1.What types of companies are regulated under Turkish Commercial Code?
General provisions and types of the commercial companies are regulated in the Turkish Commercial Code No. 6102. Under this code, commercial companies include:
- Joint-stock Company
- Limited Company
- Collective Company
- Commandite Company
The commercial companies subject to Turkish Commercial Code and its secondary legislation, are classified as capital companies and partnership companies.
Joint-stock Company, Limited Company and Commandite Company Divided Into Shares
. There is limited liability for the partners.
: Commandite Company and Collective Company. There is unlimited liability for the partners.
Joint Stock Companies and Limited Companies are most commonly preferred types of companies in Turkey.
2.What is the company establishment process in Turkey?
There are four major steps in the formation of a company in Turkey:
- Preparation of the articles of association via the online website of the Central Registry System (MERSIS)
- Notarization of signatures of founders on articles of association
- Deposit of at least 25% of subscribed capital to a bank account opened in the name of the company
- Application to the registry office for registration with relevant documents.
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:
- Notarized articles of association including the signatures of founders,
- The statement of founders prepared as per Article 349,
- 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.
- Notarized signature declarations of the company directors.
- The bank letter showing a minimum subscribed capital of 25%
- The bank receipt of 0.04 % of capital of the company showing that the amount was paid to the account of the Competition Authority
3.Is it possible for foreign natural and legal persons to establish a company in Turkey?
Yes, foreign natural and legal persons are free to establish a company in Turkey under the same rules for domestic investors.
4. Is it possible for foreign companies to open a branch in Turkey?
Yes, to register a branch of a foreign company the following documents mentioned in Article 122 of Trade Registry Regulation must be submitted to relevant registry office:
- 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.Besides, the name and the surname of person(s) fully authorized to represent the branch at courts, private institutions, public institutions and organizations.
- 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 institutions is necessary prior to opening this sort of branch, this permission or allowance document .
5.Is it possible for foreign natural and legal persons to be assigned as director in a Turkey based company?
Yes, without prejudice to the provisions
regarding work permit, foreign natural and legal persons can be assigned as director in a Turkey based company. For work permit, please contact with Ministry of Labor and Social Security
6.Is there a residency requirement for company directors?
No, the persons who settled out of Turkey can also be a company director.
7. Is it possible for a foreign company or enterprise to transfer its principle office to Turkey?
Yes, it is possible. Article 115 of Trade Registry Regulation shows the necessary documents for this proccess. Where the principle office of an enterprise or a commercial company is transferred to Turkey, the following documents other than the ones required for registration of companies or enterprises are also required to submitted to the relevant registry office.
- A document and its Turkish translation that shows the existence of the commercial company or commercial enterprise that is going to transfer its principle office according to the law of foreign country and that is issued by trade registry of this country or by the relevant authority.
- The document obtained from the competent foreign authority concerning the compliance of transfering the center according to its law and Turkish translation of this.
- If the enterprise which is going to transfer its center is a company, its articles of association adapted to Turkish law and a Turkish translation of it.
- Where the registration of the company that is going to transfer its principle office is dependent to permission, the written permission from the relevant authority.
The documents mentioned in a,b and c must be approved by a Turkish consulate or approved in accordance with the provisions of Convention Abolishing the Requirement for Legalisation for Foreign Public Documents. And, a notarized translated copy of these documents must be submitted to relevant registry office together with them.