Turkey: Obligation To Employ Or Contract A Lawyer On Continuous Basis For Joint Stock Companies In Turkey

Last Updated: 14 March 2018
Article by Petek Varol

A. Introduction

Pursuant to Article 1 of the Attorneyship Law No. 1136 ("Law No. 1136") published at the Official Gazette with No. 13168, dated April 7, 1969, attorneyship is defined as "public and professional service ", and within the scope of the Article 35 of the Law No. 1136, services/works exclusive to attorneys are defined.

Accordingly, Article 35 states that providing opinion in legal matters; litigating and defending the rights of real persons and legal entities before courts, arbitrators, and other bodies invested with jurisdictional powers; and managing all documentation associated therewith are the sole prerogative of attorneys enrolled with bar associations.

Furthermore, in the third paragraph of the same Article, it is stated that "Every person with the capacity to sue may prepare the documents for his/her own lawsuit, file suit in person, and conduct his/her own case file before courts".

However, again in the same Article it is mentioned that "Joint-stock companies with a registered capital equal to 5 (five) times or more of the minimum amount stipulated in Article 272 of the Turkish Commercial Code and building cooperatives with a membership number of 100 (one-hundred) or more are obliged to have/employ a contracted lawyer. Legal entities failing to comply with the provisions of this paragraph will be penalized by public prosecutors with a fine in the gross amount of one month's minimum wage, effective for workers in the industrial sector older than sixteen years of age on the date of the crime, for each month spent without a lawyer under contract''.

Therefore, there is no general obligation to have a contracted lawyer for all Joint Stock Companies. In order to interpret the expression of the registered capital amount which is equal to 5 (five) times or more stipulated in the Law No. 1136, the relevant Article of the Turkish Commercial Code should be examined.

Although Article 35/3 of the Law No.1136 refers to Article 272 in the former Turkish Commercial Code Law No.6762, such provision is protected with the Article 332 of the new Turkish Commercial Code No. 6102 ("TCC"), published at the Official Gazette with No. 27846, dated February 14, 2011.

As per to Article 322 of the TCC, minimum capital requirement is TRL 50,000.- (fifty-thousand-Turkish-Liras) for Joint Stock Companies.

In summary, joint stock companies that have a capital of TRL 250,000.- (two-hundred-fifty-thousand-Turkish-Liras) or more either need to employ a lawyer in their payroll or need to contract a lawyer on continuous basis for legal services.

Furthermore, this requirement arises when:

  • The legal entity status as a joint stock company with a registered capital of TRL 250,000.- or more is obtained; in other words after the registration of the incorporation of a joint stock company;
  • After the registration of the general assembly resolution minute of the joint stock company at the trade registry regarding to capital increase that increases the capital amount as to TRL 250,000.- or more.

The mandatory lawyer requirement for the joint stock companies was introduced first at 2001 then amended at 2008 and its application became clear at the end of 2011 (following a Constitutional Court decision).

Constitutional Court decision dated June 30, 2011, No. 2010/10 E. - 2011/11 K. clarifies the reason behind Article 35/3 of the Law No. 1136 by stating that joint stock companies with large share capitals involve notable conflicts of interest among their shareholders, employees and creditors and society. Therefore, it is important for such companies to be operated in a manner that complies with the applicable laws and maintain a fair balance between these competing interests. Consequently, implementation of the Article 35/3 of the Law No. 1136 for Joint Stock Companies is not found inconsistent with the Constitution.

Accordingly, in recent years Bar Associations started to follow up this matter, issued complaints to district attorneys' offices for penalization and the district attorney offices started to issue monetary penalties subject Misdemeanors Law; although many companies tried to invalidate such penalties with legal means of appeal, many failed and became subject to pay such penalties.

B. Administrative Fines Applied to Joint-Stock Companies Violating the Obligation to have a Contracted Attorney:

According to the Lawyers Minimum Fee Tariff published at the Official Gazette every year, the continuous legal service fee could not be below (net amount of) TRL 1,100.- per month for the year 2013; TRL 1,250.- for per month for the years 2014 and 2015; TRL 1,500 per month for the year 2016, TRL 1,650 per month for the year 2017 and TRL 1,815 per month for the year 2018.

However, in case the attorneyship fee is to be paid to a lawyer for the provided legal services is higher than annual fee amount foreseen by the Minimum Attorneyship Fee Tariff, the remaining amount should also be paid by the Joint Stock Company to the contracted lawyer.

In case the joint stock companies fail to obtain such legal services, a monetary penalty doubling the gross amount of such minimum monthly payment may be issued each year. This monetary penalty per annum for the year 2016 is TRL 39,528.-, TRL 42,660.- for 2017 and TRL 48,708.- for 2018.

Within the scope of this requirement, in case they receive a notice from a Bar Association, the Joint Stock Companies should reply within ten (10) days proving their contract with a lawyer (either in payroll or with an independent service contract) and the payments that they made.

Furthermore, if Joint Stock Companies have more than one (1) employed lawyer in their payroll, it is sufficient to submit only one (1) of such payroll information.

C. Legal Disputes

The governing jurisdiction is held by General Courts and the competent court of authority is (First Instance) Criminal Courts of Peace for resolving the legal disputes arising out of the administrative penalties issues against the joint stock companies that violate the obligation to have contracted lawyers.

Although the expression of "administrative penalty" may lead a to the perception that the settlement of the dispute should be held by Administrative Court jurisdiction, Court of Jurisdictional Dispute Decision No. 2014/1119 - E. 2014/1163 K. dated December 29, 2014 has clarified the governing jurisdiction as General Courts such legal disputes. This decision states that the Plaintiff as a Joint Stock Company was penalized by Prosecutor with an administrative fine however, such administrative fine is one of the administrative sanctions stated in the Article 16 of Misdemeanor Law No. 5326 and it was also noted that competent courts were not indicated for the objections to administrative fines by the Law No. 1136. Therefore, as per Article 17/4 of the Misdemeanor Law No. 5326, the provisions regarding to legal remedies against administrative sanctions shall be applicable unless otherwise specified. Accordingly, for the disputes arising out of such administrative sanctions, the governing jurisdiction is General Courts and the competent court is (First Instance) Criminal Courts of Peace in accordance with Article 27/1 of the Misdemeanor Law No. 5326.

D. Conclusion

Pursuant to Article 35/3 of the Legal Profession Law No. 1136, Joint stock companies that have a capital of TRL 250,000.- or more either need to employ a lawyer in their payroll or need to contract a lawyer on continuous basis for legal services. In case the joint stock companies fail to obtain such legal services, a monetary penalty shall be issued for each month spent without a lawyer under contract by public prosecutor within the territory of registered office of the company. This monetary penalty is TRL 3,555.- per month for the year 2017 and TRL 4,059.- per month for 2018.

Although it is criticized that such mandatory obligation imposed on Joint Stock Companies is not objective, legal and fair and it constitutes a contradiction to freedom of contract principle that is guaranteed under Constitution by forcing the companies to enter into agreement with lawyers, Constitutional Court decision dated June 30, 2011, No. 2010/10 E. and 2011/11 K. clarify this issue by stating that implementation of the Article 35/3 of the Law No. 1136 is not found inconsistent with the Constitution.

Therefore, joint stock companies that are subject to the obligation to employ or contract a lawyer, should do so in order to avoid such administrative fines.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions