The Mandatory Lawyer Requirement for Joint Stock Companies in Turkey
A Turkish joint stock company (anonim şirket) must keep a lawyer on a continuous retainer once its share capital reaches 1,250,000 TL, and missing this rule triggers an administrative fine for every month without one. The duty comes from the Attorneys Act, not the Commercial Code, and it applies to foreign-owned companies on exactly the same terms. Here is who is caught, how much the fine costs, and how to stay compliant.
Does your joint stock company need a lawyer on retainer?
Yes, if it is a joint stock company (anonim şirket / A.Ş.) and its share capital reaches the threshold. Turkey is one of a small number of jurisdictions that legally compels certain companies to keep a lawyer engaged on an ongoing basis, whether or not the company is in any dispute. The duty comes from Article 35, paragraph 3 of the Attorneys Act (Avukatlık Kanunu, Law No. 1136) — not from the Turkish Commercial Code (TTK, Law No. 6102).
The rule is simple in principle. A covered company must either (a) employ a lawyer on its payroll, or (b) sign a retainer for continuous legal services with an outside lawyer or firm. This is a standing obligation for as long as the company stays above the threshold; it is not a one-off filing you complete at incorporation and forget.
If you are a foreign investor, the key point is that a foreign-owned anonim şirket is treated exactly like a Turkish-owned one. Who owns the shares makes no difference to whether the rule applies.
Which companies are covered, and the capital threshold
The obligation applies only to the joint stock company (anonim şirket / A.Ş.) form. It does not apply to the limited liability company (limited şirket / Ltd. Şti.), no matter how large that company grows. It also covers building cooperatives (yapı kooperatifi) with 100 or more members, but that limb sits outside ordinary corporate practice.
For an A.Ş., the trigger is tied to a multiple of the minimum capital needed to incorporate one. The requirement bites once the company's capital equals or exceeds five times the statutory minimum A.Ş. capital.
- Since 1 January 2024, the minimum capital to form a joint stock company is 250,000 TL (raised from 50,000 TL by Presidential Decree).
- Five times that figure puts the mandatory-lawyer threshold at 1,250,000 TL of capital.
So a small, newly formed A.Ş. sitting at the 250,000 TL minimum is not caught. A more substantial company — or one that has increased its capital past 1,250,000 TL — is.
| Company type | Caught by Article 35/3? |
|---|---|
| Joint stock company (A.Ş.) below 1,250,000 TL capital | No |
| Joint stock company (A.Ş.) at or above 1,250,000 TL capital | Yes — lawyer required |
| Limited liability company (Ltd. Şti.), any size | No |
| Building cooperative with 100+ members | Yes — lawyer required |
Because both the minimum capital and the threshold are set by decree and have changed before, always confirm the figure in force on the relevant date. As of June 2026 the trigger is 1,250,000 TL of capital. A Turkish lawyer can check your company's exact position.
Mind the two different deadlines (capital top-up vs. lawyer threshold)
The same 2024 decree created a second, unrelated deadline that foreign owners often confuse with the lawyer rule. Both involve A.Ş. capital, so it is worth separating them clearly.
- Capital top-up to 250,000 TL: joint stock companies formed before 2024 with capital below 250,000 TL must raise it to the new minimum by 31 December 2026 or risk being deemed dissolved.
- Lawyer threshold at 1,250,000 TL: a separate, much higher line that triggers the standing-lawyer duty under Article 35/3.
Payroll lawyer vs. contracted (retainer) lawyer
A covered company can satisfy Article 35/3 in either of two ways, and the choice is the company's:
- Employed lawyer: a Turkey-barred attorney is hired as a salaried employee. This suits larger groups with a steady volume of legal work.
- Contracted lawyer (sözleşmeli avukat): the company signs a continuous-service retainer with an outside lawyer or law firm. This is the more common and flexible route, especially for foreign-owned companies that want an English-speaking firm handling corporate matters.
Either way, the engagement must be continuous. A one-off mandate for a single case or filing does not discharge the duty. The retainer should be a genuine standing arrangement, properly documented, so the company can show compliance if it is ever questioned. A standing retainer also covers the ongoing legal work a growing company needs — continuous contract and commercial advice, employment matters, regulatory filings, and corporate and M&A support on capital changes.
Must it be a Turkish lawyer? Can foreign or in-house counsel count?
It must be a lawyer admitted to a bar in Turkey (an avukat registered with a baro). A foreign-qualified lawyer, your overseas general counsel, or an in-house adviser who is not a member of a Turkish bar does not satisfy Article 35/3.
This is a common worry for foreign groups that already have legal staff abroad. Those colleagues can of course stay involved, but the standing engagement that discharges the Turkish obligation has to be with a Turkey-barred attorney — whether on payroll or on a contracted retainer. For most foreign-owned companies, an English-speaking Turkish firm bridges both needs at once.
How much is the fine for not having a lawyer?
