COMPANY ESTABLİSHMENT PROCESS İN TURKEY

I-Preliminary Preparation: In this stage, investors must decide on the following issues:
• Company type – A.S. or Ltd. Sti.
• Trade Name – In Turkey, trade names must briefly specify the main area of business the company will operate in together with the name of the company type (e.g. X Nakliyat, Ticaret ve Sanayi Anonim Şirketi (in English, X Transportation, Commerce and Industry Joint Stock Company)
• Official address – where the headquarters of the company will be located.
• Capital amount – The minimum capital required to establish an A.S. is TRY 50,000 (app. USD 14,000 – EUR 13,000); whereas the minimum capital requirement for Ltd. Sti. is TRY 10,000 (app. USD 2,800 – EUR 2,500). %25 of the capital must be paid prior to the registration of the company, and the remaining must be paid within 24 months following the registration.
• Names of shareholder(s) – Companies, as a general rule, can be established with 1 foreign real or legal entity shareholder.
• Purpose and subject of the company – Mainly which commercial activities will be carried out by the company.
• Names of Manager(s)/Board of Directors member(s) – An A.S. is represented and managed by its “Board of Directors” appointed by the General Assembly (assembly of all shareholders). The Board of directors can be composed of 1 real person or legal entity member. Board of Directors members are not required to be shareholders of the company and they are no longer required to be Turkish citizens or residents of Turkey, but the presence of local members is certainly an advantage for the purposes of day-to-day representation and administration of the company. The maximum term of office of the Board of Directors members is 3 years. However, members can be re-elected.
The management of a Ltd. Sti. is carried out by 1 or more real person or legal entity managers, who can be shareholders or third parties. However, at least one shareholder in the company is required to act as a manager to be vested with the authority to represent and bind the company. Managers can be both of foreign or Turkish nationality.
• Authorized Signatory(ies) – Investors must decide who will be the authorized signatories of the company and who will be entitled to represent and bind the company vis-à-vis third parties.
In both A.S. and Ltd. Sti., authorized signatories can be appointed among Board of Directors members/managers or third parties. However, at least one Board of Directors member in an A.S. must be vested with the authority to represent and bind the company, whereas – as mentioned above – one shareholder in Ltd. Sti. must be an authorized signatory. Authorized signatories are not required to be Turkish citizens or residents of Turkey, but again the presence of local members is an advantage as the signatures of such signatories will be required frequently on a daily basis in order to conduct the activities of the company.
If investors decide to incorporate representation mechanisms with different signatory groups each vested with different powers that are subject to certain limits and thresholds, a specific provision must be added in the articles of association and certain corporate documents such as internal directive must be prepared.
II- Preparation of the Articles of Association: The articles of association is a mandatory public contract setting out terms and conditions regarding the management and governance of the company as well as the relationship between the shareholders. – Due to the recent procedures adopted in Turkey, articles of association must be prepared online on MERSIS and then notarized by a public notary in Turkey.

. III- Preparation of Other Required Documents: Below are the other documents that may be required for establishing a company in Turkey. The trade registry may always require additional information and documents.
• Petition
• Notarized articles of association
• Company formation declaration form
• Declaration of founding shareholders
• Notarized signature declarations of manager(s)/director(s) (and apostilled if signed outside of Turkey)
• Chamber registration form
• Notarized birth certificate copies of Turkish shareholder(s) and manager(s)/director(s), if any.
• Notarized passport (and apostilled if signed outside of Turkey) copies of foreign real person shareholder(s) and manager(s)/director(s),
• Notarized and apostilled Excerpts of Incorporation (or Activity Report) of foreign legal entity shareholder(s) (also indicating the signatory powers of the real persons who will sign and act on behalf of such foreign shareholder(s) in Turkey),
• Resolution adopted by the foreign legal entity shareholder(s) regarding that the said shareholder(s) will participate in and contribute to the company as a shareholder,
• Temporary tax numbers obtained in Turkey for foreign real person and legal entity shareholder(s) and manager(s)/director(s),
• A document evidencing that ¼ of the capital of the company is paid into an account opened in a bank in Turkey in the name of the company,
• Title deed or a lease agreement regarding the place where the company will be located,
• Work and/or residence permits for foreign employee(s) of the company (not necessary if there won’t be any foreign employee during the incorporation),
• In case of capital in-rem contribution, valuation report prepared by an expert appointed by the relevant court,
• A letter obtained from the relevant land registry regarding whether there are any encumbrances on the real estate which will contributed to the company as a capital in-rem
In countries where apostillation is not available, the relevant required documents may be certified by the Turkish embassy located in such country.

