Legal Services in Turkey for Foreign Companies

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1. Which Legal Tasks Does the Business Need Covered?

Start with the business model and its current stage. A foreign supplier selling to a Turkish customer has different needs from a Turkish subsidiary employing staff or a group acquiring an existing local business. There is no reason to assume that every cross-border sale requires the same structure or advisory arrangement.

Typical instructions concern company establishment, signing authority, commercial contracts, employment, compliance and disputes. These areas interact: a contract may create a local service obligation, a manager may need authority to sign it, and the operating model may involve regulated activity or data transfers.

The first review should identify immediate decisions, recurring responsibilities and matters requiring another specialist. Legal advice, bookkeeping, tax returns and technical licensing work should not be presented as interchangeable services. Clear ownership of each task helps the company avoid both duplication and unattended obligations.

2. Does the Company Structure Support the Intended Activity?

The legal structure should reflect what the business will actually do in Turkey. A subsidiary, branch, representative arrangement or direct overseas supply can have different consequences for liability, management and tax. A liaison office should not be selected as though it were an ordinary trading company.

Corporate authority deserves attention after incorporation as well as during it. Keep manager or director appointments, signature authority, powers of attorney and required corporate decisions aligned with the people conducting the business. A group title such as regional director does not, by itself, establish authority to bind a Turkish entity.

A current governance point: the Ministry of Trade's ETDS announcement makes electronic share ledgers and general assembly meeting and discussion books mandatory for companies incorporated from 1 January 2026. This is not a statement that every corporate book of every existing company has become compulsory in electronic form. New entities should assign responsibility for the applicable records from the outset.

3. Which Commercial Contracts Should Be Reviewed First?

Prioritise agreements that expose the company to substantial payment, exclusivity, service or termination risk. Supplier, distribution, franchise, lease and customer contracts should reflect the Turkish operation rather than simply repeat a group template. A short order form can create a significant obligation when it incorporates extensive terms elsewhere.

The review should connect legal drafting with the commercial decision: what triggers payment, how performance is accepted, who bears a delay and what happens if the relationship ends? Liability limits, guarantees, security and dispute provisions should be assessed together rather than negotiated as isolated clauses.

A contract process also needs internal controls. Decide who approves deviations, who holds the signed version and who records renewal or notice dates. Once an agreement is executed, its obligations should move into the company's working calendar. See our guide to Turkish commercial contract review.

4. What Needs Attention When Hiring or Managing Staff?

Employment arrangements should match the actual role, workplace and employer. Review the contract, pay and benefits, confidentiality, intellectual property and the handling of employee information. Labelling someone an independent contractor does not settle the legal character of a relationship that operates as employment.

For foreign staff and managers, company ownership and permission to work are separate matters. The Ministry of Labour's work-permit guidance should be checked for the person's actual role and any applicable exemption. Shareholding alone should not be treated as permission to undertake every kind of work in Turkey.

Before dismissal or a significant change to working arrangements, review the grounds, procedure, notices and potential payments. Management should not announce an irreversible decision first and ask for a supporting document later. Payroll and social-security implementation should be coordinated with the company's accountant or responsible specialist.

5. Which Compliance Obligations Follow the Business Model?

Compliance should begin with the activity, customers and information handled. A business selling online, importing regulated products or operating in a licensed sector can have obligations beyond ordinary incorporation. Registration as a company does not certify that every planned activity is authorised.

For international groups, a recurring issue is customer or employee information flowing to overseas headquarters, cloud systems or service providers. Article 9 of the Personal Data Protection Law governs transfers abroad. Map the actual transfers and assess the applicable basis; an overseas group privacy policy does not automatically satisfy the Turkish requirements.

Assign responsibility for regulatory notices, legal updates and internal approvals. The aim is a manageable process: identify what applies, who owns it and when it must be reviewed. A long list of laws without a responsible person or operational follow-through offers little practical protection.

6. How Should Legal and Financial Work Be Coordinated?

Legal and accounting teams should work from the same transaction facts. Cross-border service fees, royalties, loans, guarantees and payments to group companies can raise distinct contractual and tax questions. The legal allocation of a cost and its accounting or tax treatment are related, but neither replaces the other.

Bank and payment-provider requirements should also be anticipated. Prepare consistent information about the business, ownership, source of funds and intended transactions. Opening an account does not guarantee that every later payment will pass compliance review or that the bank will offer credit.

For a proposed acquisition or investment, involve the relevant advisers before the price and payment mechanism are fixed. A business acquisition review can address liabilities and contractual protections, while financial and tax specialists assess the accounts and tax exposure. The final decision should reflect all of those findings.

7. What Should the Company Do When a Dispute Begins?

Preserve the contract, orders, delivery or service records, invoices and relevant correspondence. Record the chronology and the commercial objective: recovering money, securing performance, ending the relationship or protecting assets. An invoice alone may not answer a dispute about what was supplied or accepted.

Review deadlines and any pre-action procedure before deciding on a demand, settlement proposal, enforcement step or lawsuit. The best route depends on the documents, contractual forum and the debtor's position. A strong legal claim should not be confused with a guaranteed recovery.

Agree who can approve a settlement or instruct proceedings, particularly where headquarters and the Turkish operation have different priorities. Reporting should separate the legal merits, available assets, cost and timing. For unpaid commercial receivables, see debt collection for foreign companies.

8. a Defined Project or Continuing Legal Support?

A specific transaction or dispute may suit a separate engagement. Recurring advice can be organised through an agreed ongoing arrangement, with included work, response expectations, contact persons and exclusions stated clearly. Litigation, major transactions and specialist external costs should not be assumed to be included in every retainer.

Legal Istanbul can discuss support around the company's Turkish activities and coordinate with existing in-house or overseas advisers. The arrangement should identify who gives instructions, who receives reports and which matters need management approval. Material changes in the business should trigger a review of scope rather than an assumption that the original arrangement covers everything.

For an initial discussion, describe the business model, Turkish presence, recurring needs and any immediate transaction or deadline. A concise list of priorities makes it easier to distinguish urgent work from longer-term improvements. Confidential records can follow after conflicts, scope and a suitable communication channel are addressed.

Legal references: Investment Office: establishing a business; Ministry of Trade: ETDS for companies incorporated from 1 January 2026; Ministry of Labour: work-permit questions; KVKK Authority: Personal Data Protection Law; Turkish Commercial Code. This article provides general information. Advice depends on the applicable rules and your circumstances.