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Establishing a New Company

Establishing a New Company in Turkey

Regulatory environment of Turkey is considerably business-friendly. One may set up a business in Turkey without considering nationality or place of residence.

Company Establishment in Just One Day

It is possible to establish a company in just one day provided that you apply to the relevant Trade Registry Office with the necessary documents.

Types of Companies

Incorporated companies:

a) Joint-stock company (A.Ş.)
b) Limited liability company (Ltd.)
c) Commandite company
d) Collective company

Unincorporated companies:

a) Joint venture
b) Ordinary partnership
c) Consortium

Companies subject to Special Legislation

Holding companies, publicly held companies, banks, insurance companies, private finance institutions, factoring companies, exchange offices, financial leasing companies and public warehouses are subject to the Capital Markets Law, while companies that are founders and operators of Free Trade Areas are subject to a permit from the Ministry of Industry and Trade.

Joint Stock Company

The stock capital of this type companies is partitioned into shares. The liability of the shareholders is limited to the capital subscribed and paid by the shareholder. A minimum capital of TRY 50,000 and at least five shareholders (real persons or legal entities) are obligatory. The company’s organs necessarily contain a general assembly, an administrative board and a supervisory board.

Limited Company

A limited company is established with at least two and at most fifty real persons or legal entities. Company shareholders’ liability is limited to the capital subscribed and paid by the shareholder. The minimum capital has to be TRY 5,000. By contrast with joint stock companies, stock certificate is not issued.

Commandite Company

This type of company is established in order to operate a commercial enterprise under a trade name. In a commandite company, the liability of some shareholders is limited to the capital subscribed and paid by the shareholder (commanditer), while there is no limitation for liability of some shareholders. Legal entities can only be commanditer. A minimum capital is not mandatory.  The rights and obligations of the shareholders are determined by the articles of association.

Collective Company

The establishment of a collective company is to manage a commercial enterprise under a trade name. All the shareholders have to be a real person. In this case, the liability of none of the shareholders is limited only to the capital subscribed and paid by the shareholder. No minimum capital is required. The shareholders’ rights and obligations are determined by the articles of association.

Company Establishment Procedures

Three notarized copies of the articles of association (one copy original) are arranged.

Within 15 days at the latest following the notarization of the articles of association, application should be made to the relevant Trade Registry Office with the required documents listed below:

Documents for the Company Establishment

-A company establishment petition and a notification form duly filled in and signed by persons authorized to represent the company. The list of the necessary documents and forms to fill can be downloaded at www.sanayi.gov.tr  and www.hazine.gov.tr

-Notarized signatures of persons authorized to represent the company together with the company trade name.

-A letter of commitment in accordance with Article 29 of the Trade Registry Regulation.

-The bank receipt testifying that 0.04% of the company capital has been deposited to the account of the Turkish Competition Authority at a state bank or the Central Bank of the Republic of Turkey.

-Certified copies of the ID certificates of the real person founders and their residence certificates (if they have Turkish citizenship)

-If there are any real persons of foreign citizenship among the founders of the company, the copy of the founder’s passport to be submitted together with the passport itself or its notarized copy.

-If the foreign shareholder(s) is a legal entity; the original copy of the certificate of activity issued by the competent authorities and certified by the relevant Turkish Consulate or apostilled and its notary certified translation

-If there are any rights and movable and immovable assets to be put in as capital for a company to be established; expert report of the assessment made to ascertain the value of these and the related court decision for the expert assignment

Business Opportunities in Turkey

– Turkey has a dynamic  business environment with many opportunities in a speedily changing market.

– The Turkish Government presents considerable incentives for issues such as encouraging regional development, manufacturing investment, favoured industries.

– There is no inhibition on the ratio of foreign shareholding generally.

– Turkey has a highly dynamic, disciplined, trainable and young workforce.

– Manufacturing costs are low.

– Existing EU integration process improves prospects.

– Turkey is member of Customs Union with EU since 1996.