Legal Counsel for Companies in Turkey

Legal counsel for companies in Turkey usually means an outside lawyer on retainer who reviews your contracts, employment files, board and general assembly resolutions, KVKK compliance and overdue receivables every month, before problems reach court. Av. Kaan Karanfiloğlu acts in this role from Istanbul for Turkish companies and for foreign groups with a Turkish subsidiary, working in English.

Many companies meet a lawyer only when a notarised notice arrives or an employee files a claim. By then the contract is signed and the lawyer can only defend what already happened. A retainer reverses the order: documents are read before signature, while risks are still small. This page covers the scope, the rule obliging certain companies to retain a lawyer, the set-up and what stays outside. For company formation, share transfers and commercial disputes, see our commercial law services.

When does a company in Turkey need ongoing legal counsel?

Ongoing legal counsel makes sense once legal work stops being a one-off and becomes a monthly workload. In practice the need usually shows up in these situations:

• Contract volume grows: supply, distribution, lease and service agreements arrive every week and nobody checks final versions consistently.
• Headcount grows: warnings and terminations become routine, and small procedural errors turn into employee claims.
• The structure changes: a new shareholder, a share transfer, a capital increase, a new branch or a change of directors is on the agenda.
• A foreign parent expects reports: head office wants regular English updates on the Turkish subsidiary.
• The law requires it: certain joint-stock companies and building cooperatives must retain a contracted lawyer (explained below).

For a single transaction, a one-off engagement is enough.

What does a retainer lawyer in Turkey cover?

The scope of a retainer is set out in a written engagement agreement and differs from one company to the next. A typical file includes:

• Contract review and drafting: pre-signature review of commercial agreements and templates adapted to your business. For background, read commercial contracts in Turkey.
• Employment files: employment contracts, workplace regulations, defence requests, warnings, termination notices and preparation for the mandatory mediation that precedes most employee claims. For disputes already at court stage, see our employment law page.
• Board and general assembly resolutions: meeting notices, agendas, resolution texts and registration of resolutions with the trade registry. More in our article on board resolutions and legal compliance.
• KVKK (data protection): privacy notices, explicit consent and cross-border transfer questions under Personal Data Protection Law No. 6698, and the steps to take after a data breach. For a full compliance project, see our data protection (KVKK) page.
• Debt follow-up: overdue invoices, demand letters, mediation and preparation for enforcement proceedings.
• Notices and early disputes: timely replies to notices served on the company, and negotiation or mediation strategy before a disagreement becomes a lawsuit.
• Regulatory correspondence: replies to the trade registry, the tax office, the Social Security Institution (SGK) or the Personal Data Protection Authority.

Which items belong in your retainer depends on your transaction volume, headcount and sector; we can assess this together in a short initial call.

The mandatory company lawyer rule for joint-stock companies

Article 35 of Attorneyship Law No. 1136 requires joint-stock companies of a certain size, and certain building cooperatives, to retain a contracted lawyer (sözleşmeli avukat). The obligation comes from the law on the legal profession, not from the Turkish Commercial Code. Foreign management often looks for it in the wrong statute.

• Who is covered: joint-stock companies (anonim şirketler) whose share capital reaches the threshold set by law, and building cooperatives that reach the membership number set by law.
• How the threshold works: it is set by law by reference to share capital and has changed over time; some figures online reflect older rules. Check the current text against your registered capital.
• Limited companies: as a rule, a limited company (limited şirket) falls outside this provision. It may still choose to retain counsel.
• How the duty is met: in practice, a written retainer with a lawyer in private practice is generally accepted. The lawyer does not usually need to be on the payroll.
• Sanctions: the law attaches a sanction to non-compliance. Confirm the type and current amount for your own case.

Being a joint-stock company is not enough on its own. Capital and the law in force decide.

How legal counsel for companies in Turkey is set up, step by step

Legal counsel for companies in Turkey is put in place in a fixed order, from the first call to the signed engagement:

1. Initial call: business, shareholding, headcount and open matters, in English with head office on the line if you wish.
2. Conflict check: we check whether the firm acts against the company in any matter. If there is a conflict, the engagement is declined.
3. Initial review: registry records, articles, minute books and standard contracts are read and urgent gaps listed.
4. Written engagement agreement: scope, response times, reporting, fee and expense terms, and the handling of out-of-scope work are agreed in writing.
5. Power of attorney: the company's authorised signatories grant it before a Turkish notary. Directors abroad can sign at a Turkish consulate, or before a local notary with an apostille and a sworn Turkish translation.
6. Ongoing work: day-to-day questions are answered by email, phone and video call, and a written report is delivered at the end of each period.

Documents we ask for at the start

• Trade Registry Gazette entries and the current articles of association
• Signature circular and documents showing who can bind the company
• Share ledger, resolution books and the latest general assembly minutes
• Standard contracts in use and key contracts still running
• Sample employment contracts and any workplace regulations
• KVKK privacy notices and the VERBİS registration, if any
• A list of open court, enforcement and mediation files

A realistic timeline for the first months

A retainer has no end date, but the first months follow a pattern. The times below are general estimates as of October 2026 and vary with company size.

