Article 1 – These Regulations have been prepared for the purpose of prescribing the rules pertaining to the establishment, operation, and termination of attorney partnership with legal personality to be engaged in rendering attorneyship services.
Article 2 – These Regulations cover the attorney partnerships to be established in Turkey and the foreign attorney partnerships which may be established within the framework of the statutes on incentives to foreign capital and on a reciprocal basis in order to render consultancy services exclusively in the fields of foreign laws and international law.
Article 3 – These Regulations have been prepared in accordance with Subparagraph B of Article 44 of the Attorneyship Law, number 1136, dated 19 March 1969.
Nature of the partnership and taxation
Article 4 – The operation of an attorney partnership is a professional activity and will not be regarded as commercial. Attorney partnerships will be subject to the same provisions as applicable to small business firms as far as taxation is concerned.
Establishment Of The Attorney Partnership
Article 5 – The basic contract of an attorney partnership must be prepared in accordance with the standard basic contract for attorney partnerships (standard basic contract for foreign attorney partnerships) to be prepared by the Union of Bar Associations of Turkey, and signed by all the partners. The basic contract may include special terms provided that they are not contradictory to the provisions in the Attorneyship Law and these Regulations.
Article 6 – The shares of participation in the partnership committed by the partners will be indicated separately for each partner in the basic contract. The partners may commit as partnership share immovable assets, movable assets, money in cash, professional documents, archives, knowledge, and labor suitable for the rendering of the professional activity. The shares committed will be registered as partnership assets immediately and in full upon the registration of the partnership.
Any and all changes that may occur in partnership shares after the registration of the partnership will become valid upon the modification and registration of the basic contract accordingly.
If immovable assets or movable assets such as automobiles or stocks have been committed as partnership shares, the official records for such securities must be turned over to the partnership immediately upon the registration of the partnership. The transactions in connection with the registration of such securities in the name of the partnership will be accomplished by the transferring partner and the partnership representative applying together to the place where the records are kept.
Article 7 – Attorneys wishing to establish an attorney partnership will apply to the bar association where the attorney partnership will be registered with a letter of application signed by all the partners. Two copies of each of the following documents will be appended to the letter of application:
a) The basic contract of the partnership with each page signed by all of the partners.
b) Authenticated facsimiles of the deed for immovable property, the registration booklet for automobiles, bank receipt for money in cash, and the certificate for movable assets committed in the basic contract as security for the share in the partnership.
c) A document received from bar associations certifying the entry of the partners in the directory. (Will not be required for foreign attorney partnerships provided that reciprocity is observed.)
d) Authenticated facsimiles of the identification cards of the partners (passports of foreign partners.)
e) The following documents will be required additionally for foreign attorney partnerships:
(1) Permission from the General Directorate of Foreign Capital of the Undersecretariat of the Treasury to the effect that operations in Turkey are authorized within the framework of the statutes on incentives to foreign capital.
(2) The attorneyship license or certificate of authorization of each foreign partner received from the bar association he/she is enrolled with in the foreign country, and a translated and notarized attestation that there are no impediments to practicing his/her profession.
(3) A document issued by the authorities concerned in the country of citizenship of each foreign partner acknowledging the fact that reciprocity as regards foreign attorney partnerships exists between his/her country and the Republic of Turkey in accordance with the provisions of the Attorneyship Law and regulations, and that Turkish attorneys may also render attorney partnership activities under equal conditions in the countries of these persons.
Article 8 – The application will not be processed until the letter of application and the full set of documents required to be appended thereto have been submitted to the clerical office of the bar association with which the attorney partnership will be registered. The board of directors of the bar association will make a decision within one month as to the entry of the attorney partnership in the attorney partnership register of the bar association. The application will be considered as rejected unless a decision is made within this period. The request for entry in the register may only be rejected on the grounds of contradiction to the Law and the standard basic contract. Decisions of rejection will be written with their reasons.
Acceptance of the request
Article 9 – The board of directors of the bar association will decide to enter the attorney partnership in the attorney partnership register of the bar association if the application for the establishment of an attorney partnership is considered to be in compliance with the Law and the Regulations.
The bar association will enter the attorney partnership in the attorney partnership register of the bar association in keeping with this decision and forward a copy of the basic contract to the Union of Bar Associations of Turkey.
