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Türeli & Ceylan Attorney-at-Law – Commercial Law and Corporate Advisory
The incorporation, operation, and legal obligations of joint stock companies (JSCs) in Turkey involve more complex and serious responsibilities compared to other company types. For this reason, Turkish law imposes an obligation on certain JSCs to retain a contracted lawyer.
In this article, we will examine in detail the legal basis, scope, and sanctions related to the obligation for joint stock companies to retain legal counsel.
1. Legal Basis of the Obligation
Attorneyship Law No. 1136, Article 35/3:“Joint stock companies with a paid-in capital exceeding 500,000 Turkish Liras (adjusted to 2,000,000 TL as of 2024) are required to retain a contracted attorney.”
Accordingly, the obligation is based on the company’s paid-in capital amount.
2. Which Companies Are Obligated?
The obligation applies to:• Joint stock companies with a paid-in capital exceeding 2,000,000 TL• Companies with their registered office located in Turkey• Joint stock companies registered with the Trade Registry and actively operating
There is no such obligation for limited liability companies (LLCs), but obtaining legal consultancy is strongly recommended.
3. Consequences of Non-Compliance
Continuation of Article 35/3 of the Attorneyship Law:“If a company fails to enter into an attorney contract within one month despite being subject to this obligation, the public prosecutor shall impose an administrative fine equal to two months’ gross minimum wage.”
As of 2025, this fine amounts to approximately 40,000 TL.Moreover, failure to comply may leave the company legally vulnerable in the face of future disputes or legal risks arising during commercial activities.
4. Role of a Lawyer in a Joint Stock Company
A corporate lawyer does far more than merely protect the company from legal penalties. Their involvement contributes to corporate governance, legal compliance, and sustainable growth.
Key responsibilities include:• Preparing board of directors’ resolutions and general assembly documentation• Ongoing legal advisory in commercial, labor, and contract law• Handling share transfers• Drafting and reviewing contracts• Preventing legal disputes and representing the company in litigation
5. Frequently Asked Questions
Q: My joint stock company was recently incorporated. Must I retain a lawyer immediately?A: Yes, if the paid-in capital exceeds 2,000,000 TL, a lawyer must be contracted from the time of incorporation.
Q: Must the lawyer be employed in-house?A: No, a retainer agreement with an external lawyer is sufficient.
Q: Do I need to notify the Trade Registry about the lawyer?A: Yes, a copy of the attorney contract must be submitted to the Trade Registry and the local Bar Association.
6. Why Choose Türeli & Ceylan Attorney-at-Law?
• Tailored corporate legal consultancy for your joint stock company• Integrated support in commercial, labor, and tax law• Fulfillment of your legal obligations through a contracted attorney• Fast, secure, and effective legal assistance
Don’t Take Risks Without a Corporate LawyerAt Türeli & Ceylan Attorney-at-Law, we are here not only to help your company meet legal requirements but also to secure your operations and support your long-term commercial success.
Contact us today for strategic legal support customized for your company and to ensure full compliance with your obligations.
