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.
• 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.