Obligation to Have a Lawyer in Joint Stock Companies: A Comprehensive Review
It is inevitable that joint stock companies are exposed to legal risks while continuing their commercial activities. In order to manage these risks and protect the rights of the company, joint stock companies that meet certain conditions are required to have contracted lawyers, in accordance with Article 35 of the Law No. 1136 on Lawyers. In this article, we will examine in detail the scope of the obligation to have a lawyer in joint stock companies, its exceptions and the consequences of non-compliance.
1. Scope of the Obligation
• Basic Capital: As of January 1, 2024, joint stock companies with a basic capital of 250,000 TL and above are within the scope of this obligation.
• Number of Partners: Building cooperatives with 100 or more partners are also subject to this obligation.
2. Exceptions
• Capital Increase: If a joint stock company with a capital of less than 250,000 TL reaches 250,000 TL by taking a decision to increase its capital at the general assembly, the obligation to have a lawyer begins as soon as this decision is registered in the trade registry.
• Capital Decrease: If a joint stock company with a principal capital of 250,000 TL or more falls below 250,000 TL through capital reduction, the obligation to have a lawyer ends.
3. Sanctions for Non-Compliance
• Administrative Fine: A monthly administrative fine of 40,000 TL is imposed on companies that do not comply with the obligation.
• Criminal Sanctions: Up to one year of imprisonment and a judicial fine of up to five thousand days can be filed against company executives.
4. Duties and Responsibilities of the Lawyer
• Providing legal consultancy to the company
• Carrying out lawsuits and enforcement proceedings
• Preparation and review of contracts
• Giving opinions to company bodies on legal issues
• Ensuring compliance with laws and regulations
5. Contract Lawyer Selection
• A contract can be made with a freelance lawyer or a law firm.
• The lawyer’s experience, area of expertise and fee criteria should be taken into consideration.
• The lawyer’s duties and responsibilities should be clearly stated in the contract.
