October 7, 2021
We will provide brief information in this article about the procedures and documents required to establish a Limited Liability Company in Turkey.
Limited liability company establishments in Turkey can be carried out 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 confirmation, 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 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.
Documents to be prepared and submitted for the establishment of a Limited Liability Company and explanations about them are given below.
1-) Petition
- It should be signed by all company managers, if signed by proxy, the original or certified copy of the power of attorney should be attached, the tax office to which the company will be affiliated should be specified, and the accompanying document should 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
- It must be signed by the authorized persons and there must be pictures of the shareholders.
3-) If there is a foreign shareholder, 1 copy of the establishment notification form
- Relevant fields must be filled and signed by the authorized person.
4-) Translated notarized passport copies of foreign natural person shareholders, tax number to be obtained from the tax office or a document showing the identification numbers for foreign persons, and a notarized residence permit if residing in Turkey.
5-) If the Articles of Association prepared on the CRS is to be signed by the shareholders, they 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-) If there is a manager other than the shareholders, the managers must be present at the relevant unit at the appointment time. The signature statement will be issued under the company title.
7-) Documentation of acceptance of the position for non-shareholder managers.
- In this document, the place of residence, nationality, identity number if it is a Turkish citizen, tax number if it is a foreign person or identification number for foreign persons should be stated, if it is a foreign person, a notarized copy of the passport and a certified residence permit for the foreign person residing in Turkey should be attached.
8-) If the legal person is elected to the directorate, a notarized copy of the decision of the authorized body (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), including the name, surname, address, nationality and TR identity number (tax number for foreign persons or identification number for foreigners) of the real person determined by the legal person and on behalf of the legal person, and a notarized copy of the decision of the legal person. If the determined real person is a foreign person and residing in Turkey, a residence permit and a notarized copy of the passport with Turkish translation.
9-) In case the manager is a foreign legal entity, the document containing the current registry records of the legal entity
- This document must be approved in accordance with the provisions of the Turkish Consulate in the country the company is subject to or 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 authority, the tax number should be specified in the articles of association.
10-) Four out of ten thousand of the capital belonging to the Competition Authority’s share is taken to the chamber cashier at the time of payment.
11-) In case of a cash commitment, the statement “The nominal values of the shares committed in cash will be paid within twenty-four months following the registration of the company” should be included in the capital clause.
12-) The original or certified copies of the expert report on the valuation prepared by the court-appointed experts regarding the determination of the capital in kind and the enterprises to be acquired during the establishment and the value of the capital in kind, and the original or certified copies of the court’s expert appointment letter
13-) A letter from the relevant registry stating that there is no restriction on the capital in kind,
14-) A document showing that the real estate, intellectual property rights and other capital in kind are annotated to the registries where they are registered.
15-) 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
16-) In customs consultancy companies, notarized customs consultant permission certificate or authorized customs consultant permission certificate of the shareholders and, if any, of the authorized managers in the customs operations appointed from outside, in the customs consultancy companies, the shareholders’ notary approved authorization certificate obtained from the Undersecretariat of Customs
17-) If there are municipalities and other local administrations and unions established by them among the founders of the company to be established, a copy of the President’s decision permitting the participation of these organizations
18-) Incorporation-related agreements with the company being established, the founders and other persons, including those relating to the acquisition of in-kind assets and the business
Moreover, the following points should be noted:
- Trade Name Reminder
- In a limited liability company, the capital share of each shareholder must be 25 TL and its multiples.
- While arranging the capital clause of the Articles of Association, the nominal value of the capital shares and the number of shares belonging to the shareholder must also be specified.
- In the Articles of Association, the names and surnames of all shareholders and managers, as well as their place of residence, citizenship and the Republic of Turkey identification numbers (tax number of foreign persons or identification number for foreigners) will be specified.
- In accordance with Turkish Commercial Code 623/1, at least one of the company’s shareholders must be elected as a manager with unlimited management and representation power.
Establishment of Single Shareholder Limited Liability Companies
In limited liability companies with one shareholder, the application must be submitted with the documents required in limited liability companies with more than one shareholder. Any other document is not required.
For detailed information about the establishment of a limited liability company, 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.
