Çukurambar Mah. 1465. Sok. No:5/23 Çankaya/Ankara | +90 551 939 66 88 | [email protected]
As of 2026, joint stock companies (anonim şirket) in Turkey whose registered capital is TRY 1,250,000 or higher are still obliged to retain a contracted (retainer) lawyer. This obligation does not arise from the Turkish Commercial Code (TCC), but directly from Attorneyship Law (Avukatlık Kanunu) article 35/3.
Below, we will examine step by step the capital threshold, the 2026 penalty amount, and the critical practical points. Let’s start with Short Answers to the Most Frequently Asked Questions for 2026.
Is a Lawyer Mandatory for Joint Stock Companies in Turkey in 2026?
Yes. In 2026, the obligation to retain a lawyer for joint stock companies in Turkey covers companies whose registered capital is TRY 1,250,000 or higher; there is no such obligation for companies below this threshold.
Is a Lawyer Mandatory for Joint Stock Companies Below TRY 1,250,000?
No. For joint stock companies whose registered capital is below TRY 1,250,000, no obligation arises under Attorneyship Law article 35/3.
Who Imposes the Penalty for Not Retaining a Lawyer?
Based on the bar association’s detection and notification, the administrative fine is imposed by the public prosecutor.
For How Many Months Is the Penalty Applied?
For every month in which the company fails to comply with its obligation, a separate fine is imposed. For 2026, the monthly amount is TRY 66,060.
Are Members of the Board of Directors Liable?
Yes, they can be. If the failure to comply with the obligation to retain a lawyer causes damage to the company, the liability of board members may arise under TCC article 369 and TCC article 553.
Is a Salaried (In-House) Lawyer Sufficient?
No. The law is not based on a salaried (employee) lawyer, but on a “contracted (retainer) lawyer” who works under a written continuous legal services agreement notified to the bar association. Therefore, simply employing a salaried lawyer does not by itself satisfy the statutory obligation.
Key Figures for 2026
Thus, for joint stock companies in Turkey, not retaining a lawyer is, in most cases, financially more costly than working with one.
The obligation of joint stock companies in Turkey to retain a lawyer is regulated under Attorneyship Law (Avukatlık Kanunu) article 35/3. In summary, the provision states that joint stock companies whose capital exceeds five times the minimum registered capital stipulated in the Turkish Commercial Code must retain a contracted lawyer.
Points to note:
This regulation aims to ensure that joint stock companies in Turkey have a corporate-level legal control and risk management mechanism.
The main determining factor for the obligation to retain a lawyer in joint stock companies is the capital threshold. Attorneyship Law article 35/3 does not specify a fixed amount but refers to five times the minimum registered capital stipulated in the Turkish Commercial Code (TCC).
Therefore, the calculation consists of two steps:
2.1. Current Minimum Registered Capital (2026)
Under TCC article 332, the minimum registered capital for joint stock companies is regulated, and it may be increased by the President. Pursuant to Presidential Decision No. 7887:
The effective date of this decision was clarified as 01.01.2024 by a correction published in the Official Gazette. These amounts remain valid as of 2026.
2.2. Threshold Calculation for 2026
Pursuant to Attorneyship Law article 35/3:
Threshold = 5 × minimum registered capital under the TCC
Calculation:
250,000 × 5 = 1,250,000 TRY
Accordingly, joint stock companies in Turkey with registered capital of TRY 1,250,000 or higher are obliged to retain a contracted lawyer in 2026. The critical point here is that the registered capital shown in the trade registry is taken as the basis.
2.3. What Is “Registered Capital”?
“Registered capital” means:
It is not the actually paid-in capital that matters; what counts is the capital registered in the trade registry. Therefore, if:
the registered amount will still be taken into consideration for the threshold calculation.
2.4. Threshold Assessment in the Registered Capital System
For joint stock companies in Turkey that have adopted the registered capital system, the situation is more technical. In this system, three concepts are important:
Since Attorneyship Law article 35/3 refers to the concept of “registered capital”, there may be doctrinal debate as to whether, in the registered capital system, the threshold should be calculated on the basis of:
In practice, issued capital registered in the trade registry is mostly taken into account. However, each company structure must be assessed individually. For this reason, joint stock companies in Turkey that have adopted the registered capital system are advised to have their threshold status evaluated through specialized legal analysis.