The attorney partnership will assume legal personality upon being entered in the attorney partnership register of the bar association. The title of attorney partnership may not be used and professional services may not be rendered in the name of the partnership before the entry of the attorney partnership in the attorney partnership register of the bar association.
The attorney partnership will be issued a certificate attesting to its entry in the attorney partnership register of the bar association.
Rejection of the request and objection
Article 10 – The board of directors of the bar association will reject the requests considered to be in contradiction to the Law, the relevant regulations, and the standard basic contract. The decision of rejection with the reason will be communicated separately to each partner requesting to establish a partnership. A notice served to the address indicated in the basic contract will be considered as having been made to the partner in person.
The partners may raise an objection to this decision with the Union of Bar Associations of Turkey within fifteen days from the date of notification through the bar association that made the decision.
The mailing costs will be received from the objector. If requested, the bar association will draw up a document verifying the date of the objection and give it to the requestor. This document will not be subject to any taxes, charges, and duties.
The decisions of the boards of directors of bar associations regarding the rejection of a request for the entry of the partnership in the register will become final if not objected to within the period allowed.
The Union of Bar Associations of Turkey will decide to accept or reject the objection after conducting the necessary examination on the file. The objection shall be considered as having been rejected if a decision is not made by the Union of Bar Associations of Turkey within one month as of the date of objection.
The Union of Bar Associations of Turkey will submit its decisions of acceptance or rejection of objections to the Ministry of Justice within one month as of the date they were made. These decisions will become final if no decision is made by the Ministry of Justice within two months as of the date of their receipt by the Ministry of Justice or if the decisions are approved. However, the Ministry of Justice will return the decisions it does not deem appropriate to the Union of Bar Associations of Turkey for reconsideration together with the reasons for return. The decisions thus returned will be considered as approved if passed unchanged by a two thirds majority vote of the Board of Directors of the Union of Bar Associations of Turkey; otherwise they will be considered as not approved.
The result will be communicated to the Ministry of Justice by the Union of Bar Associations of Turkey.
Suits may be filed with administrative tribunals by the Union of Bar Associations of Turkey, the candidate partners, and the bar association concerned against the decisions made by the Ministry of Justice; and by the Ministry of Justice, the candidate partners, and the bar association concerned against the decisions made by the Union of Bar Associations of Turkey after reconsideration of the decisions found inappropriate and returned by the Ministry of Justice.
The bar associations are under the obligation to implement immediately the decisions that have become final.
Foreign Attorney Partnerships
Foreign Attorney Partnerships
Article 11 – Foreign attorney partnerships wishing to operate within the framework of the statutes on incentives to foreign capital will apply to the bar association in the place where they will operate.
Foreign attorney partnerships will operate on the conditions that such operation is on a reciprocal basis and that the partnership has been established in accordance with the provisions in the Attorneyship Law and these Regulations.
Foreign attorney partnerships will also be under the obligation to fulfill the conditions and furnish the documents required as per these Regulations and the Attorneyship Law regarding their establishment.
Foreign attorney partnerships may render consultancy services only in the fields of foreign laws and international law. They may not overstep these bounds in their professional activities and may not practice attorneyship. This restriction will also be applicable to the attorneys of Turkish or foreign citizenship employed by the foreign attorney partnership.
When more than one attorney of non-Turkish citizenship, or an assemblage of attorneys of Turkish and non-Turkish citizenship wish to establish a foreign attorney partnership under the conditions stated in the first paragraph, they will apply to the bar association in the place they wish to operate in Turkey.
As dictated by the prerequisite of reciprocity in the Attorneyship Law, the rendering of consultation services in the fields of foreign laws and international law by foreign attorney partnerships in Turkey is contingent upon Turkish attorneys and Turkish attorney partnerships being granted the right to render attorneyship services under the same conditions by the respective country of each foreign partner.
The condition of enrollment in a bar association will be waived for partners forming a foreign attorney partnership established in accordance with the provisions in the Attorneyship Law and the Regulations. However, the partnership will be required to be entered in the attorney partnership register of the bar association in the place where it will operate. Otherwise, the title of partnership may not be used and services may not be rendered in the name of the partnership.
Foreign attorney partnerships and their partners will also be under the obligation to comply with the Attorneyship Law, the regulations, and the professional rules.
