In Turkish commercial law, the obligation to retain a lawyer in joint-stock companies is an important legal regulation introduced taking into account the economic scale and societal impact of companies. This obligation aims to protect both company interests and the national economy by ensuring that large-capital companies receive professional support in their legal transactions.
In 2025, this issue has become even more critical with capital increases and current regulations. Company owners and managers must fully understand and implement this legal obligation. Otherwise, they may face hefty administrative fines and jeopardise the legal security of their companies.
This regulation is not merely a legal requirement, but also an important protective mechanism that enables companies to minimise their risks by obtaining professional legal support. In today's business world, where large-scale joint-stock companies face complex legal processes, this requirement is of critical importance for the sustainable success of companies.
Legal Basis: Laws Regulating the Obligation to Retain a Lawyer
Article 35/3 of the Attorneyship Law No 1136
“Anyone with the capacity to file a lawsuit may prepare the documents pertaining to their own case, file their lawsuit personally and follow up on their matter. However, Turkish Commercial Code’Joint stock companies with a capital equal to or greater than five times the minimum capital amount stipulated in Article 272 of the [...] and building cooperatives with one hundred or more members are required to retain a contract lawyer.”
Article 332 of the Turkish Commercial Code No. 6102
Article 332 of the TCC regulates the minimum capital amount for joint-stock companies. According to this article: “The principal capital, representing the capital entirely committed in the articles of association, cannot be less than fifty thousand Turkish Liras.”
However, this amount was set by Presidential Decree No. 7887, published in the Official Gazette dated 25.11.2023 and numbered 32380, to be effective from 01.01.2024 £250,000‘has been increased to. Thus, the threshold capital amount for the requirement to retain a lawyer has also become, as of 2025, 1,250,000 TRY Done.
Which Joint-Stock Companies Are Obliged to Retain a Lawyer as of 2025?
Organisations subject to the obligation to retain a lawyer:
- initial share capital at the time of establishment 1,250,000 TRY and above joint-stock companies
- Joint-stock companies that reached this level through capital increase
- Building cooperatives with 100 or more members
Here principal capital It is taken into consideration, paid-up capital No. That is, even if only a part of the company's capital has been paid up, if the amount of the commitment set out in the articles of association exceeds this limit, an obligation arises.
Things outside of obligation:
- Limited companies (regardless of the amount of capital)
- ordinary partnerships
- Publicly traded companies subject to the registered capital system
- Turkish branches of foreign companies (excluding joint-stock companies registered in Turkey)
Start Time and Process of the Obligation
The starting point of the requirement to retain a lawyer varies depending on the type of company and the transaction:
Company Status | Start Time of the Obligation |
Capital of 1,250,000 TRY or more upon establishment | Date of registration with the trade registry |
Over 1,250,000 TRY through capital increase | Registration date of the capital increase resolution |
Capital increase through merger | Date of registration of the merger |
Important: Passing a general assembly resolution is not sufficient. The registration process must be completed before obligations begin. However, once registration has taken place, an administrative fine is imposed for every month the company spent without a lawyer.
Do Companies That Fail to Retain a Mandatory Lawyer Receive Penalties? (2025)
To joint-stock companies acting in breach of the obligation to retain a lawyer Article 35/3 of the Attorneys' Law pursuant to for each month separately an administrative fine shall be imposed.
- 2025 gross minimum wage: ₺26,005.50
- Fine amount: Two months' gross minimum wage = 52,011 TRY
- Sentence length: recalculated for every month spent without a lawyer
- Example: If there is a breach of obligation for 6 months: 6 x 52.011 = 312.066 TL a penalty is applied
This punishment Notification Law is served in accordance with the provisions of and Law on the Procedure for Collection of Public Receivables collected in accordance with.
Audits Conducted by Bar Associations and Process Management
Bar Associations regularly scan trade registry records to identify companies that fail to fulfil this obligation. The audit process generally operates as follows:
- Finding: Companies subject to the obligation are identified from the trade registry records.
- First notification: The company is asked via official correspondence whether it retains a lawyer.
- 10-day period: The company is given 10 days to respond.
- Document evaluation: The submitted documents (retainer agreement, receipt, payment slip, etc.) are examined.
- If there is any deficiency: A criminal complaint is filed with the Chief Public Prosecutor's Office.
- Disciplinary process: The prosecution service issues a separate penalty decision for each month.
The main documents requested by the bar association are as follows:
Lawyer Employment Type | Required Documents | Assessment Criteria |
Retainer Lawyer | retainer agreement, receipt, payment slip | Minimum wage requirement, effective date, has actual payment been made |
Lawyer registered with the SSI | social security registration, employment contract, payslip | Has the insurance premium been paid, is the lawyer actually working |
Replying late to the Baron's letters or submitting incomplete documents accelerates the penal process. Therefore, it is recommended that companies plan their obligations from the outset.
Frequently Asked Questions
Is there a requirement for limited companies to retain a lawyer?
No. The Attorneys’ Act No. 1136 only imposes an obligation on joint-stock companies of a certain nature and building cooperatives with more than 100 members. However, it is recommended that limited companies also retain a lawyer voluntarily due to legal risks.
What should be done after signing the contract?
The agreement must be drawn up in three copies and one must be notified to the bar association. In addition, a self-employment receipt must be issued in exchange for the legal services and the proof of payment must be retained.
Is the employment of lawyers registered with the SSI sufficient?
Yes, but documents such as the payslip, employment contract and social security premium declaration must be submitted to the bar association. It is compulsory for the lawyer to be a law graduate and registered with the bar association.
What happens if the lawyer falls ill or their contract terminates?
Until the contract with the new lawyer is made, the company remains under criminal liability. Continuity is essential.
Is the lawyer's fee subject to negotiation?
No. A fee below the Minimum Wage Tariff for Attorneys cannot be set. The minimum wage for 2025 is 32,000 TL.
Does this obligation exist for Turkish branches of foreign-headquartered companies?
No. However, joint-stock companies registered and operating in Turkey are subject to the obligation.
Why Should You Work with Azel Law?
At Azel Law and Consultancy, we are not just a service that fulfils legal obligations, but a strategic business partner providing legal support on your company's growth journey. Here are some strong reasons to choose us:
- Sectoral diversity: We have companies to which we provide services in many fields, from technology and construction to healthcare and e-commerce.
- Transparent approach to work: We manage all processes in a transparent and reportable manner.
- Compliance management: We ensure bar processes, document tracking, and contract compliance completely.
- Our dynamic team: We are working with a young, solution-oriented team capable of taking prompt action.
- Proactive approach: We take preventative measures before risks arise, supporting you not only during legal crises, but at all times.
Result
Having a retained lawyer in joint-stock companies is not merely a legal obligation; it is a strategic step in terms of protecting companies from risks, strengthening their legal infrastructure, and ensuring their secure growth.
As of 2025, joint-stock companies with a capital of 1,250,000 TRY and above are required to fulfil this obligation. Otherwise, they may face severe administrative fines and legal risks.
As the Azel Law team, we are by your side to ensure the legal security of your company and to manage this process thoroughly. Our legal advisory services for companies For more information, you can contact us and request a bespoke consultancy service for your business.
