Joint Venture
"What are the legal structures for joint ventures in Turkey?"
Quick Answer
In Turkey, joint ventures are typically structured as contractual joint ventures or incorporated joint ventures (often a joint stock company or limited liability company). Key issues include governance, capital and funding, profit distribution, deadlock, competition compliance, and exit mechanisms.
Key Aspects Under Turkish Law
A joint venture in Turkey is usually implemented either through a contract between the parties or by establishing a company jointly owned by the partners. The main legal framework comes from the Turkish Code of Obligations for contractual arrangements and the Turkish Commercial Code No. 6102 for incorporated vehicles.
Key Points to Remember
- Incorporated joint ventures are commonly set up as a limited liability company (Ltd. Şti.) or a joint stock company (A.Ş.) under Turkish Commercial Code No. 6102
- Company based joint ventures require Trade Registry registration and properly drafted articles of association, and many key partner arrangements are added via a shareholders agreement
- Foreign investors can generally participate on equal terms, but certain sectors may have licensing, local partner, or approval requirements depending on the activity
- Critical clauses include governance and reserved matters, funding and dilution, IP and confidentiality, non compete, deadlock solutions, transfer restrictions, and exit options such as put call or drag along and tag along
Practical Considerations for Businesses
Before signing, parties usually align the term sheet, shareholders agreement, and articles of association so that decision making, profit distribution, information rights, and dispute resolution work together in practice.
Timelines and approvals vary based on the sector and structure. Early structuring can help avoid common pitfalls such as unenforceable transfer restrictions, governance deadlocks, or missing approvals for regulated activities.
Need Expert Legal Guidance?
Planning a joint venture in Turkey? We can help you choose the right structure, draft the shareholders agreement and articles, and build exit and dispute resolution mechanisms that fit your commercial goals.
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