Business and Corporate Law

We advise companies on the establishment, structuring, transformation, and ongoing organization of their business activities in Germany and Turkey. The focus is on where both legal systems intersect: in companies with shareholders, management, or business activities in both countries.

The right legal form — and why the question must be asked twice

Those who wish to operate in Germany from Turkey regularly face the same initial question: branch office or own company? The branch office under § 13d HGB can be established quickly but remains legally part of the foreign company — with all consequences for liability, accounting, and representation authority. The GmbH separates assets but requires €25,000 in share capital, notarization, and its own accounting.

In the opposite direction, the question arises differently. The Turkish Limited Şirket is similar to the GmbH, while the Anonim Şirket resembles the stock corporation — the differences lie in the details: in capital contributions, representation rules, and the question of when a shareholder must personally answer for the company's tax debts. We therefore always examine the legal form from both perspectives, not just from that of the country of origin.

Typical constellations

The German subsidiary of a Turkish corporation. Here, it is decided early on whether the management can act independently on-site or is bound by approval conditions. An overly restrictive catalog hampers day-to-day business, while an overly broad one deprives the parent company of control. We design business regulations and approval catalogs so that both can coexist.

The family shareholder in two countries. Shares in a German GmbH and a Turkish Şirket in one hand raise questions that neither legal system can answer alone — from succession planning to voting commitments to the compensation of departing shareholders.

The shareholder dispute. When two shareholders block each other, the articles of association determine whether there is a way out. We examine buyout, exclusion, and offer clauses for their robustness — and redesign them before the dispute arises.

The joint venture. Two partners, often one from each country, establish a joint company. The articles of association are only half the battle — the shareholder agreement is crucial: Who decides on the budget? What happens if a partner no longer wants to participate? By what procedure is a share valued if one wants to exit? We address these questions while the partners are still in agreement.

Transformation and restructuring

Mergers, changes of form, and splits in Germany follow the Transformation Act and require a transformation report, audit, resolution, and registration in a fixed sequence. Cross-border transactions within the EU have been regulated since the implementation of the Transformation Directive; however, when a Turkish legal entity is involved, the path is not predetermined and must be replicated through share transfers, contributions in kind, or business transfers. We plan such processes backward: first the target in the register, then the path to it.

The registered office of a company is also flexible. A German GmbH can relocate its administrative seat abroad without losing its legal form — which, however, can trigger a tax exit. Therefore, this question belongs at the beginning of the planning, not at the end.

Ongoing advice

The larger part of our corporate law work is not a project but ongoing operations: preparing shareholder resolutions, implementing appointments and dismissals of managing directors, accompanying commercial register applications, keeping shareholder lists up to date. This may sound incidental, but it is not — an incorrect shareholder list can cost a shareholder their legitimacy, and a delayed registration can call into question the representation authority of the new managing director.

We continuously take on these tasks while keeping in mind what they trigger elsewhere: a share transfer affects the transparency register, a change of managing director affects bank authorizations, and a capital increase affects the tax treatment for the shareholder.

When the company gets into trouble

Corporate law and insolvency law intersect at a sensitive point: the duties of management. If a GmbH becomes insolvent or over-indebted, there is a short deadline for filing for insolvency, and payments made after this point can personally affect the managing director. Therefore, anyone leading a company in troubled waters needs early clarity on where exactly this threshold lies and what is still permissible until then. We accompany this phase together with restructuring advice.

Related to this advice

Corporate law decisions rarely have only corporate law implications. We therefore regularly coordinate them with tax structuring, examine the investment legal framework for participations, and involve corporate governance advice in matters of organizational liability. Where a dispute threatens, we discuss early on about dispute resolution — not just when the lawsuit is served.