I. Company Establishment in Turkey
Company establisment in Turkey; procedures are possible in the hands of individuals or through the persons they represent by power of attorney. Therefore, lawyers can easily carry out the establishment of companies in Turkey on behalf of their clients.
First of all, it would be appropriate to determine why a company should be established in Turkey. It is also possible to open a branch on behalf of a company established abroad instead of establishing a company in order to carry out commercial activities in Turkey. In addition, it may be another option to open a “liaison office” instead of establishing a company for purposes such as representation and hospitality, controlling, auditing and supplying suppliers in terms of quality and standard of suppliers, technical support, communication and information transfer, egional administrative center.
There may be multiple reasons for opening a company in Turkey. However, the purpose of existence of companies in Turkey is to trade. The sector in which the trade in question is intended to be carried out also brings with it the type of company to be opened and many legal permits to be obtained. For this reason, it is necessary to get legal advice to open a company in Turkey.
II. In which sector do you want to invest in Turkey?
Depending on the sector and field of activity in which trade and business is desired in Turkey, the type of company to be opened may vary. Although the type of company is not important in many sectors and areas, there may be some legal obligations.
The type of company related to the sector to be invested in in Turkey may also change. For example, if an insurance company is to be opened in Turkey, it will be necessary to open a joint stock company that meets the conditions stipulated in the Insurance Law. Similarly, if a bank is desired to be opened, then a joint stock company that meets the conditions stipulated in the Banking Law should be opened.
It may also be necessary to obtain permission and authorization from official government institutions related to the area of trade and the field of activity. For example, a company that wants to do business in the field of “Health Tourism” in Turkey has to obtain an “Authorization Certificate“.
III. Choosing The Type Of Company in Turkey
General Type of Joint Stock Company in Turkey
A joint stock company can be established with a single partner in Turkey. There is no limitation in terms of the number of partners.
The capital of the joint stock company must be at least 50,000-Turkish Lira. (For joint stock companies that adopt the registered capital system, it is at least 100,000-Turkish lira.)
Joint stock company has two organs; General assembly and board of directors. The general assembly takes decisions by voting on the rights granted to it and representing all shareholders. The board of directors is the body that provides the management and representation of the company.
Incorporated company; In the United States and Canada; “Corporation (Inc. Corp.), Societas Europaea (SE) in the European Union, Germany, Austria, Switzerland (Aktiengesellschaft (AG), France Belgium Switzerland (Societe Anoyme (SA)) United Kingdom ( Public Limitet Company (PLC) Italy ( Societa per Azioni (SPA) Spain, Mexico, Argentina (Sociedad Anonima (S.A.) company types are similar.
Holdings, banks, leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, companies operating foreign exchange kiosks, companies operating in general stores, licensed warehousing companies for agricultural products, commodity exchange companies, independent audit companies , surveillance companies, technology development zone management companies, companies subject to CMB, free zone founder and operator companies must be established as joint stock companies.
For detailed information about the joint stock company, you can read our article “Board of Directors in Joint Stock Companies“.
General Information About Limited Company in Turkey
Limited companies can be established as a single partner, but the number of partners cannot exceed fifty.
For limited companies, the basic capital must be at least 10.000-Turkish lira.
Limited companies have two bodies, the general assembly and the board of directors. The general assembly is the body where important decisions are taken regarding the company in which all the partners are represented. The board of directors is the management and representation body of the company.
Limited company; Limidet liability company (LLC) in the United States of America, Gesellschaft mit beschränkter Haftung (GmbH) in the European Union (Societas privata europaea (SPE), Germany Austria, Switzerland) France, Belgium, Switzerland Societé à Responsabilité Limite (SARL, SàRL) United Kingdom Ltd, Limited) Italy Società a Responsabilità Limitata (Srl) Spain Sociedad Limitada (S.L.) Mexico, Argentina Sociedad de Responsabilidad Limitada (S.R.L., S. de R.L.) company types are similar.
You can find detailed information about the limited company “Limited Company Under Turkish Law“
IV. Will The Foreign Company Partner or Manager Get A Work Permit?
These issues should be taken into account when opening a company where the foreign company partner or company manager is required to obtain a work permit. For the work permit of foreign company partners and managers;
If a work permit application is to be made for the foreign company partners or managers of the company to be established; In addition, at least 25% of the shares committed in cash in joint stock companies must be deposited into a bank account opened in the name of the company before the registration of the company.
It is obligatory that the foreign partner of the company requesting permission must have at least 20 percent of the capital, not less than 40,000-TL.
In the workplace for which a work permit is requested, at least five Turkish Citizen Employment of citizens is mandatory. If the foreigner requesting a permit is a company partner, the employment requirement for five persons is required for the last six months of the one-year work permit to be given by the Ministry. If a work permit is requested for more than one foreigner at the same workplace, five Turkish citizen employment will be sought.
You can find detailed information about the work permit of the foreign company partner or manager in “Work Permit of Foreign Company Partners and Managers in Turkey“
Information About The Company Address
A company address can be a property belonging to a person or a company, as well as applications in the form of an address or virtual office in a rented place. (Companies such as production, agency, freelance financial consultancy companies are not allowed to use virtual office addresses.) After the company is established, an official from the tax office comes and checks whether the company operates at that address.
Company Establishment Stages in Turkey
In companies where at least one of the company partners is a foreign natural person; It will be necessary to obtain a potential tax number and open a bank account where the company capital will also be deposited.
Company opening will start with an application on the “https://mersis.gtb.gov.tr/” website.
It would be right to start the company opening with the documents that need to be collected first;
Documents required for establishment of company
- Company Articles of Association
- 2 passport copies of each shareholder
- About the current status of the company and the authorized signatories of the activity certificate
- Notarized copy of the power of attorney authorizing the proxies who will follow the application in the presence of authorized TSM and other official authorities
- Signature statements
- Identity card copies of company directors
- Articles of Association signed by the founding partners,
- Payment receipt showing that at least twenty-five percent of the capital committed in cash has been deposited in the bank,
- Payment document showing that the competition authority share has been paid,
- If any, valuation reports prepared by the court-appointed expert regarding the determination of the value of the capital in kind and the businesses to be taken over during the establishment and the in-kind assets
- If capital in kind has been invested, a letter from the relevant registry stating that there is no restriction on the capital in kind.
- If capital in kind has been invested, a document showing that the real estate, intellectual property rights and other values, which have been put as capital in kind, have been annotated to the registries where they are registered.
- Agreements with the company being established, the founders and other persons, including those relating to the acquisition of in-kind assets and the business, if any.
- For companies whose establishment is subject to the permission or approval of the Ministry or other official institutions, this permission or appropriate opinion letter
- Written declarations of non-shareholder members of the board of directors, if any, that they accept this duty.
- If there is 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 together with the legal person and a notarized copy of the decision of the authorized body regarding the determination
- Signature statements of persons authorized to represent and bind the company
As BAL Law Firm, we offer company formation and corporate consultancy services in Turkey.
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