Setting up a company in Turkey
Cektir Law Firm | Av. Berk Çektir and Av. Uğur Karacabey
The company's headquarters
First of all, according to Turkish Law, to set up a company in Turkey, the company must have a headquarters in the country.
There are two options:
Real Headquarters to get a location that will be an actual place owned by the company.
Virtual Headquarters to get virtual place, which is 100 % legal address given to you by the state however, the place is not a real place for your business.
Company types
According to Turkish Commercial Code there are five different types of companies in Turkey.
These are;
Joint Stock Company
Limited Company
Collective Company
Limited Partnership
Cooperative
The establishment, main characteristics and procedures of these companies are regulated in the Turkish Commercial Code No.6102.
Joint stock companies and limited companies are most common type of companies in Turkey. Approximately 82% of all companies are limited companies, whereas 13% are joint stock companies and 4% are cooperatives. The total of collective and limited partnership companies are around %1.
Joint Stock Company
The minimum capital amount is 50.000 Turkish Liras. (For non-public joint stock companies capital may be at least 100.000 Turkish Liras.)
General rule is that joint stock companies shall be managed and represented by the BoD (Board of Directors). Board of directors can be comprised of a single person, are not required to be a shareholder. Board Members can be appointed for up to 3 years.
Shareholders are liable only with their capital subscription to the Company. Shareholders that are not Board Members are not responsible from unpaid public debts (such as, taxes, social security premiums of the employees etc.) of the Company (collectively the “Public Debts” or the “Public Liabilities”)
Joint Stock Companies may go public. Shareholders may freely transfer their shares to others. Share transfer does not need to be registered or announced in Trade Registry Office (Company House).
Board Members are responsible only with their negligence. Board Members are liable for their tortious acts; company creditors, shareholders and company have a right to sue Board Members for such an act.
Limited company
The capital of the limited company is at least 10.000 Turkish Liras.
Limited Companies are managed and represented by all shareholders. At least one of the shareholders of the company should be a manager with unlimited authority to sign on behalf of the company.
Shareholders liable only with company assets against third parties.
Shareholders in proportion with their shares are liable from Public Debts of the Company, which cannot be received partially or totally from the Company.
Company is liable from tortious acts of the Managers that take place during exercising company works. Managers are under obligation of duty of care and are obligated to preserve benefits of the Company with good faith.
Setting up a company in Turkey by foreign real person and legal entities are subject to the same rules as domestic investors.
Establishment procedures are performed electronically on the Central Registry System (MERSIS)
MERSIS
“MERSIS” for the purpose of carrying out registration process within the online data base of the Trade Registry Offices has been introduced. All kinds of incorporation registration transactions of the company before İstanbul Trade Registry, one of the authorized signatories of the company, should be registered with the Mersis system as the so-called “registration representative”.
Documents required for registration of Joint Stock Company
The Articles of Association with signatures of the founders.
Document showing that at least twenty-five percent of the capital committed in cash is deposited in the bank.
Receipt of payment showing that the Competition Authority’s share has been paid.
If capital other than cash is committed, letter to be taken from the relevant registry stating that there is no restriction on the capital in kind.
If any, contracts with the company being established and with its founders and other persons about the establishment, including those related to the takeover of non-cash assets and Corporation.
For companies whose establishment is subject to the approval or appropriate opinion of the Ministry or other official institutions, the letter of permission or appropriate opinion.
If any, written statements of non-shareholder board members, that they accept this duty.
In the event of a legal person in the board of directors, the name and surname of a real person determined by the legal person on behalf of the legal person and the notarized copy of the decision of the competent body for this determination.
Signature declarations of persons who authorized to represent and bind the company.
Documents required for registration of Limited Company
Company agreement with signatures of founders.
Written statements of non-partner member of board of directors that they accept this duty.
In the event of a legal person in the board of directors, the name and surname of a real person determined by the legal person on behalf of the legal person and the notarized copy of the decision of the competent body for determination.
If capital other than cash has been committed, letter to be taken from the relevant registry stating that there is no restriction on the capital in kind.
If any, contracts with the company being established and with its founders and other persons about the establishment, including those related to the takeover of non-cash assets and Corporation.
Signature declarations of company directors.
Document of payment indicating that the Competition Authority’s share has been paid.
Letter from the relevant register stating that there is no restriction on the capital other than cash committed.
Document showing that the immovable, intellectual property rights and other values put as capital other than cash are annotated to the registries where they are registered.
Av. Berk Çektir and Av. Uğur Karacabey (berk.cektir@bbclegal.com | u.karacabey@bbclegal.com)
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