Role of Articles of Association in Turkish Companies in 2026

The articles of association are the constitutional backbone of any Turkish company. They define the company’s legal identity, internal governance structure, shareholder rights, management authority, and operational framework. In Türkiye, articles of association are not merely formal documents; they are legally binding instruments governed primarily by the Turkish Commercial Code (TCC) No. 6102.

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As regulatory expectations, foreign investment volumes, and corporate governance standards continue to evolve in 2026, properly drafted articles of association have become more critical than ever.

At Finlexia Turkish Accounting Firm, we have been advising local and international investors on Turkish corporate law since 2017, ensuring that articles of association are both legally compliant and strategically aligned with business objectives.

Our corporate lawyers team explains the legal nature, mandatory content, customization opportunities, and practical risks associated with articles of association in Turkish companies.

The Definitive Guide to Articles of Association in Turkish Companies

Establishing a robust legal presence in the Turkish market requires more than just capital; it requires a structural blueprint that ensures long-term compliance and operational efficiency. At Finlexia Turkish Accounting Firm, we have been guiding international and local investors through the complexities of company formation since 2017.

As we move into 2026, the regulatory landscape in Turkey continues to evolve, making the Articles of Association (AoA) the most critical document for any Joint Stock (A.Ş.) or Limited Liability Company (Ltd. Şti.). This guide provides a comprehensive analysis of how to draft, manage, and optimize your company’s constitution.

What Are the Articles of Association?

The Articles of Association serve as the “constitution” of a Turkish legal entity. It is a mandatory document filed with the Trade Registry that defines the relationship between the company, its shareholders, and its directors. Under the Turkish Commercial Code (TCC) No. 6102, the AoA must be drafted with precision to avoid future disputes and ensure smooth corporate governance.

Without a meticulously crafted AoA, a company is forced to rely on default statutory provisions, which may not align with the specific commercial interests of the founders or investors.

Essential Components of the Articles of Association

To be valid and registrable, the Turkish Trade Registry requires specific mandatory elements to be included in the AoA. Failing to include these can lead to the rejection of the incorporation application.

1. Company Name and Purpose

The trade name must be unique and include the company’s field of activity. The “Scope and Purpose” section is vital; it defines what the company can and cannot do. While the “Ultra Vires” doctrine has been softened in Turkey, a well-defined scope remains crucial for licensing and regulatory purposes.

2. Registered Office Address

The AoA must state the city and district where the company’s headquarters are located. This determines the jurisdiction for corporate litigation and the specific Trade Registry Office responsible for the entity.

3. Capital Structure and Shares

The document must clearly outline:

• The total amount of initial capital.
• The nominal value of each share.
• The terms of payment (e.g., 25% of capital for a Joint Stock Company must be paid before registration).
• Restrictions on share transfers, especially in Limited Liability Companies.

4. Management and Representation

This section details how the Board of Directors (for A.Ş.) or Managers (for Ltd. Şti.) are appointed, their terms of office, and their signing authorities. Precision here is key to preventing internal deadlocks.

Tailoring the AoA for 2026: Beyond the Templates

Many investors make the mistake of using generic templates provided by the MERSİS (Central Registry System). However, sophisticated businesses require bespoke provisions to protect minority rights and define exit strategies.

Shareholder Agreements vs. Articles of Association

While contract drafting for private shareholder agreements (SHA) is common, it is important to remember that in Turkey, the AoA is a public document. Provisions in the SHA that are not reflected in the AoA may not be enforceable against third parties. We often recommend “mirroring” critical SHA clauses—such as drag-along or tag-along rights—within the AoA to provide maximum legal security.

Dividend Distribution Policies

In 2026, tax efficiency is a top priority for global investors. Explicitly defining the rules for dividend distribution, reserve funds, and interim dividends within the AoA ensures that the company can reward its shareholders without legal hurdles.

Amending the Articles of Association

As a company grows, its “constitution” must adapt. Whether you are pursuing mergers and acquisitions or changing your business model, amending the AoA requires a formal General Assembly resolution.

