the Land Registry Director shall examine the documents closely once again and ask the seller if he has received the payment or not. When the seller confirms the receipt orally, the parties sign the documents, the new land registry certificate prepared in the name of the buyer is delivered to the buyer.

So the seller must have already been paid for the immovable before the signatures are completed at the Land Registry.