Old board election
If more than three years have passed since the last board election of an A.Ş. and no new election was published, ask for the latest general assembly resolution and signature circular.
How-to · Legal due diligence
How to run legal due diligence on a Turkish company
Legal due diligence on a Turkish company starts with its registry identity, then checks the current articles of association, capital history, board and signing authority, shareholders, adverse notices such as konkordato, bankruptcy or liquidation, and sanctions lists. Each finding is cited to the dated registry notice; what the registry does not show is requested from the company.
- Eight-step checklist
- Every legal point with its article
- Not legal advice
Last reviewed · Ulawk editorial team
Method
Due diligence in eight steps.
Order matters: a search run before the identity is fixed can return the records of a different company.
A registry entry binds everyone from the business day after publication.
Under the Turkish Commercial Code (TTK art. 36) third parties cannot claim they did not know an entry that has taken effect. Due diligence is therefore built on the published notices, each finding tied to one.
Fix the identity
Full trade name, company type (A.Ş. joint-stock or Ltd. Şti. limited), registry office, registry number and tax number. A change of trade name or a move of head office can change the identity; collect notices published under the earlier name and number too.
Rebuild the current articles
Apply every amendment, in order, to the text adopted at incorporation: objects, capital and share classes, privileges, transfer restrictions, board structure and representation clauses.
Trace the capital
Capital at incorporation, increases, decreases and any authorised-capital ceiling. In a capital decrease creditors are called three times, seven days apart (TTK art. 474); note those notices.
Verify management and signing authority
Board members or managers in office, their terms (at most three years in an A.Ş., TTK art. 362), sole or joint signature, any internal directive and the signature circular. Check who was authorised on the date of the transaction.
Map the shareholders
Share transfers in a limited company are registered and published; in a joint-stock company they are entered in the share register and usually not published. Follow corporate shareholders up the chain to the beneficial owner.
Search for adverse notices
Konkordato (court-supervised restructuring), bankruptcy, liquidation and deletion; mergers, demergers and conversions. Note the date, the court or registry office and any running deadline.
Screen sanctions and debarment lists
Screen the company, its officers and shareholders on UN, EU, UK, US and Turkish lists, and check procurement and funding debarments separately. A matching name is not an identification.
Write the report with sources
Footnote every finding with the notice date, issue and page; write "not in the records" where nothing was found, and do not guess. Request documents for what the registry does not show.
Document requests
What the registry does not show, and where to get it.
Registry notices give a wide picture but not a complete one. The items below come from the company or from another public body.
| Information | Why it is not in the notices | Where to get it |
|---|---|---|
| Current shareholders of an A.Ş. | Registered share transfers are entered in the share register (TTK art. 499) | Share register, attendance list of the last general assembly |
| Specimen signatures | A notice shows authority, not signatures | Notarised signature circular |
| Lawsuits and enforcement files | Not published in the registry | Company disclosure and counsel search |
| Tax and social security debt | Not a registry matter | Recent debt letters from the company |
| Material contracts and security | Not a registry matter | The data room |
| Real estate | Kept in the land registry | Land registry extract |
Red flags
Flags to put at the top of the report.
None of them decides the matter on its own; each is a question for the company.
Many changes in a short time
Management, ownership, address and trade name changing within a few months.
Capital decrease
Check the creditor notices and the reason for the decrease.
Konkordato or bankruptcy
Creditor deadlines run from the notice of the temporary respite.
New name or new seat
Contracts and records under the earlier identity are easy to miss.
Possible sanctions match
Confirm a name match with date of birth, nationality and address.
With Ulawk
Due diligence with Ulawk
Add the company by trade name or registry number and Ulawk collects its notices and builds a sourced profile. The following are on the company profile.
DD report (PDF and Word)
Identity and check summary, articles of association, current and past officers, shareholders and capital history, sanctions and debarment screening, adverse notices, KAP disclosures, trademarks and patents; every fact footnoted to its source notice.
Ask about this company
Ulawk Assistant answers only from that company's records and shows the notice behind each answer; when the records do not say, it says so.
Verification report
Identity, officers and capital with their source notices, as a sealed PDF.
Who was in office on a given date?
Pick a date to see the officers and manner of representation in force that day.
New notice alerts
After the review, new notices of the company arrive by e-mail.
How far back should due diligence go?
For the articles and capital, from incorporation; for management and representation, at least from the last election. If the trade name or seat changed, include notices under the earlier identity.
Does a due diligence report replace a legal opinion?
No. The report compiles the registry record with its sources; the legal assessment of the transaction is for counsel.
Can I see the current shareholders of an A.Ş. in the notices?
Usually not. Share transfers in a joint-stock company are entered in the share register and not published; the founders and the sole shareholder of a single-shareholder company are published (TTK art. 338). Ask for the share register.
Who can download the Ulawk DD report?
The owner of the account that follows the company; once the profile is ready it is downloaded as PDF or Word from the actions menu on the company profile.
Official sources
- Turkish Commercial Code (TTK, Law 6102)mevzuat.gov.tr↗
- Enforcement and Bankruptcy Law (İİK, Law 2004)mevzuat.gov.tr↗
- Public Disclosure Platform (KAP)kap.org.tr↗
This page is general information, not legal advice.
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