October 8, 2021
We will give brief information in this article about the procedures required to establish a Joint Stock Company in Turkey and the documents to be prepared.
Joint Stock Company establishments in Turkey can be done in a short time. Of course, first of all, the business plans of the shareholders and investors should be negotiated and the most suitable company type for investment and the qualifications of this company (capital, management, etc.) should be determined.
Draft documents are prepared according to the criteria determined as a result of the negotiations and submitted to the approval of the founding shareholders. After approval, the company’s Articles of Association are entered into the Central Registry System (CRS). Then, an appointment is made for the physical submission of the incorporation documents to the Trade Registry Office.
An application must be made from the Central Registry System and an appointment must be made from the Central Registry System with the request number. It is necessary to be present at the regional representative on the day and time of the appointment.
The documents to be prepared and submitted for the establishment of the Joint Stock Company and explanations about them are given below.
1-) Petition
- It must be signed by the company’s Board of Directors or authorized members, if signed by proxy, the original or certified copy of the power of attorney must be attached, the tax office to which the company will be affiliated must be specified, and the accompanying document must be included. In the petition, the title of the company, the capital center opening date and the subject of the actual activity on that date should be clearly indicated together with the NACE code, and it should be written that the responsibility belongs to the person or persons who signed the petition if it is determined that this information is correct.
2-) Chamber registration declaration (Must be signed by authorized persons – there must be pictures of shareholders)
3-) If there is a foreign shareholder, 1 copy of the establishment notification form
4-) Translated notarized passport copies of foreign real person shareholders, tax number to be obtained from the tax office or a document showing the identification numbers for foreigners, and a notarized residence permit if residing in Turkey
5-) If the Articles of Association prepared in the CRS is to be signed by the shareholders, the shareholders must be present at the relevant unit at the appointment time. If the Articles of Association is to be signed by proxy, the shareholders do not need to come to the Directorate if the wet signed power of attorney is submitted, it is sufficient for the person to whom the power of attorney is given.
6-) Signature statements of persons authorized to represent the company, other than the shareholders, can be prepared in our Directorate or in other directorates to be sent to our Directorate, as well as at a notary public.
7-) Four out of ten thousand of the capital, the Competition Authority’s share, must be deposited to the Chamber’s cashier.
8-) Bank letter showing the name, surname / title of the shareholders of the company who deposited money into the bank account opened, indicating that the minimum amount specified in the law or the Articles of Association is paid, as well as the amounts deposited by each shareholder and the total deposited amount (In case the whole or part of the company’s capital is committed in cash, at least ¼ of the nominal value of the shares committed in cash must be paid before the registration and the remainder within twenty-four months following the registration of the company.) Only one receipt is not accepted.
9-) The original or certified copies of the expert’s report on the valuation prepared by the court-appointed expert regarding the determination of the capital in kind and the businesses to be taken over during the establishment and the value of the capital in kind, and the original or certified copies of the court’s expert appointment letter
10-) The original of the letter to be taken from the relevant registry stating that there is no restriction on the capital in kind.
11-) The original document showing that the immovable, intellectual property rights, and the real property, which are registered as capital in kind, are annotated to the registers where they are registered.
12-) Agreements made with the company being established, the founders and other persons and related to the establishment, including those regarding the takeover of the month and businesses
13-) For companies whose establishment is subject to the permission or approval of the Ministry or other official institutions, the original copy of this permission or approval letter
14-) A document confirming that non-shareholder members of the board of directors accept the assignment. In this document, the place of residence, nationality, identity number if a Turkish citizen, tax number if a foreign national or identification number for foreigners should be stated. If it is a foreign national, a certified copy of the passport and a notarized residence permit for foreign nationals residing in Turkey must be attached.
15-) In case the legal person is elected to the board of directors, notarized copy of the authorized body decision (In case the legal entity is a foreign person, this decision must be approved by the Turkish Consulate in the country where the company is subject or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents and their notarized Turkish translations must be made) of the legal person board member, taken together with the legal person and on behalf of the legal person, including the real person’s name, surname, address, nationality and TR identity number (tax number for foreign persons or identification number for foreign persons), and if a foreign natural person is determined on behalf of the legal person and this foreign natural person is also residing in Turkey, the residence permit and a notarized copy of the passport with Turkish translation.
16-) If the member of the board of directors is a foreign legal person, the document containing the current registry records of the legal person (This document must be approved by the Turkish Consulate in the country the company is subject to or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents, and their notarized Turkish translations must also be made.)
- If there is a foreign legal shareholder / legal authorized person, the tax number should be stated in the Articles of Association.
17-) In case the parents of the underage company shareholder or any of the parents are shareholders in the company, the decision to appoint a trustee from the court for the underage shareholder
18-) In customs consultancy companies, notarized customs consultancy permit document of the shareholders and authorized managers in customs procedures appointed from outside must be submitted. In authorized customs consultancy companies, a notary approved AUTHORITY CERTIFICATE from the Undersecretariat of Customs of the shareholders must be submitted.
19-) If municipalities and other local administrations and their unions are among the founders of the company to be established, a copy of the President’s decision permitting the participation of these organizations
MOREOVER;
THE FOLLOWING ISSUES MUST BE CONSIDERED AND THE LISTED DOCUMENTS IN SOME CASES MUST BE ADDED.
- Trade Name Reminder
- In the Articles of Association, the names and surnames of all shareholders, members of the board of directors and managers, as well as their place of residence, citizenship and Turkish Republic identification numbers (tax number for foreign persons or identification number for foreign persons) will be specified.
ESTABLISHMENT OF JOINT STOCK COMPANIES WITH SINGLE SHAREHOLDER
In joint stock companies with one shareholder, the application must be submitted with the documents required in joint stock companies with more than one shareholder. Also, any other document is not required.
For detailed information about the establishment of a joint stock company in Turkey, please contact us.
Source: Karen Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.
