Redesign your corporate structure to fit your goals.
We manage corporate structuring and restructuring processes end to end — including group structures, holding company formation, capital transactions, conversions, and demergers. From analysis and design through to registration, we deliver scalable solutions that comply with the TTK (Turkish Commercial Code).
The right structure, sustainable growth
Corporate structuring means establishing or redesigning the ownership, capital and organisational structure of a business or group in line with its objectives. A well-designed structure simplifies management, limits risk and lays the groundwork for growth and investment. As needs change over time, the existing structure may need to be reconsidered.
At Köksal, we design these structures under Law No. 6102 (the Turkish Commercial Code) and in alignment with the company’s commercial objectives. From group structures to holding company formation and from capital transactions to conversion of company type and demerger, we manage the process end to end; and for structures with a cross-border dimension, we offer a multilingual, integrated perspective.
When Does This Apply?
We step in at every point where a strategic decision concerning the structure of the company or group is on the agenda.
Group Structuring
We design the appropriate structure for organising multiple companies under a single roof, forming a holding company, and simplifying intra-group relationships.
Capital & Share Structure
We manage the legal design and registration process for capital increases or reductions, share classes, and the reorganisation of the shareholding structure.
Conversion & Demerger
We plan and implement a TTK-compliant transition process for changing the company type or separating operations through a demerger.
How Does the Process Work?
We structure and implement the process in three clear stages, from design to registration.
01 · Analysis & Design
We examine the existing structure and objectives, and design the most suitable structuring model, taking into account legal, tax and operational effects.
02 · Implementation
We prepare the necessary agreements, resolutions, and documents, and carry out the capital, conversion or demerger transactions step by step.
03 · Registration & Follow-up
We register the transactions with the trade registry and stand by you in the post-structuring steps that require compliance, notification, and continuity.
We align structure with purpose and bring order to the process
A good structuring anticipates not only today’s needs but also the company’s growth and investment plans. We design the structure in alignment with your commercial objectives and future transactions.
- TTK-compliant, scalable structure design
- Holistic design for group and holding structures
- Experience in capital transactions, conversion of company type and demerger
- A single team, end to end, from analysis to registration
- A multilingual, integrated perspective for cross-border structures
Specialised Sub-Services
Corporate Structuring — the focused applications of this service for particular needs.
Family Constitution
Setting down the intergenerational rules of the game in a family business: values, decision-making mechanisms, family-company boundaries and an enforceability architecture (shareholders' agreement + articles of association).
Explore →Employment Restructuring
Employment-law planning for organisational change, post-merger integration and downsizing: the collective dismissal procedure, transfer of the workplace, and managing the transition.
Explore →Inheritance & Will Planning
Succession planning that also covers company shares: the will, the inheritance contract, the balance of reserved portions, and coordination of Turkish-German inheritance law.
Explore →Other Services in Transactional Advisory
When needed, the same team can seamlessly extend its work to our other solutions in this area.
Related Areas & Legislation
The focus areas, practice areas, desks and legislation connected with this service.
Our Matters in This Service
The anonymised examples of our work that relate to this service.
Designing corporate governance across group companies
Single-source management and documentation of general assembly, board and compliance processes.
Review the matter →Advisory · Family BusinessEstablishing a family constitution and share-transfer structure
Making a family constitution binding through the articles of association, share-transfer restrictions and a shareholders' agreement.
Review the matter →Planning · InheritanceInheritance and will planning for assets in two countries
Consistent planning across two legal systems of the will, matrimonial property regime and company-share structure for assets in Türkiye and Germany.
Review the matter →The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
Related Publications
Fresh perspectives and guides from the Knowledge Centre.
A holding structure separates different businesses into different legal entities, which buys risk isolation, flexibility in how the group grows, and an easier route to bringing in new shareholders or investors.On the tax side, where the conditions are met, the participation exemption in Article 5 of the Corporate Tax Law (No. 5520) can make moving profit within the group more efficient — that is the specific advanta…
As a rule yes, but most relationships continue without interruption. In a merger, a demerger or a change of legal form, assets, rights and obligations pass to the new structure largely by universal succession under the Turkish Commercial Code (No. 6102). For employment contracts the transfer-of-workplace provisions in Article 6 of the Labour Law (No. 4857) apply: the employment relationship continues, with the emplo…
It depends on the transaction. A simple change of legal form — a limited liability company becoming a joint-stock company, say — is usually done within a few weeks. Mergers, demergers and forming a holding take a few months, because of the valuation, the interim balance sheet, the creditor-protection steps and the sequence of registrations they require.These follow the procedure in Article 134 and following of the T…
A holding structure makes it easier to manage several companies under a single roof, to organise ownership relationships, and to segregate risk among the companies. It can also streamline decision-making and financing processes at the group level. However, because each structure has its own legal and tax consequences, the arrangement must be designed to fit the company.
A capital increase involves certain stages, such as a general assembly resolution, an amendment to the articles of association, and registration with the trade registry. It can be carried out through various methods, such as contributing cash capital or adding internal resources to the capital. We prepare each step of the process and ensure that the resolutions and the registration comply with the legislation.
Restructuring arises in response to needs such as growth, new investment, intra-group simplification, generational succession, or the segregation of risk. Restructuring becomes valuable when the existing structure no longer meets the company's current objectives. We determine the most suitable approach together, according to the nature of the need.
In a conversion of company type, the company transforms into another company type — for example, from a limited liability company into a joint-stock company — while preserving its legal personality. In a division, the company's assets and operations are transferred, in whole or in part, to other companies. Both are transactions governed by Law No. 6102 (Turkish Commercial Code) and serve different purposes.
Yes; the Turkish Commercial Code sets out provisions for the protection of creditors in transactions such as conversion of company type, division, and capital reduction. Certain notification, announcement, and security mechanisms may come into play in these transactions. As we design the process, we take these protective rules into account from the outset and ensure compliance.
Get the right legal support for Corporate Structuring.
Let us determine the solution best suited to your needs, drawing on our experience in Türkiye and the DACH region.