2.5. Does the Obligation Arise After a Capital Increase?
Yes. If the company’s capital is increased later and the TRY 1,250,000 threshold is exceeded, the obligation to retain a lawyer arises as of the date of registration of the capital increase. The obligation is not retroactive for previous periods.
For this reason, particularly:
must check carefully whether they cross the threshold.
2.6. Law No. 7511 and the 2026 Transition Period
Under the temporary article added to the TCC by Law No. 7511, joint stock companies whose capital falls below the new minimum capital requirement must increase their capital to the new minimum level by 31.12.2026.
This regulation does not directly regulate the obligation to retain a lawyer but may lead to the following consequences:
Therefore, 2026 can be considered a “threshold transition year” for many joint stock companies in Turkey.
2.7. Critical Practical Point
The biggest mistake companies make is:
“We are a small company; the obligation shouldn’t apply to us.”
However, if the registered capital shown in the trade registry exceeds TRY 1,250,000, the obligation arises even if the company’s actual operations are small.
Therefore, the threshold must always be checked via:
Under Attorneyship Law article 35/3, the administrative fine is based on twice the gross minimum wage in force on the date of the offence.
Calculation:
33,030 × 2 = TRY 66,060 per month
This fine is applied for every month in which the company continues to violate its obligation.
66,060 × 12 = TRY 792,720
This amount represents a serious financial risk, especially for medium and large-scale joint stock companies in Turkey.
According to the 2026 Attorneyship Minimum Fee Tariff of the Union of Turkish Bar Associations (Türkiye Barolar Birliği):
45,000 × 12 = TRY 540,000
Comparison with the penalty:
Situation | Monthly | Annual |
Contracted (retainer) lawyer | TRY 45,000 | TRY 540,000 |
No lawyer (penalty) | TRY 66,060 | TRY 792,720 |
The difference is approximately TRY 252,720 per year.
No. Attorneyship Law article 35/3 provides this obligation only for joint stock companies (anonim şirket). There is no equivalent mandatory lawyer provision for limited liability companies (limited şirket).
However, from a legal risk management perspective, it is still important for limited liability companies in Turkey to obtain regular legal consultancy.
A “contracted lawyer” means a lawyer:
Under Attorneyship Law Regulation article 73/A:
Under Regulation article 73/C:
In addition, the administrative fine is imposed by the public prosecutor. Therefore, the approach of “Who is going to check anyway?” does not provide legal security.
In practice, the most frequent mistakes seen in joint stock companies in Turkey are:
These mistakes often result in administrative fines.
The mandatory lawyer obligation in joint stock companies is not just a financial sanction. Under the TCC:
If non-compliance causes damage to the company, the liability of board members may be discussed. This issue is particularly examined during:
In a decision of the 7th Criminal Chamber of the Court of Cassation (Yargıtay 7. Ceza Dairesi), it was held that a decision regarding failure to retain a contracted lawyer for a company that had been deregistered by way of merger was not lawful.
Therefore, the following must be examined:
Under the temporary article added to the TCC by Law No. 7511, joint stock companies whose capital falls below the new minimum capital threshold will be deemed dissolved (infisah) if they do not increase their capital to the new minimum by 31.12.2026.
This may result in many companies, after a capital increase, entering the scope of the mandatory lawyer obligation.
One of the most frequently asked questions by company executives in Turkey in 2026 is:
“Can the administrative fine imposed for failure to retain a lawyer be annulled?”
Yes, under certain conditions, it is possible to challenge the administrative fine. If the penalty imposed for non-compliance with the obligation to retain a lawyer is unlawful, it can be challenged before the Penal Judge of Peace (Sulh Ceza Hakimliği).
Which Court Is Competent?
For administrative fines imposed under the Attorneyship Law, the competent authority is:
Time Limit for Application
In Which Situations Can the Penalty Be Annulled?
