Law of Associations
We professionally offer a range of legal services concerning the law of associations, including association establishment, bylaw drafting, legal consultancy, real estate transactions, and administrative litigation.
The law of associations is a distinct field within the Turkish legal system, characterized by its technical and systematic structure, forming the legal foundation for civil society activities. Associations are legal entities established by the consensus of at least seven natural or legal persons to achieve a specific and legitimate purpose. This establishment process is not merely a matter of document submission or declaration; it encompasses a comprehensive legal oversight procedure. The processes related to the establishment, operation, supervision, and dissolution of associations are evaluated within the framework of Civil Law, Administrative Law, Criminal Law, and occasionally, Enforcement and Bankruptcy Law.
First and foremost, the most crucial document in the establishment of an association is its bylaws. The bylaws serve as a constitution, defining the association's nature, organs, scope of activities, and decision-making mechanisms. Incorrectly or incompletely drafted bylaws are not merely an administrative weakness but also a source of legal disputes. At this juncture, the key consideration is the bylaws' compliance with relevant legislation and their enforceability. Detailed regulation of matters such as the scope of authority of organs, quorum requirements for decisions, and membership conditions prevents future institutional legal problems.The organs established within the framework of the bylaws, particularly the general assembly, the board of directors, and the supervisory board, are directly responsible for ensuring that activities are conducted in accordance with the law. The legality of decisions made by these organs is frequently scrutinized under administrative and judicial review. The assessments of the Criminal Chambers of the Regional Courts of Appeal regarding the liability of association managers, and the general trend of Supreme Court precedents, indicate that these decisions are subject to review not only in terms of form but also substantive law. In this context, the exercise of authority beyond the term of office or actions contrary to members' rights can directly become the subject of an annulment action.To sustain its activities, an association must periodically engage with administrative authorities. Procedures such as event permits, fundraising applications, and requests for expanding the scope of activities are conducted through petitions submitted to the relevant authorities. Naturally, substantive or procedural errors made during these processes can cause interruptions in the association's activities. While administrative authorities possess discretionary power in processing actions, this power does not imply arbitrariness; judicial recourse is available in the event of an unlawful action.Associations may acquire real property over time by exercising their right to own assets. An association's assets may expand through real estate purchase and sale transactions, donations, or public allocations. However, the most crucial aspect to consider here is that these transactions must be conducted in compliance with current legislation and the bylaws. Irregularities in real estate transactions can be subject to audit reports and may give rise to administrative sanctions as well as criminal liabilities. Therefore, in real estate transactions, particularly during title deed registration and property transfer processes, the scrutiny of every detail is essential. The following question frequently arises: “Why do transactions concerning association real estate require special attention?” In response to this question, it should be noted that since the assets of associations are used to finance activities for public benefit, any irregularity may concern not only the association members but also public order. For this reason, supporting every step in title deed transactions with official judgments and documents will prevent subsequent disputes.Another significant area that associations may encounter, beyond their administrative operations, is creditor and debtor relationships. From the perspective of Turkish Enforcement and Bankruptcy Law, it should be remembered that associations, as legal entities, can be parties to enforcement proceedings and, when necessary, can initiate enforcement actions, with or without a judgment, to collect their receivables. Conversely, while it is theoretically possible for their assets to be seized or for them to be driven into bankruptcy if they become debtors, it should also be considered that the status of associations operating for public benefit will influence these processes.The dissolution of an association, however, involves the most contentious and technical process. It is possible for an association to be terminated either upon the occurrence of conditions specified in its bylaws or by a court order. During this process, if procedural rules are not adhered to, or if the dissolution decision lacks sufficient justification, the decision itself may even be subject to annulment. To protect the rights of association members, it is imperative that reasoned decisions are issued at every stage to ensure the proper functioning of judicial review in such processes.Contractual relationships also constitute one of the areas that give rise to legal liability for associations. To sustain their activities, associations may enter into contractual relationships with suppliers or service providers. Disputes that may arise during the drafting and performance of these contracts can be brought before the courts, subject to general provisions. Generally, drafting contracts in a clear, understandable manner that does not conflict with the bylaws prevents future legal problems.The process from the establishment to the liquidation of associations is a multifaceted structure involving technical details and various legal disciplines. The lawful conduct of association activities is a guarantee not only for internal operations but also for public security. In this regard, adherence to legal rules at every stage of transactions ensures the sustainability of associations. Naturally, guidance from competent professionals, especially in complex processes, minimizes the risks that associations may encounter. To put it indirectly, rectifying errors in transactions conducted without such guidance is often difficult, and the outcomes can result in unforeseen damages.All these processes demonstrate that transactions related to the law of associations are not merely a formal document preparation process but require comprehensive legal consultation. Every step, such as the legality of administrative actions, the review of decisions, asset transactions, and contractual arrangements, is interwoven with technical