Standard Basic Contract Of Attorney Partnerships
Scope of the contract
Article 12 – The standard basic contract of attorney partnerships will cover the following points:
a) Names, last names, nationalities, addresses of residence, bar associations enrolled with, bar association registration numbers, and union numbers of the partners.
b) The title and address of the partnership.
c) The term of the partnership.
d) Partnership shares.
e) Principles pertaining to the relations and the settlement of disputes between the partners.
f) Principles pertaining to the division of labor in suits and cases.
g) Powers of the managing partners.
h) Management and representation of the partnership.
i) Board of partners
j) The duties and powers of the board.
k) Division of revenues and expenditures.
l) Inspection and audit.
m) Withdrawal from partnership.
n) Dismissal from partnership.
o) Transfer of shares and the provisions thereof.
p) Termination of the partnership.
r) Voluntary and statutory dissolution.
The basic contract of attorney partnerships will be prepared in accordance with the standard basic contract.
The basic contract may not include terms contradictory to the Attorneyship Law, the regulations, the professional rules, the law, ethics, and the honor and independence of the profession.
Title and address of the partnership
Article 13 – The title of the attorney partnership will be formulated by adding the expression “attorney partnership” to the names and/or last names of one or several partners.
Whether the name and/or last name of a partner who has withdrawn or a deceased partner will be retained in the title of the partnership will be provided for by the partners in the basic contract of the attorney partnership.
The address of the attorney partnership is the address where partnership activities will be rendered on a permanent basis.
Term of the partnership
Article 14 – The term of the partnership may either be limited to a definite duration by the partners in the basic contract of the partnership or be indefinite. The term will be considered as having been set indefinitely if no term is specified in the basic contract.
Article 15 – Partnership shares and rates may be decided at liberty between the partners. The partnership shares of the partners will be equal unless otherwise provided for in the basic contract. Partnership shares may not be pledged.
Transfer of shares
Article 16 – Partnership shares may only be transferred to other partners or third parties who are attorneys.
The board of partners may grant or deny approval to the transfer of shares at its discretion.
The partners may prohibit all manner of transfer of shares for a specified period or indefinitely by the basic contract.
In the event that an inheritor is not an attorney or declines partnership; or a partner withdraws from partnership due to withdrawal or medical reasons, or is deleted from the directory of the bar association, or leaves the profession, or is disbarred, or an attachment is imposed on his/her shares in the partnership, his/her partnership share may be transferred to the other partners or, by a decision of the board of partners, to a third party who is an attorney at their current value. Action will be taken in accordance with Subparagraph B of the Attorneyship Law in case of a dispute over the price.
Board of partners
Article 17 – The board of partners is composed of the shareholders. It is the entity with the highest powers in the partnership.
The place, time, and formalities of the meetings of the board of partners and the quorums for meeting and decision making will be determined at liberty in the basic contract.
The board of partners may be called to a meeting to discuss an agenda to be prepared in writing by one of the partners and communicated to the other partners unless otherwise provided for in the basic contract. The board of partners will be considered as having convened with validity when a minimum of three fourths of the partners are present or represented by proxy provided that the date and time of the meeting has been communicated to the partners in writing at least three days before the meeting. If this quorum is not reached, the partners will be called a second time by the same procedure; in which case the presence or the representation by proxy of a minimum of two partners will be adequate. The board of partners will meet at least once a year in the month of January.
A partner may give proxy to another partner to represent him/her at the meeting of the board of partners. A person may not hold proxies from more than one partner. Persons who are not partners may not be appointed as representatives.
The decisions of the board of partners will be writted in the decision book of the partnership and signed by the partners participating in the meeting. Dissenting partners will sign the decisions by annotating the reasons for their dissension.