Each case must be assessed on its own facts. However, in practice, the most common grounds for annulment are:
a) Registry Record Deleted or Suspended
If:
the legal basis of the penalty may become questionable. The obligation applies only to active joint stock companies above the threshold.
b) Incorrect Capital Threshold Calculation (Critical Point for 2026)
As of 2026:
If:
the penalty imposed may be unlawful. Technical calculation errors are particularly common in companies subject to the registered capital system.
c) Incorrect Determination of the Penalty Period
In audits conducted by bar associations:
If the company had a lawyer agreement in place for a given period, no penalty can be imposed for that period. The administration must clearly indicate the penalty period.
d) Irregular Service of the Decision
If the penalty:
then the time limits may not start, and the penalty may be annulled.
e) Disproportionality and Lack of Legal Reasoning
For administrative fines:
Penalties imposed through abstract and standard texts, without a concrete legal basis, may be annulled upon judicial review.
In joint stock companies in Turkey, the mandatory lawyer obligation is a key indicator in:
Failure to retain a mandatory lawyer may be interpreted as a lack of corporate maturity.
No. An in-house (salaried) lawyer and a contracted (retainer) lawyer are not the same, and employing an in-house lawyer alone does not fulfil the obligation under Attorneyship Law article 35/3.
Article 35/3 stipulates that joint stock companies exceeding a certain capital threshold must retain a “contracted lawyer” – this is a technical concept.
Who Is an In-House (Salaried) Lawyer?
In this case, the lawyer is subject to the Labour Law as an employee.
Who Is a Contracted (Retainer) Lawyer?
Under Regulation article 73/A, the agreement must be in writing and notified to the bar.
Key Differences
In-House (Salaried) Lawyer | Contracted (Retainer) Lawyer |
Employee status | Self-employed professional status |
SGK-registered staff | Legal services agreement notified to bar |
Subject to employment law | Subject to attorneyship agreement |
Not sufficient by itself | Satisfies the statutory obligation |
The most common mistake in practice is the assumption:
“We already have a company lawyer on salary.”
If there is no continuous legal services agreement notified to the bar association, the risk of an administrative fine remains.
No. The law requires at least one contracted lawyer.
However:
may work with more than one lawyer depending on their workload.
Legal obligation vs. risk management:
Especially in investment processes, a single-lawyer structure may be considered insufficient. This should be assessed from a compliance and risk management perspective.
This is a critical issue for investors and board members.
TCC Article 369 – Duty of Care
Board members must perform their duties:
TCC Article 553 – Liability
If the company suffers damage due to acts contrary to the law, board members who are at fault may be liable for such damage.
What Is the Risk Here?
If:
then the liability of board members may be discussed.
Especially during:
“Compliance with the mandatory lawyer obligation” is checked. Therefore, this issue is not only an administrative fine, but also a corporate governance risk.
A frequently asked question in practice is:
“How does the bar association detect this?”
How Does the Audit Mechanism Work?
Bar associations and relevant authorities can detect non-compliance through:
a) Trade Registry Review
b) MERSİS Inquiry
c) Social Security (SGK) Record Check
This distinction can be made.
d) Bar’s Ex Officio Investigation Power
Bar associations can conduct ex officio investigations and request information from the company.
e) Complaint Mechanism
Notifications can be made by:
“How Would I Get Caught?”
Many companies assume they will not be detected. However:
Therefore, the risk is much higher than most companies think.
The obligation to retain a lawyer for joint stock companies in Turkey:
In 2026, for joint stock companies whose capital is TRY 1,250,000 and above, compliance with the mandatory contracted lawyer obligation has become a legal and commercial necessity to avoid both financial penalty risks and corporate reputation risks.
Assessing whether your capital structure falls within the mandatory lawyer threshold for 2026 may require a technical legal analysis, especially for joint stock companies in Turkey that have adopted the registered capital system.
Our Ankara-based law firm provides corporate legal consultancy on:
To receive a legal risk analysis tailored to your company’s specific situation and detailed information about the contracted lawyer process, you may contact KELEŞ Law & Consultancy Office.
1) Is it mandatory to retain a lawyer for joint stock companies in Turkey in 2026?
