Corporate & Commercial Law

We advise on the formation, structuring and running of companies in the Turkish Republic of Northern Cyprus, and on the commercial agreements that businesses here actually depend on — with particular attention to the questions foreign shareholders need answered before they commit capital.

Company formation

Incorporation in the TRNC is governed by the Companies Law, which derives from the English statutory model and will feel broadly familiar to anyone who has formed a company in a common law jurisdiction. The details differ in ways that matter: name approval, the content of the memorandum and articles, the requirements for directors and registered office, and — critically for overseas investors — the approval process that applies to foreign shareholding.

We handle the incorporation end to end, but the more valuable part of the work usually happens before it: deciding whether a company is the right vehicle at all, and if so how the shares and control should be arranged between the people involved.

Foreign investment structuring

Overseas investors come to us with one of two questions. Either they want to trade here and need to know what form that can take, or they want to hold property and are weighing a company against ownership in their own name.

For property, the calculation turns on volume and intention. An individual is subject to restrictions on how much immovable property a non-citizen may hold in their own name; a TRNC company is not subject to those restrictions in the same way, which is why investors buying several units commonly incorporate. Against that sit formation costs, annual filing and accounting obligations, and the approval requirements attaching to foreign shareholders. For a single home the company route usually costs more than it returns. The decision should be made before the first contract is signed, because moving a property from personal to corporate ownership afterwards can trigger a second set of transfer costs.

Shareholder and joint venture arrangements

Most corporate disputes we litigate began as an arrangement between people who trusted each other and did not write down what would happen if they stopped. We draft shareholder agreements and joint venture documents that address the questions that actually cause trouble: who decides what, how profits come out, what happens on deadlock, how a shareholder exits, and how the business is valued when they do.

Commercial agreements

Supply, distribution and agency agreements; construction and development contracts; leases of commercial premises; service and consultancy arrangements; and the review of contracts a client has been asked to sign by a counterparty. Where a contract crosses borders, we advise on governing law and on where a judgment could realistically be enforced — a clause that is worthless if the other party's assets are somewhere the judgment will not reach.

Ongoing compliance

A TRNC company must maintain a registered office, keep its statutory registers, file annual returns and accounts, and meet its tax registration and reporting obligations. These are not burdensome, but they are not optional, and a company that falls behind can face penalties or strike-off. Where a company holds property, strike-off is a serious problem rather than an administrative one. We keep clients' filings current so that question never arises.