ESTABLISHING A COMPANY IN TURKEY


Foreigners establishing a company in Turkey to do business, making investment, providing employment, and conducting activities that will earn the country foreign exchange are welcomed and encouraged by our country. Legislation and informative institution sites showing that foreign investors are supported by the state are as follows:

http://www.invest.gov.tr/tr-TR/investmentguide/investorsguide/Pages/EstablishingABusinessInTR.aspx   

Turkey’s Foreign Direct Investment (FDI) Law,
https://www.mevzuat.gov.tr/MevzuatMetin/1.5.4875.pdf

Turkey’s Foreign Direct Investment (FDI) Law Enforcement Regulation
https://www.mevzuat.gov.tr/Metin.Aspx?MevzuatKod=7.5.4396&MevzuatIliski=0&sourceXmlSearch=do%C4%9Frudan%20yabanc%C4%B1

 

COMPANY ESTABLISHMENT

The company types are regulated in article 124 of the Turkish Commercial Code (“TCC”) and, accordingly, collective and limited partnership companies are regulated as proprietorship companies; incorporated, limited and partnership companies whose capital is divided into shares are regulated as equity companies.  Each of the commercial companies mentioned have a separate legal entity.

PROPRIETORSHIP COMPANIES

Issues such as the definition of collective and limited partnership companies, capital debt, competition ban, responsibility for profit and loss, partners’ liabilities towards third parties are regulated in detail in the TCC.

Accordingly, as set out in Article 211 of the TCC, the collective company is established between natural entities and the partners’ liabilities are in no way limited way to third parties, namely, company creditors. The ultimate goal here is to run a business under a trade name.

In Article 304 of the TCC, which regulates the limited partnership company, the liability of one or more of the limited partners is not limited to the company creditors, while the liability of other partner or partners is limited to a certain capital.

For the establishment of the collective company and the limited partnership company, the company’s articles of association must be signed by the founders or proxies at the registry office with the latest amendment to the notary or legislation.

As per legislation, the amount of money that each partner commits to put as capital; the value of non-money capital and how this value has been determined; in the event non-monetary labor is proposed as capital, the value of the labor are required to be stated in the articles of association of the collective and limited partnership company.

EQUITY COMPANIES

The most commonly founded and preferred equity firms in Turkey are incorporated and limited companies.

As stipulated in Article 329 of the TCC, the incorporated company is the type of company whose capital is determined and divided into shares, and is solely responsible for its assets due to its debts; shareholders of the incorporated company are solely responsible for the amount they have committed as capital and towards the company.  Incorporated company shareholders have no responsibilities due to public debts.

In incorporated companies, the basic capital, which expresses the capital committed in the articles of association, cannot be less than Fifty-Thousand Turkish Lira. At least 1/4 of this amount must be paid together at the time of establishment, and the remaining 3/4 must be paid within 2 years at the latest from the registration of the incorporated company. A single shareholder is sufficient to establish an incorporated company.

The limited company is established by one or more natural or legal entities under a trade name; its basic capital is determined by the articles of association and consists of the total of the shares of the partners. The partners are not responsible for company debts, except public debts, and are obliged to pay only the capital shares they have committed towards the company. The maximum number of partners is fifty. The principal capital of the limited company is at least Ten-Thousand Turkish Lira and, unlike the equity company, the condition that 1/4 of the nominal values of the shares committed in cash must be paid before registration is not applicable in terms of limited companies. Within this scope, a limited company may be established without making a payment regarding the capital committed during the registration and establishment phase.

In equity companies, issued such as the company’s total capital and the nominal value attributed to each share, the shares that shall be written to the name or bearer; privileges granted to certain shares; transfer restrictions are required to be included in the articles of association to be certified and the shareholding agreement that will be binding between the shareholders. Incorporated companies have a decision-making body in the form of the board of directors and general assembly, while limited companies have a decision-making body in the form of directors board and general assembly of partners.

Specific to the transfer of shares, the physical transfer of the shares printed in incorporated companies is sufficient and there is no need for any notary ceremony or registration of the share transfer in the relevant trade registry office as a founding transaction. In limited companies, the contract for the transfer of shares must be approved by a notary. In terms of debts within the scope of public debt, although incorporated company partners have no liabilities under any circumstances, in limited companies, along with the limited company, limited company shareholders have liabilities too.

Within the framework of the registration and establishment of both proprietorship companies and equity companies, we carry out the tasks and procedures outlined below.

-Preparation of the Company’s Articles of Association

-Applying via MERSIS and scheduling an appointment for registration

-Receiving the bank blockage letter, opening a bank account

– Receiving and keeping company commercial books

-Tax opening and notification

-Social Security Institution (SSI) registration

-Obtaining License to Open and Operate a Business

-Making necessary notifications to the Directorate General of Foreign Capital

-Printing share stocks and invoice

-Company seal

-Signature circular

 

CONDITIONS FOR FOREIGNERS OPENING BUSINESS IN TURKEY

Foreigners establishing a company in Turkey to do business, making investment, providing employment, and conducting activities that will earn the country foreign exchange are welcomed and encouraged by our country.

​Turkey’s Foreign Direct Investment (FDI) Law is based on the principle of equal treatment and allows international investors to be entitled to the same rights and liabilities as local investors.

The conditions for company establishment and share transfer are the same as those applied to local investors. Accordingly, international investors can establish all types of companies specified in the Turkish Commercial Code (TCC).

The TCC offers a corporate governance approach that encourages private equity and public offering activities, enables transparency in management procedures, and makes Turkey’s business environment compliant with EU legislation and the EU accession process.

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