Yes. As of 2026, joint stock companies in Turkey with registered capital of TRY 1,250,000 or higher are obliged to retain a contracted lawyer under Attorneyship Law article 35/3. This obligation does not depend on the number of lawsuits, business activity or number of employees; crossing the capital threshold is sufficient.
2) Is there an obligation for joint stock companies below TRY 1,250,000?
No. For joint stock companies whose registered capital is below TRY 1,250,000, no mandatory contracted lawyer obligation arises under Attorneyship Law article 35/3. However, from a legal risk management perspective, obtaining legal advice is still strongly recommended.
3) Is there a mandatory lawyer obligation for limited liability companies?
No. The current regulation only covers joint stock companies (anonim şirket). Limited liability companies (limited şirket) are not subject to the same statutory obligation to retain a lawyer.
4) How is the capital threshold calculated?
The capital threshold is calculated as five times the minimum registered capital stipulated in the Turkish Commercial Code. As of 2026:
5) Which is taken into account – registered capital or paid-in capital?
The registered capital in the trade registry is taken into account. The relevant amount is the capital recorded and announced in the registry, not the capital that has actually been paid in.
6) How is the threshold determined in joint stock companies with the registered capital system?
In joint stock companies in Turkey that have adopted the registered capital system, there are three concepts:
In practice, issued capital registered in the trade registry is generally used as a basis. Nevertheless, a case-specific legal assessment is required depending on the corporate structure.
7) What is the penalty amount for not retaining a lawyer in 2026?
For 2026, the monthly administrative fine is TRY 66,060. This amount is applied separately for each month of non-compliance. The fine is calculated based on twice the gross minimum wage in effect on the date of the offence.
8) What can the total annual fine be?
Based on a monthly amount of TRY 66,060, the theoretical annual penalty risk can reach TRY 792,720. This is higher than the annual cost of retaining a contracted lawyer in many cases.
9) Who imposes the penalty for not retaining a lawyer?
Upon notification by the bar association, the public prosecutor imposes the administrative fine. The process is in the nature of an administrative sanction.
10) Can the penalty be applied retroactively?
In principle, the fine can be imposed for each month from the date when the obligation started. However, in retroactive calculations, the start date of the obligation, service of the decision, and facts of the case are highly important.
11) If an agreement is later signed with a lawyer, are past penalties automatically removed?
No. Once a violation has occurred, entering into an agreement later does not automatically eliminate the past periods. However, if the penalty period has been incorrectly determined, it may be possible to challenge the fine.
12) Is an in-house (salaried) lawyer sufficient?
No. An in-house (employee) lawyer is not the same as a contracted lawyer as required by the law. The agreement must be written, must cover continuous services, and must be notified to the bar association.
13) What is a contracted (retainer) lawyer?
A contracted lawyer is:
14) Is it mandatory to retain more than one lawyer?
No. The law requires at least one contracted lawyer. However, companies with a high workload may, for compliance and risk management reasons, work with two or more lawyers.
15) If the company has no lawsuits, is a lawyer still mandatory?
Yes. The obligation does not depend on the number of lawsuits. The aim is to set up a continuous legal consultancy and control mechanism at corporate level, not merely to handle litigation.
16) When does the obligation start after a capital increase?
If, following a capital increase, the company exceeds the TRY 1,250,000 threshold, the obligation begins as of the date when the capital increase is registered with the trade registry.
17) Are members of the board of directors liable?
Yes. Under TCC article 369 (duty of care) and TCC article 553 (liability), if the failure to comply with the statutory obligation causes damage to the company, the liability of board members may arise.
18) Can the penalty for not retaining a lawyer be challenged?
Yes. The penalty can be challenged within 15 days from the date of service by applying to the Penal Judge of Peace (Sulh Ceza Hakimliği). The time limit is peremptory.
19) How is the audit carried out and how does the bar detect non-compliance?
The audit process is conducted through:
Since capital information is publicly accessible, non-compliance can be detected digitally.
20) Can this obligation change in 2026 or later?
If the minimum capital requirement is increased, the threshold will also automatically increase. For this reason, companies must regularly monitor both their capital structure and legislative changes.