• First two to four weeks: initial review, document list and a short report on urgent gaps.
• End of the first month: priority contract templates and employment documents reviewed.
• Every month: routine contract reviews usually come back within a few working days, and urgent matters are looked at the same day where possible. Response times are written into the engagement agreement.
• Every year: the ordinary general assembly is, as a rule, held within three months after the end of the financial year. Preparation starts earlier. The meeting rules are covered in our article on general assembly and board of directors in joint-stock companies.

Outside general counsel for foreign-owned subsidiaries, in English

For a Turkish subsidiary of a foreign group, outside general counsel is largely about bridging two legal systems and two languages. Head office does not know Turkish law. The country manager rarely has time to explain it.

• Correspondence and reports can be prepared in English. Av. Kaan Karanfiloğlu works in Turkish, English and French; Russian- and Chinese-speaking clients are served through native-speaking advisors at the office.
• Turkish official documents (notices, court letters, registry entries) are summarised in English, and a sworn translation is ordered where one is required.
• Directors abroad join meetings online; routine filings are made under the power of attorney.
• Points where group policies (compliance, anti-bribery, data protection) clash with Turkish employment law or KVKK are flagged in the report.

If you have not yet decided between a branch and a subsidiary, our comparison of a branch vs subsidiary in Turkey is a good first step.

Confidentiality, conflicts of interest and monthly reporting

A Turkish lawyer is bound by professional secrecy under the Attorneyship Law and the bar's professional rules, and that duty continues after the retainer ends. It covers your commercial information, employee data and dispute strategy.

Conflict rules carry the same weight: a lawyer who has advised the other side in the same dispute cannot take your file. So we ask for the other party's name on every new matter.

Reports follow the frequency agreed in the engagement. A monthly report usually covers:

• contracts reviewed and opinions given during the month,
• the status of open court, enforcement and mediation files,
• upcoming deadlines (general assembly, replies to notices, contract renewals),
• changes in the law that affect the company.

What a retainer does not cover

A retainer covers a company's day-to-day legal needs, while large or long-running work such as litigation is generally agreed and billed separately. Writing down at the start what falls inside the retainer avoids arguments later.

Court and enforcement files also carry their own costs, such as court fees, cost advances and expert fees. These are explained before any file is opened. For commercial claims for payment of money, applying to a mediator before filing suit is a precondition of the lawsuit under Article 5/A of Turkish Commercial Code No. 6102. For the collection side, see our article on debt recovery in Turkey; for cross-border disputes, our arbitration and enforcement page.

Common mistakes companies make in Turkey

In our practice at Karanfiloglu Law Firm, the problem we see most often is simple: nobody can find the signed contract, or say which version was signed. Other frequent mistakes:

• Sending legal notices by ordinary email: between merchants, notices of default, termination or rescission are, as a rule, sent by notary, registered letter, telegram or registered electronic mail (KEP) under Article 18/3 of the Turkish Commercial Code. Ordinary email can cause problems of proof.
• Asking a lawyer after the dismissal: if an employee covered by job security was dismissed without being asked for a defence, or without a clearly stated reason, the defect often cannot be cured afterwards. See protecting your company from employee lawsuits.
• Not registering resolutions: if a change of directors or another registrable resolution is not entered in the trade registry, relying on it against third parties can become difficult.
• Translating group templates: head-office templates not adapted to Turkish law may contain unenforceable clauses.
• Leaving a notice in a drawer: where a notice sets a deadline, silence can work against you. Send it to your lawyer the same week.

Legal counsel for companies in Turkey is a routine for catching problems before they reach court, with a scope written to fit your structure and workload. For more on how retainers help companies, read corporate legal consulting for companies, or reach us through our contact page to discuss your company's situation.

Frequently Asked Questions

What is the difference between a retainer lawyer and hiring a lawyer per matter in Turkey?

A retainer lawyer follows the company's day-to-day legal work on a regular basis within an agreed scope, while a per-matter lawyer is engaged for one transaction or dispute only. Because a retainer lawyer already knows your documents and history, you do not have to start from zero when a new issue comes up.

Which companies in Turkey must retain a lawyer by law?

Under Article 35 of the Attorneyship Law, joint-stock companies whose share capital reaches the threshold set by law, and building cooperatives with the membership number set by law, must retain a contracted lawyer. The threshold has changed over time, so check your company against the current text.

Does a limited company in Turkey need a contracted lawyer?

As a rule, no. The obligation applies to joint-stock companies and certain building cooperatives; a limited company retains counsel only if it chooses to.

Can legal counsel for companies in Turkey work fully in English?

Yes. Correspondence, meetings and reports can be in English, and Turkish official documents are summarised in English. Documents filed with Turkish authorities are in Turkish, with sworn translations where needed.

Can we work with a Turkish lawyer if our directors live abroad?

Yes. Meetings are held online and the company's steps in Turkey are taken under a power of attorney. A power of attorney signed abroad must be made at a Turkish consulate or carry an apostille, and needs a sworn Turkish translation.

What happens if the company is sued during the retainer?

Litigation is usually outside the retainer and agreed separately. Court fees and cost advances are explained to the company before anything is filed.

How does a retainer agreement end?

The term and the termination conditions are set out in the written engagement agreement. It should also say how open files are handed over and how documents are returned after it ends.

How are trade secrets and employee data protected?

A Turkish lawyer is bound by professional secrecy under the Attorneyship Law, and the duty continues after the engagement ends. Sharing employee data with your lawyer must also comply with KVKK.