Articles of association

The articles of association (esas sözleşme) are the constitutive document of a Turkish company, functioning as its internal constitution. They set out the trade name, registered seat, business purpose, capital, share structure and the operation of corporate organs. In limited liability companies the document is called the company agreement.

The law requires written form and certification of signatures by the competent authority. The content may not contradict mandatory provisions of the Commercial Code; departures from the statute are valid only where the law expressly permits them. Amendments take effect through a general assembly resolution and registration.

Using template articles without tailoring is a frequent mistake. Matters such as share transfer restrictions, voting rights and dividend policy are best addressed at formation, since later amendments may require qualified majorities.