Establishment

ESTABLISHING COMPANY IN TURKEY

Since the FDI Law of Turkey basically aims at the equality between local and foreigner investors, establishing business in Turkey is one of the best options for you. With the latest reforms encouraging investment in Turkey, the business environment has become more transparent and foreign investors have got the same rights with the local ones.

Company establishment process starts with online application. Before that, it would be better to prepare required documents and get the translated and notarized version of them.

Here are the steps for establishing a company in Turkey:

1. Company Contract Preparation and Founder’s Signature Approval

For the company establishment, the company contract is prepared by using the MERSİS system that is basically known as the registration system. While Turkish companies can get a free membership by using their ID numbers, foreign investors need to use their passport number.

But before that, foreigners need to get a potential tax identity number from the Tax Office.

  • Depending on the company type that you are establishing the process may alter a little.

For Limited Companies and Cooperatives, the founders need to go to the Trade Registry Directorate which is where the company is located so that they can sign the contract.

But for other companies like Joint Stock Companies, the founders can sign the contract in any notary or the Trade Registry Directorate where the company is situated.

In case the founders choose the option of notary, it will be enough for them to take the tracking number from MERSIS.

2. Preparation Period for the Signature Declarations of Company Officials

This process notifies the approval of the signatures that will represent the authority of the company. Approval process can be taken in any trade registry offices in Turkey.

3. Depositing a Percentage of Capital to the Account of the Competition Authority

The amount that will be deposited as “Share of the Competition Authority” is defined as 0.04%. This money transaction could be done at the trade registry Office without having to go to the bank.

  • As for Joint Stock Company, there needs to be a bank account under the name of the company. Then, the company needs to deposit at least 25% of the startup capital in the bank and obtain the proof thereof.
4. Applying for the Registration at the Trade Registry Office

After completing the necessary documents, the potential founders of the company apply to the Trade Registry Directorate.

  • For the establishment of the Joint, Limited Companies and the Cooperatives, it is necessary to get the approval of the commercial books by the Trade Registry Directorate.
5. Following Up with the Tax Office on the Trade Registry Office’s Company Establishment
6. Issuance of the Signature Circular
7. Moving Certain Documents to the Electronic Format/ E-TUYS System

WHAT IS NECESSARY FOR THE APPLICATION?

For Joint Stock Companies
  • The Articles of Association of which the signatures of the founders have been certified
  • Proof document showing that at least 25% of the capital is deposited to the company’s bank account
  • Document to prove that Competition Authority’s share is paid
  • If any, valuation reports prepared by the court appointed expert for the determination of the committed capital other than cash, the assets to be taken over during the establishment and non-cash assets
  • If capital other than cash is committed, there should be a letter that is taken from the relevant registry to state that there isn’t any restriction on the capital.
  • In case there is an immovable investment made, there should be a document stating that property rights and other values put as capital in kind are annotated to the registries in which they are registered.
  • In case contracts with the company being established and with its founders and other persons about the establishment, including those related to the takeover of non-cash assets and corporation
  • Letter of permission or appropriate opinion if the company is subject to the approval or appropriate opinion of the Ministry or other official institutions.
  • In case there is any, written statements of non-shareholder board Members stating that they accept their duty
  • In the case of a legal person in the board of directors, the name and surname of a real person determined by the legal person on behalf of the legal person and the notarized copy of the decision of the competent body for this determination.
  • Signature circular of the people who are authorized to represent the company.
For Limited Companies
  • The document for the company agreement that include the signatures of the founders
  • Written statements showing that non-partner member of board of directors accept their duty
  • In the case of a legal person in the board of directors, the name and surname of a real person determined by the legal person on behalf of the legal person and the notarized copy of the decision of the competent body for determination.
  • In case there is any, valuation reports prepared by the court appointed expert for the determination of the committed capital other than cash, the assets to be taken over during the establishment and non-cash assets.
  • In case capital other than cash has been committed, letter to be taken from the relevant registry stating that there is no restriction on the capital in kind
  • In case capital other than cash is committed, document showing that the immovable, intellectual property rights and other values put as capital in kind are annotated to the registries in which they are registered
  • In case there is any, contracts with the company being established and with its founders and other persons about the establishment, including those related to the takeover of non-cash assets and corporation.
  • Signature declarations of company directors
  • Proof document showing that the Competition Authority’s share has been paid