REPUBLIC OF TURKEY

MINISTRY of CUSTOMS and TRADE

Department of Companies


According to the Turkish Commercial Code No.6102, the Department is in charge of implementation of provisions of this Code to commercial corporations.
 
A-) COMPANY TYPES ACCORDING TO THE TCC 
 
General provisions and types of the commercial corporations are regulated in the Turkish Commercial Code No. 6102. Under this Code, commercial companies include:
  1. Joint-stock Company
  2. Limited Company
  3. Collective Company
  4. Commandite Company
  5. Cooperative
     
The commercial companies subject to Turkish Commercial Code and its secondary legislation, are classified as capital companies and partnership companies.
 
Capital companies: Joint-stock Company and Limited Company and Commandite Company Divided Into Shares. There is limited liability for the partners.
 
Partnership companies: Commandite Company and Collectıve Company. There is unlimited liability for the partners.
 
Joint Stock Companies and Limited Companies are the most commonly preferred types of companies in Turkey. 
 
1-) Joint-Stock Company
 
In accordance with the Turkish Commercial Code No. 6102, a joint-stock company is a company whose capital is determined and divided into shares and which is liable for its debts only to the extent of its assets. Shareholders are held liable only to the company and to the extent of the capital shares they subscribed.
 
Joint Stock Company's stock capital is divided into shares and the liability of the shareholders is restricted with the capital subscribed and paid by the shareholder. Joint-stock companies may be founded for any economic purposes and businesses provided that such purposes or businesses are not prohibited by law. One (1) or more shareholding founders must exist for any joint-stock company to be duly founded. The natural and legal persons holding subscribed shares and having signed the articles of association may be founders.
 
We may classify joint stock companies as public company and private company. Private Companies are subjected to the Turkish Commercial Code and its secondary legislation. Public Companies are subjected to Turkish Commercial Code in terms of general provisions and also to Capital Market Legislation in terms of special provisions.
 
The capital stock including the capital amount subscribed completely in the articles of association will be a minimum of fifty thousand Turkish Liras (TRL 50,000) and in case of private joint-stock companies having adopted the registered capital system showing the authorized capital that may be increased by the board of directors, the original capital will be a minimum of one hundred thousand Turkish Liras (TRL 100,000).
 
Joint-stock company has a written articles of association which is registered with the trade register in the place where the company’s principal office is located.
 
According to the Communiqué Regarding Increase of Capitals of Joint Stock and Limited Liability Companies up to the New Thresholds and Determination of Joint Stock Companies which are Subjected to the Permission for Incorporation and Amendment of Articles of Association, issued in the Official Gazette dated 15 November 2012, the joint stock companies subjected to the permission of the Ministry of Customs and Trade for incorporation and amendment of their Articles of Association are as follows: Banks, Financial leasing companies, Factoring companies, Consumer financing and card service companies, Asset management companies, Insurance companies, Holdings founded as joint stock companies, Companies operating exchange offices, Companies engaged in public warehousing, Companies engaged in licensed warehousing for agricultural products, Specialized commodity exchange companies, Independent audit firms, Surveillance companies, Companies administering technological development zones, Companies subjected to the Capital Markets Law and Companies establishing and operating free zones.
 
The organs of the joint stock companies are the General Assembly and the Board of Directors. The General Assembly is the highest decision-making body and is composed of all shareholders. The Board of Directors comprised of one or more persons designated in the articles of association or elected by the general assembly, is in charge of the management and representation of the company.
 
The transfer of shares in joint stock companies are not subjected to the General Assembly's approval in principle. Joint-stock companies may also issue bearer or registered share certificates and bonds.
 
2-) Limited Company 
 
A limited company is a company formed by one (1) or more real or legal persons, having a corporate title and a predetermined (fixed) capital and with a liability limited to the corporate assets. The shareholders are liable towards the company and this liability is limited with their share of the capital.
 
A limited company may be formed by minimum of one (1) and maximum of fifty (50) real or legal person shareholders with a minimum capital of TRL 10,000.
 
A limited company has a written articles of association registered with the trade register in the place where the company’s principal office is located. The company acquires legal personality (entity status) at the completion of such registration.
 
 
A limited company may be founded for any economic purpose and business provided that such purpose or business is not be prohibited by law.
 
Registered share certificates may be issued in a limited company and the transfer of shares in  limited companies is subjected to the General Assembly's approval in principle.The shares of a limited company can't be exchanged in stock-exchange.
 
The organs of the limited companies are Shareholders General Assembly and Directors of limited company.
  1. Shareholders General Assembly: It is the highest decision-making body where all partners  are represented

  2. Directors of limited company : It is responsible for the company's management and representation.

3-) Commandite Company
 
Under the TCC, Commandite Companies are founded to operate a commercial enterprise under a trade name. There are two types of Commandite Companies: simple commandite partnership (Partnership Company) and commandite company divided into shares (Capital Company). Companies are founded with at least these two partners: one of them is the commandite partner and other is commanditer and there is no minimum capital required. The commanditers (partner with limited liability) have the liability limited to the capital subscribed, while for commandite partner there is no limitation of liability. Commanditer partners can be real or legal persons. The commandite partners are formed by real persons and may function at management level. The rights and obligations of the shareholders are determined by the articles of association.

4- Collective Company

It is the company founded to operate a commercial enterprise under a trade name and, the liability of none of the shareholders is limited only to the capital subscribed and paid by the shareholder. No minimum capital is required. It is mandatory that all the shareholders be real persons. The rights and obligations of the shareholders are determined by the articles of association. Each partner is responsible for the management of the company.
 