Duties and powers of the board of partners
Article 18 – The duties and powers of the board of partners are as follows:
a) Identifying the partners charged with the management and representation of the partnership.
b) Defining the limits of power in management and representation.
c) Defining the general rules regarding the rights of the attorneys other than the partners and other staff employed by the partnership.
d) Defining the general rules regarding the activities of the partnership and the division of labor among the partners.
e) Approving with or without modifications the budget to be prepared by the managing partner(s).
f) Defining the monthly advance amounts the partners will receive from the revenues, the division of the annual revenue, and the amount to be allocated for the development of the partnership.
g) Deciding whether to admit or reject a new partner in the transfer and succession of the partnership shares.
h) Deciding on the purchase of the share of a partner who wants to withdraw from the partnership or has an attachment imposed on his/her share.
i) Deciding on the dismissal of partners from the partnership.
j) Deciding on the investments required for the operations of the partnership.
k) Deciding on the modifications to be required in the basic contract of the partnership.
l) Deciding on whether to decline an offer for a job when a claim is made to this effect by one of the partners.
m) Deciding on the continuation of the partnership when the term of the partnership expires.
n) Deciding on the dissolution of the partnership.
o) Appointing a liquidator in the event of the voluntary or statutory dissolution of the partnership.
Management and representation of the partnership
Article 19 – Which partners will represent and make undertakings on behalf of the partnership, and in what manner, may either be provided for in the basic contract of the partnership or decided by the board of partners. In the event that no partner or partners have been designated for the management and representation of the partnership either in the basic contract or by the decisions of the board of partners, all of the partners will have authority in the management and representation of the partnership.
A copy of the decisions modifying the provisions governing management and representation will be submitted to the bar association and kept in the registration file of the partnership.
The signature samples and authorization documents of the persons empowered to manage and represent the partnership will be certified by the president of the bar association.
Powers of the managing partners
Article 20 – The board of partners may elect one or several partners as managing partners.
The election of the managing partners, their terms of duty, procedures of replacement, powers, meeting times, manner of invitation to meeting, and the quorum for decisions will be detailed in the basic contract of the partnership.
The managing partners will direct the operations of the partnership, represent and make undertakings on its behalf, and perform the duties assigned by the board of partners in accordance with the Law, regulations, the basic contract, and the decisions of the board of partners.
The managing partners may be paid a fee in addition to dividends if so provided for in the basic contract or decided by the board of partners.
The duties of the managing partners may be terminated and other partners assigned in their stead by the board of partners at any time.
The powers of the managing partners may not be exercised in any manner that would violate the professional independence of the other partners and the attorneys employed by the partnership.
Division of revenues and expenditures
Article 21 – The partners will be under the obligation to divide the expenditures of the partnership with priority. The partners will be at liberty to decide in the basic contract the manner in which the revenues will be divided.
Relations between partners and settlement of disputes
Article 22 – The partners will be under the obligation to conduct themselves in compliance with the honor of the profession of attorneyship and the rules of the profession in their dealings with each other, the staff, and third parties.
The partners may not be engaged as partners in more than one attorney partnership, may not have an office other than the office of the partnership, and may not conduct legal action independently.
Conduct to the contrary will be a reason for dismissal from the partnership; and the right of the partnership to claim damages from a partner displaying such conduct will be reserved, as will be the provisions regarding discipline in the Attorneyship Law.
Any and all disputes to arise between partners in connection with their mutual affairs with one another, the affairs of the partnership, or affairs with third parties regarding price in the transfer and succession of partnership shares will be settled by the arbitration board in accordance with the provisions of the Attorneyship Law and relevant regulations.
Division of labor
Article 23 – The execution of actions, the division of labor among the partners, and the rendering of services will be defined at liberty in the basic contract of the partnership.
The jobs assigned to the partners and the attorneys employed by the partnership will be recorded in the suits and actions book.
Inspection and audit
Article 24 – Every partner will have the right to receive information about the partnership and to inspect the books of the partnership and the documents on suits and cases.
The partners will appoint in the basic contract of the partnership an audit board composed of one or several persons to inspect the financial affairs of the partnership. The duties and powers of the audit board will be provided for in the basic contract.
Withdrawal from partnership
Article 25 – Unless otherwise provided for in the basic contract of the partnership, every partner may withdraw from the partnership by transferring his/her partnership share to any other partner or several partners, or another person eligible for partnership. The partner wishing to withdraw from the partnership will communicate his/her intention of withdrawal, the value of his/her share, and the identity of the person to whom the shares will be transferred in writing to the partnership and to all the partners. The transfer of the partnership share will be considered as having been approved by the partnership if the partnership does not make a decision on the transfer within two months from the date the last partner was notified of the intended transfer.
Action will be taken in accordance with Subparagraph B of Article 44 of the Attorneyship Law and the Bar Arbitration Board Regulations of the Union of Bar Associations of Turkey.