The sanction under Article 35/3 is an administrative fine that accrues for every month the company stays out of compliance. The statute sets each month's fine at the two-month gross amount of the minimum wage (worded in the law as the minimum wage for workers over 16 in the industrial sector, which today equals the general minimum wage).
Two features make this expensive fast:
- It is recurring — the longer the gap, the larger the cumulative liability.
- It is tied to the minimum wage, so it rises automatically each time the minimum wage is raised.
Set against a continuous retainer, the fine is the more costly path for most covered companies, and it buys you nothing. Foreign investors who incorporate an A.Ş. and then cross the threshold — often through a capital increase — should put a retainer in place promptly rather than wait for a notice.
Who enforces it and how you would find out
Compliance is checked through the bar association (baro) and the public prosecutor's office (Cumhuriyet savcılığı). When a contracted or employed lawyer is engaged, the retainer is registered or notified to the local bar, which keeps a record of which companies have a standing lawyer.
Where a covered company appears to have no lawyer, the matter is referred on and the administrative fine is imposed for each non-compliant month. In practice, registering the retainer with the bar is both how you comply and how you create proof of compliance, so keep the documentation current.
When is your company "caught" after a capital increase?
The duty attaches to the company's capital, so a capital increase is the usual trigger. The moment your registered capital reaches 1,250,000 TL, the company falls within Article 35/3 and should have a lawyer engaged.
Do not treat the fine as something that starts only after an inspection. The cleanest approach is to have the retainer signed and, ideally, notified to the bar before the capital increase is registered, not after. If you are planning a raise — for a new investor, a debt-to-equity conversion, or to meet other regulatory minimums — fold the retainer into the same workstream so there is no gap.
What this means for foreign-owned companies
If you are a foreign investor setting up in Turkey, build the lawyer requirement into your structuring from the outset:
- Entity choice: the duty attaches to the A.Ş. form, not the Ltd. Şti. Many foreign founders still choose the A.Ş. for its share-transfer flexibility and capital-markets potential — just budget for the standing retainer if you will be above the threshold. See our overview of setting up a joint stock company in Turkey.
- Capital planning: a capital increase can quietly push you over the 1,250,000 TL line. Review the threshold whenever you change capital, and coordinate any cross-border deal with corporate and M&A support.
- Ongoing benefit: beyond bare compliance, a standing retainer gives continuous access to advice on contracts, employment, regulatory filings, and debt recovery and enforcement — the disputes a covered A.Ş. routinely faces.
Our team advises foreign clients in English across the full lifecycle of a Turkish company. To check whether your A.Ş. is caught by Article 35/3 and to arrange a compliant retainer, contact Lexin Legal or review our company formation service.
Staying compliant: a practical checklist
- Confirm your company is a joint stock company (A.Ş.); the rule does not apply to limited companies.
- Check your registered capital against the threshold in force (1,250,000 TL as of June 2026).
- If you are at or above the threshold, engage a Turkey-barred lawyer — employed or on a written continuous-service retainer.
- Have the engagement notified to the local bar association and keep the documentation.
- Re-check the threshold and the engagement after any capital increase, and confirm the current minimum-wage-linked penalty figure when budgeting.
Frequently asked questions
Do all companies in Turkey have to keep a lawyer?
No. The Article 35/3 obligation applies only to joint stock companies (anonim şirket) whose capital reaches the threshold, which is 1,250,000 TL as of June 2026, and to building cooperatives with 100 or more members. Limited liability companies (limited şirket) and smaller joint stock companies are not covered.
Can I use an outside law firm instead of hiring an employee?
Yes. A covered company can comply either by employing a lawyer or by signing a continuous-service retainer (sözleşmeli avukat) with an outside lawyer or firm. The retainer route is common for foreign-owned companies that want English-language corporate support. A one-off mandate for a single case does not count.
What is the penalty if my joint stock company has no lawyer?
An administrative fine equal to two months of the gross minimum wage accrues for each month the company is non-compliant. Because it recurs monthly and is tied to the minimum wage, the liability grows quickly the longer the gap continues. Confirm the current figure when budgeting, as the minimum wage is revised regularly.
Can a foreign lawyer or our overseas in-house counsel satisfy the requirement?
No. The lawyer must be admitted to a bar in Turkey (an avukat registered with a baro). A foreign-qualified lawyer or an overseas in-house adviser cannot discharge the Article 35/3 duty, although they can stay involved alongside the Turkish-barred lawyer who holds the standing engagement.
Does this rule apply to foreign-owned companies?
Yes. A joint stock company incorporated in Turkey is subject to Article 35/3 regardless of whether its shareholders are Turkish or foreign. Foreign-owned companies above the threshold must keep a lawyer on the same terms as any Turkish-owned one.
Why is the threshold sometimes quoted as 250,000 TL?
That figure is the minimum capital to form an A.Ş., not the lawyer threshold. The mandatory-lawyer threshold is five times that minimum. Since the minimum capital rose to 250,000 TL on 1 January 2024, the lawyer-requirement threshold moved to 1,250,000 TL. Always confirm the current figures, as they are revised by decree.