Commandite Company and Collective Company are the least common company types in Turkey.
 
  
B-) FOUNDATION OF COMPANIES IN TURKEY 
 
Company establishment procedures are regulated in the Turkish Commercial Code No. 6102 and Trade Registry Regulation. According to the Code, the establishment of  company is carried out by applying to the trade registry offices operating within the chambers of commerce and industry or chambers of commerce. The process of foundation may be concluded in a day, if all the necessary documents are submitted to the relevant registry office. All the processes are carried out electronically on Central Trade Registry System (MERSIS). 
 
1-) The Steps of Foundation Are; 

1. Preparation of articles of association on MERSIS and obtaining a potential Tax Identification Number,

2. Confirmation to the signatures of the founders in the articles of association,

(Founders have two options here. The confirmation can be made in the commercial registry office as well as in the public notary.)

3. Depositing up to % 0, 04 of the subscribed capital to the account of Competition Authority and paying up at least % 25 of the subscribed capital to a bank account which was opened in the name of company,

4. Applying to the Trade Registry Office for registration with necessary documents,
 
5. Notification of the foundation of the company to relevant public authorities (Upon the completion of the establishment of the company, MERSIS transmit the notification to Revenue Administration’s electronic system for the start of the company's tax liability proceedings.)
 
The foreign natural and legal persons are free to establish a company in Turkey under the same rules for domestic investors.
The Trade Registry Regulation indicates the necessary documents by company types for registration.

In accordance with the Article 586 of the Turkish Commercial Code no. 6102 and Article 90 of the Trade Registry Regulation, the following documents are required for the submission of an application for a limited company registration:
 
  • Articles of association including confirmed signatures of founders,
  • The written statement of non-shareholder members of board of directors stating the acceptance of this duty,
  • In case of the participation of a legal person in the board of directors, the name of the natural person acting in the name of the legal person, and the notarized copy of the decision regarding the appointment of this natural person,
  • The report prepared by the expert to be assigned by the competent commercial court regarding the capital in kind,
  • The statement of the relevant registry showing that there is no limitation on that capital in kind,
  • The document showing that annotations have been added into relevant registries regarding the capitals in kind (intellectual property rights and other assets),
  • The written agreements between founders, others persons and the founding company regarding the foundation of the company; as well as the agreements relating to the  transfer of non-cash assets and commercial enterprises.
  • Signature declarations of the company directors which are prepared in notary public or trade registry office.
  • A bank letter indicating that at least twenty-five percent of the share certificates have been deposited in the company’s bank account
  • The bank receipt of 0.04 % of capital of the company showing that the amount was paid to the account of the Competition Authority
 
 

2-) Branch

According to Article 118 of Trade Registry Regulation, the places and stores which are connected to a business corporation either within the same or different trade registry area, carrying out industrial or commercial activity by oneself are identified as a branch without considering whether they have independent capital or accounting.
 
According to Article 40 of Turkish Commercial Code, the branches whose headquarters are located in Turkey, must register in the trade registry where they are located.
 
On the other hand; Branch offices in Turkey of commercial enterprises which have principal offices outside Turkey shall be registered in the same manner as domestic commercial enterprises without prejudice to the provisions concerning trade names of the laws of the country where principal offices are founded. A fully authorized commercial representative who resides in Turkey shall be appointed for these branch offices. If any said enterprise has more than one branch office, additional branch offices to be opened after the registration of the first one shall be registered in the same manner as branch offices of local commercial enterprises.

 
3-) The Application Documents 
 
* To register a branch of a Turkish company, the documents written in Article 120 of Trade Registry Regulation must be submitted to relevant registry office. These documents are: 
  • If a permission from the Ministry or other institutions is required prior to opening this sort of branch, this permission or approval document,

  • The notarized copy of decision taken by the authorized body of the company regarding to opening the branch,

  • Certified copy of the articles of association with amendments, if any,

  • A certified copy of the registry records of corporate foundation,

  • The Turkish Trade Registry Gazette which the last registry related to corporate foundation was published in,

  • The notarized specimen signature of legal representatives of the branch 

* To register a branch of a foreign company, the documents cited in Article 122 of Trade Registry Regulation must be submitted to the relevant registry office. These documents are:

  • The document showing the requirements was fulfilled by the parent company to open a branch in its home country, and the documents required for this process and, a translated copy of this document

  • All the documents required to open a branch in the home country (the country where parent company is located)

  • The documents showing  up-to-date registry data of the parent company and certified copy of the articles of association and translated copies of these documents.

  • The decisions taken by the authorized body of the company regarding to opening the branch and assignment of a fully authorized representative who lives in Turkey. And, a translated copy of this document.

  • The trade name, company type, field of operation, type and total amount of capital, date of foundation, trade registry number, governing law, whether it is a member of EU or not, web site of the parent company. The business name and capital of the branch.

  • In the decision to open a branch; the person(s) fully authorized to represent the branch in Turkey at public and private institutions including courts; however if the powers of these persons are not mentioned, the letter of attorney and Turkish translated copy of this document.

  • The notarized specimen signature of legal representatives of the branch

  • If a permission received from the Ministry or other instructions is necessary prior to opening this sort of branch, this permission or allowance document 

* The data recorded in trade registry regarding a branch of a foreign company: 

  • The trade name of parent company, the center of the business corporation

  • The capital of parent company

  • The capital of the branch

  • The trade name and the address of the branch

  • The field of operation of the branch 

  • The decision taken by the authorized body to assign a legal representative

  • The name, nationality, ID number and the residential area of the fully authorized representative/representatives