Legal Due Diligence Process

Company Structure Establishment

Capital Increase

Establishment of Foundations and Associations

Company Liquidation and Shareholder Disputes

Commercial Registry Process

Preparation of Family Constitution

International Tax and Management Structuring

Regulatory Announcements

• Drafting and reviewing commercial contracts according to business needs

• Guidance on distribution and service agreements

• Ensuring our client's corporate structure complies with commercial regulations

• Structuring joint ventures

• Resolving commercial disputes through commercial litigation and/or negotiations

• Drafting and reviewing franchise agreements

• Supporting e-commerce and online business operations

• Company incorporation and registration

• Drafting and resolving disputes regarding shareholder agreements

• Organizing general assembly and board meetings, preparing meeting minutes

• Managing capital increases and decreases smoothly

• Drafting and updating company articles of association

• Ensuring our clients comply with all regulatory requirements

• Conducting comprehensive due diligence for mergers and acquisitions

• Structuring and negotiating M&A transactions

• Drafting and reviewing term sheets

• Drafting and reviewing share purchase agreements (SPAs)

• Shareholder agreements • Drafting and reviewing the (SHA) document

• Managing complex cross-border M&A transactions

• Advising on competition law and antitrust issues

• Post-acquisition integration consulting

• Support on transaction financing and security documents

• Providing escrow mechanisms

• Establishing Special Purpose Vehicles (SPVs)

• As part of our comprehensive legal due diligence process, we conduct an in-depth review of all legal aspects related to the target company or transaction. This process includes a rigorous review of corporate records, contracts, financial documents, regulatory compliance, and existing or potential litigation. The company's legal standing, the validity of its corporate structure, the enforceability of its agreements, and its compliance with relevant laws and regulations are assessed. Our team provides clients with clear and actionable information by identifying legal risks, liabilities, or responsibilities that could impact the transaction. We also evaluate intellectual property rights, real estate assets, employment issues, and other significant legal matters. Ultimately, we deliver a detailed due diligence report highlighting potential issues and offering recommendations for risk mitigation. Eyüboğlu Büyükatak has successfully managed high-value company acquisition processes.

• Eyüboğlu Büyükatak provides services for the design and implementation of a corporate framework tailored to a company's strategic goals, operational and compliance needs. We guide the company on the most appropriate legal structure type in line with its objectives and industry. Our team prepares and finalizes necessary documents such as the articles of incorporation, internal regulations, and shareholder agreements. We also define roles and responsibilities within the company, establish the board of directors, and create governance practices that promote accountability and transparency. We ensure the company's compliance with all regulatory requirements, handle registration with relevant authorities, and obtain necessary licenses. By creating a robust corporate structure, we help our clients mitigate risks, increase operational efficiency, and position themselves for sustainable growth.

Our law firm specializes in managing capital increase procedures for corporate clients. At the beginning of the process, we advise on the most suitable capital structure and prepare the necessary documents (such as board resolutions and amended articles of association). We organize the general assembly meeting to approve the capital increase and appoint a ministry representative to ensure compliance with Turkish law. After approval, we register with the Trade Registry Directorate, submit the necessary documents, and ensure the official recognition of the new capital structure. Our service streamlines the process and supports our clients' financial and strategic goals.

The establishment of a foundation in Türkiye is a highly specialized and sensitive area of law (only 94 foundations were established in 2023). We assist our clients in establishing legally compliant and operationally effective foundations by managing the complex legal and regulatory procedures involved.

Our process begins with providing guidance on the appropriate legal structure, taking into account the foundation's objectives, operational scope, and long-term vision. We prepare and finalize the foundation's charter, ensuring that it complies with all legal requirements and aligns with our clients' goals. This includes defining the foundation's purpose, governance structure, and the roles and responsibilities of the board members.

We then manage the execution of the foundation's charter before a notary public. Following this, we file the necessary applications with the competent Turkish courts to secure the legal recognition of the foundation. We also handle all procedures before the General Directorate of Foundations, ensuring that all regulatory approvals are obtained.

In addition, we assist in establishing the foundation's internal regulations, financial management, and reporting procedures to ensure full compliance with Turkish law. Our objective is to allow our clients to focus on their philanthropic missions while we handle all legal aspects of the foundation's establishment.

At Eyüboğlu Büyükatak, we initiate legal actions on behalf of our clients for the annulment of general assembly resolutions and meeting minutes. In addition, pursuant to the Turkish Commercial Code (TCC), we file lawsuits enabling our clients to exit shareholding structures that no longer provide any benefit to them.

Where justified grounds exist, we initiate company liquidation proceedings and request the appointment of a trustee (court-appointed administrator) to manage the company throughout the litigation process. Eyüboğlu Büyükatak has achieved a notably high success rate in handling such disputes.

At Eyüboğlu Büyükatak, we provide comprehensive legal services relating to all trade registry matters, including the appointment of authorized representatives and board members, establishment of branches, changes of registered address, and the implementation of company liquidation procedures.

For example, we manage all trade registry filings for our clients, including address changes, general assembly registrations, representative appointments, and branch registrations.

Eyüboğlu Büyükatak advises large family-owned businesses on corporate institutionalization and prepares family constitutions.

This process includes determining how ownership and management issues will be handled in the event of marriage, divorce, or death; establishing governance principles for the company; regulating the involvement of future generations in the business; and maintaining financial and managerial balance in companies owned by multiple families.

Eyüboğlu Büyükatak assists Turkish-based companies in establishing corporate structures in tax-efficient jurisdictions to achieve the most advantageous tax framework. Conversely, we assist foreign companies in benefiting from Türkiye's tax-friendly system by establishing branches or subsidiaries in Türkiye.

Although these services are often provided by financial advisors, Eyüboğlu Büyükatak's longstanding expertise enables us to provide comprehensive legal support in this area as well. One of the distinguishing features of our firm and our team is our academic work in corporate law and international tax structures across Europe, the United States, and the United Kingdom. This expertise allows us to provide preliminary guidance on foreign tax systems and to coordinate effectively with local counsel in the relevant jurisdictions.

We closely monitor legal developments and regulatory changes on a daily basis, particularly in the field of commercial law.

We provide our clients with concise and practical updates on significant legal developments through email and text messages, ensuring proactive and continuous communication.

As part of this process, in addition to client alerts, we prepare legal articles with contributions from all of our lawyers and trainee lawyers. These publications are maintained in our firm's publication archive and are regularly published on our website and LinkedIn. We also ensure that every member of our firm actively participates in and manages the legal writing process.