Dismissal from partnership
Article 26 – A partner may be dismissed from partnership by a decision made by a quorum of three fourths of the members of the board of partners in the event of the presence of rightful reasons pertaining to his/her person.
Termination Of Partnership
Article 27 – The partners may decide the dissolution of the partnership at any time unless otherwise provided for in the basic contract.
The provisions of the Attorneyship Law and the Regulations will be applicable in the event of the voluntary dissolution and liquidation of the partnership if no provisions exist therefor in the basic contract.
Article 28 – An attorney partnership will dissolve by statute under one of the following circumstances:
a) The number of partners in the attorney partnership dropping below two due to withdrawal or dismissal of the partners from partnership, death of the partners, inheritors not being attorneys or declining partnership, withdrawal of the partners from attorneyship due to withdrawal or medical reasons, deletion from the directory of the bar association, withdrawal from the profession or disbarment, or the imposition of an attachment on the shares of the partners in the partnership.
b) The materialization of circumstances indicated as a reason for dissolution in the basic contract of the partnership.
c) Non-extension of the term of partnership indicated in the basic contract of the partnership.
d) Non-completion within three months of the actions prescribed in Article 44, Subparagraph B, Sub-subparagraph a/1 of the Attorneyship Law.
e) Merging of the attorney partnership with another attorney partnership.
f) The deletion of the attorney partnership from the attorney partnership register in accordance with Subparagraph 5 of Article 135 of the Attorneyship Law.
Article 29 – An attorney partnership that dissolves by statute will get into liquidation.
An attorney partnership that gets into liquidation will retain its legal personality until the completion of the liquidation on a basis restricted to business relevant to the liquidation. It may not continue its professional activities. The partners to an attorney partnership that gets into liquidation may render professional services independently.
The provisions of Article 42 of the Attorneyship Law will apply by analogy to an attorney partnership that gets into liquidation, if necessary.
The status of an attorney partnership that gets into liquidation will be recorded in the attorney partnership register of the bar association.
The liquidation actions will be conducted by the managing partner or the managing partners unless a specific procedure has been prescribed in the basic contract of the partnership for the appointment of a liquidator.
The liquidators or the managing partners appointed in accordance with the basic contract may be dismissed by the board of partners at any time.
The board of directors of the bar association may also appoint replacements for liquidators upon the request of a shareholder supported by rightful grounds.
Upon assuming his/her duty, the liquidator will promptly determine the condition and status of the partnership and report his/her findings to the board of directors of the bar association. The board of directors of the bar association will assess a fee to be paid to the liquidator by taking into consideration the status report submitted by the liquidator. The manner of payment of this fee will be decided by the board of directors of the bar association. The partners in liquidation will be under the obligation to deposit the fee fixed by the board of directors of the bar association in the account to be designated by the bar association in proportion to their shares in the partnership. Non-payment of the fee will constitute a disciplinary offense.
The board of partners may unanimously decide the division of the movable and immovable assets owned by the partnership among the partners on the condition of the liquidation of the debts of the partnership.
The liquidator will pay all the expenses incurred in connection with the suits and cases filed by or against the partnership in liquidation out of the assets of the partnership.
At the end of the liquidation process, the assets of the partnership remaining after the payment of the debts will be divided among the shareholders in proportion to their shares.
The attorney partnership will be deleted from the attorney partnership register of the bar association upon a notification by the liquidator as to the completion of the liquidation process.
Merger And Transfer Of Attorney Partnerships
Merger and transfer
Article 30 – Two separate attorney partnerships registered with the same bar association may merge themselves into a new attorney partnership under the name of either partnership or a new name by the decisions to be made by the respective board of partners of both partnerships. Liquidation provisions will not be applied in such a case. The rights and obligations of the two attorney partnerships deciding to merge will succeed to the newly formed attorney partnership.
An attorney partnership may request transfer in accordance with Article 68 of the Attorneyship Law.
Books, Records, And Documentation
Article 31 – An attorney partnership is under the obligation to keep a suits and actions book, a shares book, a decision book, an income and expenses book, and an assets book.
The partner in charge of the management and representation of the partnership will be responsible for the keeping of the books. The books that attorney partnerships are required to keep will be printed by the Union of Bar Associations of Turkey and obtained through bar associations for a price.
