Best Investment & Business Structuring Lawyers in Bursa

About Investment & Business Structuring Law in Bursa, Turkey

Investment and business structuring in Bursa follows national Turkish law, with regional application through Bursa's local authorities and Organized Industrial Zones (OSBs). It covers how to form, operate, restructure and exit a business, including foreign direct investment, corporate governance, and regulatory compliance. Bursa-specific considerations include OSB incentives, local licensing, and interaction with Bursa Trade Registry procedures.

Practitioners in Bursa must navigate corporate forms, such as limited liability companies and joint stock companies, as well as cross-border structures. The rules aim to balance investor protections, local employment and tax obligations, and public policy goals. A qualified lawyer can align your structure with current laws and Bursa OSB requirements to avoid later disputes.

Why You May Need a Lawyer

• Setting up a Bursa-based company with a foreign investor: A lawyer helps select the right entity type, draft formation documents, and file with the Bursa Trade Registry to ensure compliance with local and national rules.
• Applying for investment incentives in Bursa OSBs: A lawyer assists with eligibility assessments, preparing incentive applications, and coordinating with the Investment Office and OSB administration.
• Drafting and negotiating shareholders agreements for a Bursa venture: A lawyer ensures governance, transfer restrictions, and exit mechanisms reflect the parties’ intentions and Bursa law.
• Conducting due diligence for an acquisition in Bursa: A lawyer coordinates asset- and share-based due diligence, reviews title deeds, and uncovers hidden liabilities before signing a deal.
• Ensuring regulatory compliance for manufacturing in Bursa OSBs: A lawyer maps licensing, environmental permits, and local inspection requirements to prevent delays.
• Managing cross-border restructures or mergers involving Bursa entities: A lawyer coordinates multi-jurisdictional filings, tax registrations, and post-merger integration under Turkish law.

Local Laws Overview

The Turkish legal framework governing investment and business structuring includes key statutes on foreign investment, corporate formation, and capital markets. These laws apply across Bursa and are implemented through national ministries and the Bursa Trade Registry. It is essential to review current versions and any recent amendments when planning a Bursa-based structure.

Law on Foreign Direct Investment (Law No. 4875) governs foreign investment eligibility, ownership rights, and applicable incentives. The law is designed to facilitate direct investment while ensuring compliance with Turkish regulations. In Bursa, eligible projects can access national and OSB incentives upon meeting conditions set by the Investment Office.

Turkish Commercial Code No. 6102 regulates company formation, governance, shareholder rights, and corporate actions. It provides the framework for setting up limited liability companies and joint stock companies in Bursa and requires proper registration with the Bursa Trade Registry. The code came into broad effect in 2012 and remains a cornerstone of corporate structuring.

Capital Markets Law No. 6362 governs public offerings, market participants, and related disclosure requirements. It is relevant for Bursa-based companies seeking access to capital markets or dealing with publicly traded entities. This law shapes how investment funds, brokers, and listed companies operate in Bursa and nationwide.

Source: Official Turkish publications and government guidance - Official Gazette (resmigazete.gov.tr) and Invest in Turkey (invest.gov.tr) provide authoritative text and summaries of these laws.

For practical guidance on incentives and investment steps, see the official government pages on investments in Turkey: invest.gov.tr and resmigazete.gov.tr for the current texts and amendments.

Frequently Asked Questions

What is the basic purpose of investment structuring in Bursa, Turkey?

Investment structuring organizes ownership, control, tax, and regulatory compliance for Bursa-based projects. It determines entity type, governance, and eligibility for incentives. A clear structure helps manage risk and facilitates long-term growth.

How do I start a company in Bursa for a foreign investor?

Start by choosing an entity type (for example, a limited liability company or joint stock company). Then prepare the articles of association, appoint directors, and file with the Bursa Trade Registry. A local attorney can coordinate documents and ensure compliance with national and Bursa-specific rules.

When should I hire a lawyer during the investment process in Bursa?

Engage a lawyer before signing any term sheets or letters of intent. A lawyer can review key agreements, assess regulatory hurdles, and prepare necessary filings. Early advice reduces the risk of costly amendments later.

Where can I find official guidance on Bursa OSB incentives and registrations?

Official guidance is available on the Investment Office and OSB portals. The Invest in Turkey site also outlines incentive programs and eligibility criteria. Always cross-check with the Bursa Trade Registry for local requirements.

Why is due diligence essential before acquiring a Bursa-based business?

Due diligence identifies hidden liabilities, such as tax, employment, or environmental issues, that could affect value. It helps tailor a robust acquisition agreement and post-close integration plan. A lawyer leads the due diligence review and negotiates protections.

Can a foreign investor own 100 percent of a Bursa company?

Yes, foreign investors may own 100 percent in many sectors under the Foreign Direct Investment regime. Some sectors are subject to restrictions or sector-specific conditions; a lawyer can confirm eligibility and structure accordingly.

Should I use a Bursa-based attorney for contracts and registrations?

Yes. A local attorney understands Bursa Trade Registry processes and OSB requirements. They can tailor contracts to Turkish law, ensure enforceability, and manage ongoing compliance.

Do I need a Turkish tax number to invest in Bursa?

Yes. A Turkish tax number is required for legal entities to register, file taxes, and perform financial transactions. A lawyer can assist with tax registration and compliance planning.

Is there a difference between a Limited Liability Company and a Joint Stock Company in Bursa?

LLCs are common for small to medium investments with simpler governance. Joint stock companies are typically used for larger capital needs and potential public offerings. The choice affects governance, liability, and capital requirements.

How long does it typically take to complete investment structuring in Bursa?

Simple formations can take a few weeks, while complex cross-border structures may require several months. Timelines depend on document readiness, regulator approvals, and OSB involvement.

What costs should I expect when structuring a Bursa investment?

Costs include notary fees, registry charges, and legal fees. The exact amounts vary by entity type and transaction complexity. A lawyer can provide a structured budget and milestone-based pricing.

Do Turkish courts provide reliable enforcement for cross-border contracts in Bursa?

Turkish courts generally recognize and enforce foreign judgments and contracts, subject to local law. An experienced lawyer can craft dispute resolution provisions to protect your interests in Bursa.

Additional Resources

• Invest in Turkey - invest.gov.tr: Official portal with guidance on investment incentives, procedures, and regulatory framework for Turkey including Bursa projects.
• Official Gazette - resmigazete.gov.tr: Publication of laws, decrees, and regulations; the authoritative source for current statutes applicable to Bursa.
• KOSGEB - kosgeb.gov.tr: Government agency providing support programs, financing, and advisory services to small and medium enterprises in Turkey, including Bursa projects.

Next Steps

1. Define your Bursa investment objectives and preferred corporate form; document expected ownership structure and governance framework.
2. Assess eligibility for incentives with the Investment Office and Bursa OSB guidelines; request an initial ruling or pre-authorization if available.
3. Gather key documents for entity formation or acquisition due diligence; prepare a checklist covering ownership, taxes, and permits.
4. Engage a Bursa-based corporate lawyer to review agreements, prepare filings, and coordinate with the Bursa Trade Registry.
5. Draft and finalize corporate governance documents, including articles of association and shareholders agreements that reflect Bursa requirements.
6. File formation or change-of-control documents with the Bursa Trade Registry and obtain all necessary licenses and permits.
7. Implement ongoing compliance measures for tax, employment, and OSB obligations; set up a calendar for annual filings and audits.