The Amendment Process:

1. Board Resolution: The board proposes the change.
2. Ministry Permission: Certain industries (e.g., banking, insurance) require prior approval from the Ministry of Trade.
3. General Assembly: Shareholders must vote on the amendment according to the quorum requirements specified in the TCC.
4. Notarization and Registration: The amended text must be notarized and registered with the Trade Registry for it to take legal effect.

Governance and Compliance Risks

A poorly drafted AoA is a liability. It can lead to:

• Minority Shareholder Oppression: If protections are not clearly stated.
• Operational Stagnation: If voting quorums are set too high for routine decisions.
• Legal Challenges: Inadequate representation clauses can lead to unauthorized contracts, triggering expensive litigation.

Our team at Finlexia Turkish Accounting Firm specializes in auditing existing AoAs to identify these risks and align them with current Turkish laws and international best practices.

Special Considerations for Foreign Investors

Turkey remains a hub for foreign direct investment (FDI). However, foreign entities must ensure their AoA complies with both the TCC and the Foreign Direct Investment Law.

• Language Requirements: While the AoA is registered in Turkish, we provide bilingual versions to ensure the parent company fully understands its obligations.
• Dispute Resolution: While the AoA usually defaults to Turkish courts, we can advise on how to integrate arbitration clauses that work in harmony with the company’s internal governance.

The Lifecycle of a Company: From Birth to Dissolution

The Articles of Association govern the company until its very last day. In cases where a business has reached the end of its journey, the AoA dictates the company liquidation process. Having clear liquidation clauses can significantly speed up the distribution of remaining assets and the formal closing of the entity, saving months of administrative burden.

Types of Turkish Companies Requiring Articles of Association

Articles of association are mandatory for all capital companies under the TCC, including:

• Joint stock companies (Anonim Şirket – A.Ş.)
• Limited liability companies (Limited Şirket – Ltd. Şti.)
• Cooperative companies

While sole proprietorships do not require articles of association, they offer limited scalability and liability protection, making capital companies far more attractive for investors.

During the company formation process, articles of association are prepared, notarized, and submitted for trade registry registration as a prerequisite for legal personality.

Amendments to Articles of Association

Articles of association are not static documents. As companies grow, expand, or restructure, amendments often become necessary.

Amendments typically require:

• A general assembly resolution
• Compliance with statutory quorum and voting thresholds
• Notarization and trade registry registration

Common reasons for amendments include capital increases, changes in business activities, restructuring of management, or shareholder exits.

Errors in amendment procedures can invalidate corporate decisions and expose directors to liability, making legal supervision essential.

Legal Risks Arising from Poorly Drafted Articles

In practice, many disputes before Turkish commercial courts originate from ambiguous or contradictory articles of association.

Typical risks include:

• Shareholder deadlocks
• Invalid board decisions
• Disputes over profit distribution
• Unauthorized representation
• Breach of minority rights

Such conflicts frequently escalate into corporate litigation, resulting in operational paralysis, reputational damage, and financial losses. Preventive legal drafting is invariably more cost-effective than dispute resolution.

Why Professional Legal Support Is Essential

Articles of association are not standardized templates. Each company’s structure, sector, shareholder profile, and growth strategy demand a tailored legal approach.

Our firm combines over three years of experience with deep knowledge of Turkish corporate law, enabling us to deliver:

• Fully compliant and customized articles
• Strategic foresight for future transactions
• Risk mitigation through precise legal drafting
• Ongoing advisory support throughout the company lifecycle

Contact us for Preparing Articles of Association in Turkish Companies

Whether you are establishing a new company, restructuring an existing one, or preparing for investment or exit, professionally drafted articles of association are fundamental to your success. We invite you to contact Finlexia Turkish Accounting Firm to receive strategic, multilingual, and reliable legal support tailored to your business objectives in Türkiye.

At Finlexia Turkish Accounting Firm, we provide end-to-end support, from the initial drafting of your Articles of Association to complex restructuring and litigation. Our multilingual team ensures that your corporate goals are translated into a legally sound structure that stands the test of time.

Contact Finlexia Turkish Accounting Firm today to speak with our expert attorneys. Let us help you build a solid foundation for your Turkish enterprise, ensuring compliance, protection, and prosperity in 2026 and beyond.