Certification of the books
Article 32 – Of the books that attorney partnerships are required to keep, the revenues and expenses book and the assets book will be certified by a notary public. The time and manner of notarization will be determined in accordance with the provisions of the Tax Procedure Law, number 213, dated 4 January 1961.
Upon the application to be made to the president of the bar association by the partnership for the other books, the bar association will count the pages of the books and put its stamp on all the pages. A memorandum will be prepared in two copies on the certification. One copy will be kept in the registration file for the partnership. The certification procedure will be carried out by the bar association at cost.
Suits and actions book
Article 33 – The suits and cases received by the partnership will be recorded in the suits and actions book with their date of arrival and serial number. These records will also indicate the client, the nature of the suit or case, information on the significant stages and the outcome of the suit or the case, and the attorneys assigned the suit or the case.
Article 34 – A separate page will be opened for each partner in the shares book, indicating the partners identification data, the proportion of his/her shares, whom the shares were taken over from if the shares came by way of transfer, the date, and whom the shares were turned over to in case of a transfer. The necessary information will also be recorded for the succession of shares.
A file will also be kept for each partner in addition to the shares book.
Documentation on the share of participation in the partnership and the transfer of shares will be kept in this file.
Article 35 – All the decisions made by the board of partners in connection with the activities of the partnership will be recorded in this book by date and serial number and signed by those present in the decision making. Dissenting partners will sign the decisions by annotating their reasons for dissension.
Revenues and expenses book
Article 36 – The revenues earned by the partnership from its professional activities will be recorded in this book by reference to the private profession receipt. The private profession receipt will be prepared on the date the revenue has been collected. All the expenditures incurred by the partnership will also be recorded in this book by order of the date they were incurred and by reference to documentation. The documents on which the revenues and expenditures recorded in the revenues and expenses book are based will be kept until five years have lapsed from the end of the year in which they were drawn up. The provisions in special laws are reserved.
Article 37 – All of the movable and immovable assets owned by the partnership will be recorded in this book by order of the date of acquisition. Depreciation records will also be indicated in this book. Movable assets that become unusable from wear or are sold off will be deleted from the records using proper procedure.
Power Of Attorney
Power of attorney and certificate of authorization
Article 38 – The powers of attorney pertaining to the services to be rendered by the partnership will be drawn up in the name of the partnership.
The partnership will issue a certificate of authorization drawn up as per proper procedure to its partners or employed attorneys assigned to a suit or a case. If the power of attorney allows delegation of authority, the partnership may issue certificates of authorization to third party attorneys in addition to its partners or employed attorneys, in which case the partnership will remain jointly and severally liable in accordance with the Law and the present Regulations.
Power of attorney record book
Article 39 – Powers of attorney received in the name of the partnership for rendering services will be recorded in the power of attorney record book of the partnership by indicating the identification data of the person giving the power of attorney, data on the notary public that drew up the power of attorney, and the serial number and date of notarization; and the originals of the powers of attorney will be archived by the partnership by cross reference to an alphabetical listing.
Disciplinary Provisions And Final Provisions
Article 40 – The partnership may not be the subject of a disciplinary prosecution independent of the disciplinary prosecution of the partners.
Every partner and the attorneys employed by the partnership will be under the obligation to act in compliance with the Attorneyship Law and the professional rules. Those acting in contradiction of the Law and the professional rules will also be personally liable for their acts.
In the event that the act or acts of the partner(s) and the attorney(s) employed by the partnership which constitute a disciplinary offense have been committed by a decision of the board of partners or under the instructions of the managing partner, or that the partnership fails to take the necessary action against those of its partners or employed attorneys who have gotten into the habit of committing acts or actions in contradiction of the Law and the rules, disciplinary punishments will be imposed as prescribed in the Law depending on the gravity of the acts.
Article 41 – Attorney partnerships will have unlimited joint and several liability for the acts, actions, and debts of the partners and the employed staff in connection with their professional duties, together with the said partners and staff. The right of the partnership to revert to the person concerned will be reserved.
Entry into effect
Article 42 – These Regulations will enter into effect on the date of their publication.
Article 43 – The provisions in these Regulations will be enforced by the board of directors of the Union of Bar Associations of Turkey.