Ongoing Legal Counsel for Foreign Company Owners and Shareholders in Turkey: Protection Before Problems Arise

In 2026, the number of foreigners investing in Turkey by setting up a company or acquiring shares in an existing one continues to grow. According to data from the Ministry of Trade, the number of companies with foreign capital has risen steadily in recent years; however, this growth has come hand in hand with an increase in legal issues arising after incorporation. Most foreign investors end their relationship with their lawyer once the company is formed, yet the real risk typically surfaces months after the company becomes operational.

Why Legal Risk Calls for Ongoing Monitoring

Incorporating a company is only the first step of the legal process. The notification, registration, and general assembly obligations that the Turkish Commercial Code places on shareholders and directors can change over time; as of 2026, legislative updates in this area may directly affect companies with foreign partners in particular.

Consider a concrete example: a foreign investor who set up a software company in Kadikoy went two years without any legal counsel. Because the company’s change of address was not reported to the trade registry in time, a dispute arose at the registry, a delay that regular follow-up could have prevented altogether. Cases like this show that a one-time incorporation consultation is not enough.

Matters to Track After Incorporation

A number of obligations continue after a company is registered: annual general assembly meetings, notarization of company books, properly adopted shareholders’ resolutions, and trade registry filings are chief among them. Because some of these obligations are time-bound, delays can result in administrative penalties.

For example, one of the foreign partners who set up a restaurant chain in Beyoglu failed to adopt board resolutions through the required procedure, which later cast doubt on the validity of a contract signed with a third party. Regular legal follow-up allows issues of this kind to be caught and corrected at the outset.

Share Transfers and Ownership Structure

A share transfer may look straightforward on paper, but it is highly exposed to procedural errors. Details such as recording the transfer in the share ledger, the requirement for notarial approval, and pre-emption rights among shareholders can, if overlooked, render the transfer invalid after the fact.

Suppose two foreign shareholders want to transfer part of their shares to a third investor. Even where the agreement has been signed, a transfer that is not properly recorded in the share ledger can leave the former shareholder listed as the owner in the company’s official records. This, in turn, can lay the groundwork for serious disputes later over signing authority and profit distribution.

The Role of Legal Counsel in Contracts and Commercial Relationships

One of the most neglected areas in a company is its contracts with suppliers, customers, and business partners. Foreign shareholders who are not fluent in Turkish legal terminology may sign standard template agreements without making any changes, which can later lead to disputes over interpretation.

Ask yourself this: “Under the supply agreement currently in force, which court has jurisdiction in the event of a dispute?” Most company owners do not know the answer. Ongoing legal counsel ensures that questions like this are answered before every new contract is signed.

Tax and Work Permit Compliance

In companies with foreign partners, tax identification numbers, signature circulars, and work permit processes are closely intertwined. As of 2026, the regulations governing these areas are updated from time to time, so a rule the company complies with today may change within a few months.

For example, if the work permit of a foreign partner actively working at the company expires unnoticed, the company may end up facing an administrative fine. An ongoing advisory relationship is designed to flag such deadlines in advance and head off the problem before it arises.

How to Set Up Ongoing Legal Counsel Before Problems Arise

Ongoing legal counsel is different from a one-time contract review. The ideal approach is to meet with your lawyer at set intervals based on the company’s annual calendar, for example quarterly or ahead of the general assembly, and review the company’s current standing.

This approach is aimed at preventing problems from arising in the first place, rather than putting out fires once they occur. This kind of regular follow-up is especially valuable, and saves time and reduces risk in the long run, for companies with multiple shareholders, frequent contract signings, or staff requiring work permits.

Why is it risky to end the relationship with a lawyer after incorporating a company?

Because a company’s obligations do not end with incorporation; general assembly, contract, and notification processes continue on an ongoing basis. A process left unmonitored can turn into a dispute that is difficult to resolve later on.

Is it possible to carry out a share transfer without a lawyer?

Technically, yes, but if details such as share ledger entries and pre-emption rights are not handled through the required procedure, the transfer can become disputed later. Each case must be assessed on its own facts.

How often should ongoing legal counsel take place?

This depends on the company’s size and field of activity; meeting ahead of the general assembly, before signing new contracts, and whenever the legislation changes generally provides a sufficient framework.