ESTABLISHING A COMPANY IN TURKEY
Types of Companies in Turkey
Establishing a company in Turkey. There are corporate and non-corporate forms for companies, which states that companies may be established under the following types:
- Limited Company
- Incorporation Company
- Cooperative Company
Although some financial thresholds and organs differ from each other, the procedures to be followed for establishing a Limited Company or an Incorporation Company are the same.
- Collective Company
- Commandite Company
Although companies may be established according to these five different types of Limited Company and Incorporation Company are the most common types chosen both in the global economy and Turkey.
How to Establish a Company in Turkey
Basically, for every company establishment;
-The scope of activity,
-Who will be the manager / representative,
-Capital and shares should be determined.
A bank account must be opened on the Potential Tax ID (depending on the type and capital amount of the company) and 1/4 of the new partnership capital (25%) should be deposited into this account. The notarized copies of the Company’s documents must be registered in the central registry system and the documents listed below should be submitted to the Trade Registry Office:
- Chamber of Commerce registration petition,
- Establishment notification form,
- Notarized company main contract,
- If the foreign partner is a real person, a notarized passport copy and a potential tax number,
- If the foreign partner is a legal entity, the notary approved translation of the Registry Summary and certificate of activity issued by the chamber of industry or commerce or of the court of competent jurisdiction containing the apostille annex or approved by the Turkish Consulates,
- Notarized translated power of attorney given to the real person who will carry out the establishment transactions,
- Notarized signature declaration of the company’s authorities under the company title (registration request),
- ‘Collected’ stamp and signed bank statements,
- ‘Collected’ stamp and signed bank receipt showing that four out of ten thousand of the capital is deposited in the account of the Competition Authority,
- Registration of the Chamber of Commerce.
A potential tax number must be obtained from the relevant tax office for foreign partners.
After the completion of all these transactions, the company shall acquire legal personality as of the registration of the Trade Registry Office.
Subsequently, operations such as issuing signature circulars to the director or representative, book certificates, obtaining a tax plate, etc. shall be carried out.
Cost of Establishing a Company in Turkey
Capital Amount: The minimum capital of the limited companies is 10,000 TL and the minimum capital of the incorporation companies is 50.000 TL.
Please check this website for other costs: http://www.invest.gov.tr/en-US/investmentguide/investorsguide/Pages/BusinessPremises.aspx
-The incorporation company is only one of the corporate structures foreseen by the Turkish Commercial Code, it remains the most preferred by both local and foreign investors, mainly due to the ability to go public and the fluidity with which share transfers can be realized.
-An incorporation company is governed by its articles of association.
-Incorporation Companies may be established for the realization of all economic and commercial matters that are not prohibited by law. It is mandatory that the subject matter of the articles of association be clearly shown.
-As a general rule, the establishment of an incorporation company is not subject to any regulatory or governmental consent, except for certain specific sectors where the investors are obliged to obtain the consents of the Ministry of Customs and Trade and the relevant regulatory authority.
Companies established with the confirmation of the Ministry
İncorporation Companies of the following type are subject to the prior permission of the Ministry before they change their establishment and / or articles of association;
- Financial leasing companies,
- Factoring companies,
- Consumer finance and card services companies,
- Asset management companies,
- Insurance companies,
- Companies operating the currency exchange office
- Companies dealing with general warehouses
- Companies dealing with licensed warehousing of agricultural products
- Commodity exchange companies,
- Independent audit companies,
- Surveillance companies
- Technology development zone management companies,
- Companies establishing and operating the Free Trade Area.
-In incorporation companies, the legal entity must be established under a trade name and registered in the Trade Registry.
-It is sufficient to have at least one founder in the establishment of incorporation companies. It is possible for the Board of Directors to consist of a person.
-Since the incorporation company is a capital company, the trade name must be related to the business issue. “Incorporation Company -Anonim Şirket” must be written clearly or abbreviated as “AŞ”.
-The liability of the corporation against its debts is limited to its assets. The responsibility of the partners is limited to the capital they undertake.
The rules governing the establishment of a limited company are almost identical to an incorporation company, except that in specific regulated sectors (such as certain financial services sectors), it is not possible to operate as a limited company.
Differences of limited companies from incorporation companies;
-Limited companies can be established with one person, but the maximum number of partners is 50.
-The sale of the share certificate of the company must be made with the general assembly approval in the presence of a notary. It must also be registered from the Trade Registry.
TOPO Law Firm’s Legal Services for Registering a Company in Turkey
Topo Law Firm informs you in advance of all possible costs.
Topo Law Firm assigns you information mails at every stage of the process.
Topo Law Firm plans the meetings in the Trade Registry for you and provides the necessary documents.
As Topo Law Firm has mastered the entire process and works with professional attorneys, Topo Law Firm brings you to the best result in the fastest way.
Publish Date: February 11, 2019