IV- Finalization of All Required Documents and Application to the Trade Registry: Once all the documents are duly signed, notarized and apostilled (if required), an application must be made to the relevant trade registry.
V- Further Actions:
i) Corporate books: Subsequent to the registration of the company with the relevant trade registry, certain mandatory corporate books such as share ledger, book of inventory must be prepared and notarized by a public notary (this stage can be completed within a single day). We always advise foreign investors to work with a local accountant/accounting firm at this stage.
ii) Tax number: Also, a tax number must be obtained for the company (this stage – as a rule – can be completed within a maximum of 1 week depending on the workload of the tax office).
iii) Signature circular: Last step is to prepare a signature circular (which will govern and indicate how and by whom the company will be represented vis-à-vis the third parties – details of which explained above) and having it notarized.

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Ekran Resmi 2015-12-01 23.01.26
Evren ÖZMEN-Mesleki yayınlar

Financial Accounting Firm Turkey- İstanbul

We are professionals to help companies by maintaining their books and records and interfacing with management to help them meet their financial reporting and tax requirements, thereby enabling them to focus on growing their businesses 

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Companies are under constant pressure to improve their performance and build shareholder value at the same time.
In line with this trend, SystemsCPA serves its clients in order to meet their outsourcing needs for secondary activities such as accounting, payroll, management reporting and others. Our approach to outsourcing is to build a close cooperation with our clients in a flexible way in order to meet their different needs.

We assist many local and multinational entities from various sectors, with its team of practitioners specialized in different areas.
By providing complete outsourcing of all your accounting functions, we can serve as a member of your organization and assist your business with any accounting related function.

Ekran Resmi 2015-12-22 05.18.53

RENTAL INCOME- CPA EVREN ÖZMEN

1. RENTAL INCOME

The income obtained from leasing of the properties and rights which are stated in Income Tax Law is defined as “immovable property income” and is subject to income tax in certain conditions.

The liable persons of immovable property’s income are the owners, tenants (persons having the rights to use actually), possessors, servitudes and usufruct right owners of the property and their tenants in the event of leasing of a rented property and right.

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Kooperatiflerin Trafo devirleri kdv nin konusuna girer mi ?-EVREN ÖZMEN DANIŞMANLIK

1.6. Trafo Devirleri 

KDV Kanununun 1 inci maddesi uyarınca ticari, sınai, zirai faaliyet ile serbest meslek faaliyetinin devamlılığı, kapsamı ve niteliği Gelir Vergisi Kanunu hükümlerine göre, Gelir Vergisi Kanununda açıklık bulunmayan hallerde, Türk Ticaret Kanunu ve diğer ilgili mevzuat hükümlerine göre tespit edilmektedir.

Bu çerçevede, ortakların belirli ekonomik ve sosyal ihtiyaçlarını karşılıklı yardım, dayanışma ve kefalet suretiyle sağlayıp korumak amacıyla kurulan ve herhangi bir kar amacı gütmeyen; konut yapı kooperatiflerinin, işyeri yapı kooperatiflerinin, küçük sanayi sitesi yapı kooperatiflerinin, site yönetimleri ile site işletme kooperatiflerinin ve organize sanayi bölgesi yönetimlerinin mülkiyetlerinde bulunan trafoların mevzuat gereği iz bedeli karşılığında elektrik dağıtım şirketlerine devri KDV Kanununun 1 inci maddesi uyarınca da KDV’ye tabi bulunmamaktadır.

Kooperatiflerde ortak alan-KEMAL ÖZMEN DANIŞMANLIK

Madde 26 – Sosyal tesis, ticari mahal, yüzme havuzu, tenis kortu gibi taşınmaz mal veya bağımsız bölümler ortaklaşa kullanıma ayrılmış ise, malik sütununa faydalanan taşınmaz malların ada ve parsel veya bağımsız bölüm numaraları yazılır.

Ortaklaşa kullanılan yerler, faydalanan taşınmaz mallarda aynı ada ve parsel içerisinde olabileceği gibi, ortak sınırı olmaksızın ayrı ada ve parsellerde de bulunabilir.

Faydalanan taşınmaz malların kütük sayfasının beyanlar bölümüne, ortaklaşa kullanılan taşınmaz malın, hangi ada ve parsel veya bağımsız bölümle ortak olduğu belirtilir.

Ortaklaşa kullanılan yerler, kanuni istisnalar dışında, faydalanan bütün taşınmaz mal maliklerinin birlikte istemleri olmadan müşterek mülkiyete dönüştürülemez.

kooperatif kuruluşu için gerekli işlemler 2015
kooperatif kuruluşu için gerekli işlemler 2015

Company establishment and outsource accounting in Turkey

Accounting Outsourcing & Bookkeeping in Turkey
• Keeping required books according to Turkish Accounting Standards,
• Preparing and declaring of monthly, quarterly and yearly declarations and reports to Revenue and Social Security Services,
• Preparing all necessary financial statements according to Turkish Tax Code, New Turkish Commerce Code and Turkish Financial Reporting Standards,
• Establishing and revising company accounting systems (inc. SAP),
• Controlling and revising of accounting records,
• Establishing and revising cost accounting systems,
• Preparation of VAT Rebates,
• Payroll.

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November 2012 tax calendar-Cpa Kemal Ozmen

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info@ozmconsultancy.com