Company registration in Turkey
What are the types of legal entities I can register in Turkey?
The basic features of the legal entities have recently changed when the Turkish New Commercial Code was ratified. Even though the forms of business remained unchanged, their characteristics may vary from the previous ones.
The new Commercial Code recognizes the following forms of Turkish legal entities: limited liability companies (Limited Şirket), joint stock companies (Anonim Şirket), comandite companies and collective companies.
Besides the above types of companies, other legal entities recognized by the Turkish law are the commercial partnerships (Kollektif Sirket and Komandit Sirket). The ordinary partnerships are not considered legal entities even though their existence is not forbidden.
The A.S (joint stock company) requires minimum one shareholder and may be closed or open. The closed joint stock company must provide a minimum share capital of 50.000 TL and the open joint stock company must provide a minimum share capital of 50.000 TL and a registered capital of 100.000 TL. The open joint stock companies may offer its shares to the public, by registering it to the stock market, unlike the closed joint stock companies. All the shares of the joint stock company may be in cash or kind and must have a nominal value (of minimum 1 KR).
The joint stock companies can issue privileged shares with maximum 15 voting rights. Still, these rights cannot be applicable in certain situations, such as the election of transaction auditors, approving actions for release an liability or the amendments of the articles of association.
The management of the joint stock company is assured by a board of directors that may be formed by a single member. There is no necessity to be shareholder in the company to be part of the board of directors.
A Turkish LTD (limited liability company) is formed by at least one shareholder with a share
capital of minimum 10.000 TL. The minimum share capital has to be deposited at
once, installments are not allowed. The total number of shareholders cannot be
above 50. The management of a limited liability company may be assured by a
manager or a council of managers, which may not be shareholders of the company.
The obligation of keeping a website was recently introduced for the limited
liability companies by the New Commercial Code.
Comandite Company it’s a commercial company formed by commanditers (legal members with limitation of liabilities determined by their subscribed capital) and unlimited members. There is no necessity to subscribe a minimum share capital for this type of business.
Collective Company is a form of business formed with no minimum share capital. The liability of the members is limited by their contribution to the capital. All the shareholders of a collective company must be real persons.
An ordinary partnership (consortium) is formed by a group of entrepreneurs united under an agreement. As a particularity, the ordinary partnerships don’t have a trade name and don’t appear in the Register of Commerce or the Register of Title Deeds. All partners are liable for all the debts and obligations and have equal rights.
The two forms of commercial partnerships are general (Kollektif Sirket -when all the members are fully liable for the debts and obligations and equal rights) or limited (Komandit Sirket -formed by a general partner fully liable for the debts and obligations but with decisional powers and silent partners, liable for the debts and obligations in the limit of their contributions to the capital.
If you need more details about the types of companies, you may contact our law firm in Turkey.
What are the steps for incorporation of a company in Turkey?
Six steps are required in order to incorporate a legal entity in Turkey.
After elaborating and signing the articles of association, this document must be notarized along with the signature declaration of the managers and the commercial books of the entity.
0.04% from the capital has to be deposited at the Competition Authority and the minimum share capital has to be deposited at a bank, which will issue a certificate of paid-in capital.
After that, the applicant must visit the Trade Registry Office and file the incorporation notice form, commitment letter, and Chamber registration statement.
The legal books of the company has to be notarized followed by the last step, the registration for the specific taxes at the Turkish Tax Office and Social Security Administration (performed by the Commercial Register but supervised by the company)
What is the minimum share capital of AS and LS?
The minimum share capital of a limited liability company (LTD) is 10.000 TL, which has to be deposit in a single installment at registration, while the minimum share capital of a joint stock company (AS) is 50.000 TL.
What documents are required for the incorporation of a company in Turkey?
The necessary documents for registering a company in Turkey must be notarized and consists in 3 copies and the original of the articles of association, 2 copies of the signature documents, 2 copies of the identification documents of the firm managers, one copy of the passport for each foreign shareholder and 3 copies of a notification form of establishment. Other requirements are the original receipt from the Ziraat Bankasi, proving that the 0,04% from the capital were deposited the Competition Authority, the certificate of deposit of the minimum capital. For tax reasons, the company has to submit the certificate of registration, which will contain the tax number.
How quickly can I incorporate my company in Turkey?
If all the documents are deposited at time and correctly, in 5 days a legal entity may start to perform commercial activities. When you need assistance for the incorporation procedure, you may contact me directly.