details. This technicality indicates that an error made at any stage of the process can lead to severe sanctions in the future. It is at this point that the depth of knowledge and judicial practice required by legal processes make the guidance of experts indispensable. While refraining from providing direct guidance, acting with the support of experts in all these transactions prevents both time and resource wastage. Through such support, associations gain a solid foundation for both the establishment of justice and the sustainability of their activities.Our law firm primarily offers the following services in the field of Associations Law:Monitoring and Finalizing Association Establishment Procedures: The establishment of an association is regulated under Articles 56 et seq. of the Turkish Civil Code and is based on a declaration of intent by at least seven founders. The process is initiated by submitting the establishment notification, bylaws, and other mandatory documents to the provincial administrative authority. The complete execution of these procedures is a legal prerequisite for the association to acquire legal personality. In the event of deficiencies, the establishment cannot be deemed complete; this may lead to the suspension or annulment of activities. During the establishment process, technical procedures such as the appointment of a provisional board of directors, determination of the registered office, and obtaining a tax identification number must be carried out in a specific sequence and according to established procedure. From a legal process perspective, it is crucial that the bylaws comply with legislation and that the establishment does not contravene public order. Otherwise, intervention may arise due to non-compliance with public interest. As a result of the administrative review process, the legal legitimacy of the founding intent may be questioned. Question: “Can procedural errors made during the establishment process be rectified after legal personality has been acquired?” Answer: Naturally, such errors can be reversed if identified before establishment. However, errors made after legal personality has been acquired can only be corrected through amendment or dissolution. This is because the legal personality acquired at the moment of establishment has the force of a judgment and cannot be retroactively nullified.Bylaw Drafting and Legal Information Services for Associations: The bylaws serve as the “constitution” of an association, defining its organizational structure and operational limits. By legal requirement, association bylaws must include provisions on matters such as name, purpose, scope of activities, membership conditions, organs, and financial regulations. Deficiencies in the bylaws can lead to differing interpretations and administrative disputes. This situation can result in both administrative fines and measures to suspend activities. Particularly, the duties, powers, and responsibilities of the general assembly and the board of directors must be regulated in detail. The annulment or invalidity of decisions made under relevant legislation can only be assessed according to these bylaw provisions. In this context, ambiguous provisions in the bylaws are interpreted by courts and are occasionally shaped by the established precedents of the Supreme Court. Arbitrary actions by association management are directly related to the bylaw provisions. In this regard, the following question is pertinent: “Which takes precedence when bylaw provisions conflict with legislation?” In response, it must be stated that, in accordance with the principle of the rule of law, the law is supreme. Association bylaws cannot conflict with the law. Conversely, in case of conflict, the relevant provision is deemed invalid; it is annulled by the administrative authority or repealed through judicial process.Review of the Legality of All Decisions by Association Organs and Directorates, Initiation of Necessary Actions Against Such Decisions, and Monitoring and Finalizing the Litigation Process: Lawful decision-making by association organs forms the fundamental basis not only for internal order but also for external oversight. The validity of decisions made by the general assembly, board of directors, and supervisory board depends on compliance with relevant bylaw provisions and legislation. Consequently, decisions by organs that exceed their scope of authority or are outside the association's purpose are subject to annulment by the courts. In decisions by the Criminal Chambers of the Regional Courts of Appeal and the Supreme Court, there are serious considerations indicating that arbitrary decisions by association organs violate legal certainty. In such cases, for actions seeking the annulment or invalidation of decisions, the requirement of being an association member or an aggrieved party is sought. Particularly, transactions such as financial decisions, expulsion from membership, or changes in the scope of activities become subject to review through court judgments. For instance, in actions for the annulment of decisions, failure to adhere to the litigation period results in a loss of rights. Therefore, to prevent procedural errors, the notification, announcement, and effective date of decisions must be clearly determined. Naturally, in the process of annulling decisions, periods, formal requirements, and burdens of proof are decisive, similar to Enforcement and Bankruptcy Law.Drafting Petitions and Applying to Relevant Units for Obtaining Necessary Permits Based on Association Activities: It is a legal requirement for activities organized by associations to comply with public order and to obtain the necessary permits from relevant authorities. These permits may pertain to meetings, fundraising campaigns, international activities, or public events. The content of the petition submitted to the administration for each activity must include explanations related to the activity, the scope of the permit, and date information. Incomplete or ambiguous petitions may result in a rejection decision. The administration's discretionary power does not imply absolute freedom. In accordance with the freedom of association guaranteed by the Constitution, the principle of proportionality must be observed in administrative actions. However, it has been observed in some courts recently that the administration rejects applications on arbitrary grounds. In such cases, it is possible to file an action before the Administrative Courts for the annulment of the action. So, is a rejection of a permit application considered solely administrative? The action is not limited to administrative review but can also be scrutinized by courts in terms of its formal and substantive aspects. Conversely, in cases where an administrative action deviates from objective criteria, a decision for its annulment and the suspension of its execution may be rendered. At this point, the importance of obtaining legal services becomes evident.Preparation of Real Estate Purchase and Sale Transactions for Associations in Accordance with Relevant Legislation and Provision of Legal Consultancy Services in this Regard: Associations possess the freedom to acquire assets; however, this freedom is not absolute. When it comes to the acquisition of immovable property, it is imperative to act in accordance with relevant legislation and bylaw provisions. For real estate to be acquired through purchase, donation, grant, or will, necessary notifications must be made, and title deed procedures must be executed completely. Otherwise, transactions concerning association assets carry the risk of invalidity. Within the framework of Enforcement and Bankruptcy Law, an association's immovable properties may be subject to mortgage or seizure. This situation becomes particularly important if the association engages in commercial activities. Real estate purchase and sale transactions must also possess a legal infrastructure with respect to future creditor-debtor relationships. For if third parties assert rights over the real estate, actions for title deed annulment become inevitable. During these transactions, the documents submitted to the land registry office must not conflict with the bylaws, a general assembly resolution must have been passed, and legal capacity must exist. Especially, the use of assets acquired through donation in line with the association's purpose holds distinct importance for public benefit. Otherwise, allegations of misuse may become subject to judicial and administrative investigations.Initiation of Necessary Actions for the Recovery and Registration of Association Real Estate Transferred to the State, and Monitoring and Finalizing the Litigation Process: The process of recovering immovable properties registered in the name of the state by the relevant association gives rise to actions for title deed annulment and registration. Such actions are important for the re-establishment of property rights. In practice, the transfer of immovable properties of defunct associations or foundation-like entities that have lost their function to the Treasury creates property issues for newly established or reactivated associations. To recover the real estate in question, a unity of meaning and purpose must first be established between the association and the immovable property; subsequently, an action for title deed annulment and registration must be filed. In title deed actions, the statute of limitations varies depending on the grounds used for property acquisition, and it is crucial to be mindful of peremptory periods. Judicial authorities meticulously evaluate the purpose of ownership, the form of disposition, and the existence of public interest in such actions. If the real estate is abandoned to the public or allocated for public service for a long period, the acquisition of possession in favor of the Treasury may arise. Naturally, for a registration decision to be rendered in favor of the association, the property must align with the association's activities in a historical and legal context. Furthermore, it should be noted that the burden of proof in these actions rests with the association. It is mandatory to submit documents indicating that the immovable property was actually used, allocated, or acquired under the association's legal personality. Courts carefully examine the conceptual boundary between public interest and association ownership. During this process, correspondence established with public administration can be used as evidence.Initiation of Administrative and Legal Actions Concerning the Establishment, Operation, and Dissolution of Associations, and Monitoring and Finalizing the Litigation Process: The process beginning with the establishment of an association is shaped by disputes encountered during its operation and may ultimately conclude with dissolution. In this context, the acquisition of legal personality, the proper functioning of organs, and the termination processes entail various types of actions. Situations such as violations of bylaw provisions, restriction of members' rights, or unauthorized expenditures give rise to actions related to operations. Such actions both resolve internal association disputes and oversee the association's connection to public security. The dissolution of associations is possible either by court order or upon the fulfillment of statutory conditions. In accordance with the Associations Law and the Turkish Civil Code, the dissolution of associations whose purpose becomes unlawful, threaten public order, or are inactive may be requested. In litigation, although the plaintiff status is mostly held by the administrative authority, association members may also, in some cases, apply on the grounds that their direct interests have been harmed. This situation demonstrates that the law of associations is one of the areas that repeatedly intersect public and private law. Decisions rendered in association dissolution actions have the force of a judgment and can initiate the debt liquidation process within the context of Enforcement and Bankruptcy Law. Assets are transferred to another association specified in the bylaws or to the public. During this process, the status of existing contracts and ongoing litigation files are addressed separately. In this respect, the dissolution process is not merely a termination; it is also a legal liquidation and transition phase.Drafting All Types of Contracts Pertaining to Associations Law: Associations may be party to numerous contracts due to their activities. Service procurement, lease, sponsorship, donation, partnership, or supply contracts give rise to the legal obligations of such legal entities. In drafting these contracts, compliance with the bylaws, purpose, internal audit, and legislation must be observed. However, in practice, conducting transactions with pre-printed or internet-copied contracts leads to the emergence of disputes. Provisions within contracts must, in particular, be suitable for enforcement proceedings and clearly specify the legal remedies to be pursued in case of dispute. Since contracts to which an association is a party also concern public interest, the scope of liability is broad. In the established decisions of the Supreme Court, there are provisions indicating that association managers who are parties to contracts can be held personally liable for documents they sign by exceeding their scope of duty. In this context, obtaining legal consultancy services is not merely a precautionary measure but also essential for the sustainability of activities. It should be understood that a legally invalid contract causes a loss of reputation not only between the parties but also in the eyes of the public due to the association's public function. Accordingly, in the law of associations, contracts are not merely declarations of intent but also a reflection of public responsibility.