Company Registration in Turkey and Regulations 2019 | HauzBiz

Company Registration in Turkey and Regulations 2019

Please find the rules and regulation related to company registration in Turkey

Turkish Key Points

  • Timeline – minimum timeline to company registration in Turkey is ten working days.
  • Number of Directors – Even single director is sufficient for successful incorporation of the company
  • Number of Shareholders – Even a single shareholder is sufficient for successful company incorporation as per the Turkish Commercial code
  • Minimum Share Capital – Minimum amount of share capital required for incorporation of company in Turkey is €1,850 or TL 10,000
  • AbroadBiz Support – By choosing our team of experts you can expect a professional step-by-step guidance for the entire company incorporation process. In order to sign the company incorporation documents the directors will have to be personally present in Turkey for at least five days. However, we can register your company by Power of Attorney (POA)
  • Foreign companies can enjoy the ease of doing business in Turkey as it has 21 free trade zones, offering a perfect platform for business enhancement.
  • For successful registration of the company local address in Turkey is required which will be provided by our local team. Registered Office for your company can be provided at our Turkish Office
  • The directors and shareholders of the company have no restriction nationality or residence.

To begin incorporation of your limited company we will require the following:

  1. Complete name of the company
  2. Complete name, birth date, residence address and nationality details of the company directors
  3. Complete name and residence address of the company shareholders.
  4. Details of the type of business and activities of the business.
  5. The list of shareholders and amount of share capital subscription details against each member is needed.

Documents you are required to provide:

  1. ID proof documents considered for the process are valid passport copy, national ID card, and driving license with photograph.
  2. Address proof documents considered for the process are utility bills like gas/electricity or bank statement of credit/debit cards which is not older than 3 months at the time of submission.
  3. In case the directors or the shareholders of the company are going to be a corporate entity then the certificate of incorporation and certificate of good standing are required. The certificate of the company should have the details of business activities, current status, and signature of the executives.

Registered Office Requirement

As per the Turkish company regulations, it is mandatory to have a local address of the company so that the legal and professional communications can be sent. This local address of the company will be registered at the local tax office on or after the company registration process. The certifying authority of legal books and tax registration number of the company is the public notary. Some of the important documents like the rental contract and circular of signatory have to be notarized by the government approved public notary for the submission of the tax office. We provide the local office address support in our company formation package and assist with the entire process.

Capital Requirements

The funds used to incorporate the company in Turkey can be 100% foreign capital. As per the standard incorporation policy of Turkey, companies should have a minimum share capital of 10,000 Turkish Lira (€1,850). The value of each share of the company will be 25 Turkish Lira and the total amount issued should be in the multiples of 25. Out of the total amount of the shares, 25% of the share capital of the company should be in the form of cash and the remaining amount can be deposited within 2 years of company incorporation.

Shareholders Requirement

A single shareholder is sufficient for the registration of a company in Turkey. The shareholder can be a citizen or resident of a foreign country.

Director Requirements

Regardless of which nationality or place of residence you have, the company can be incorporated in Turkey. The directors, managers, and shareholders of the company can also be foreign citizens as there is no restriction to be a Turkish citizen. Foreign companies incorporated in Turkey will enjoy the same level of benefits and obligations similar to the local companies in Turkey.

File The Incorporation notice at the Trade Registry Office

AbroadBiz will manage the submission process of company incorporation documents like the incorporation notice form, registration statement of the chamber, and letter of commitment at the company registry office in Turkey. Shareholders of the company who are not Turkish citizens will have to submit a copy of valid passport that is notarized by the Turkish notary. Following are the list of documents for the submission:

  1. Company incorporation notification form – 3 copies
  2. Notarized copy of the certificate of Articles of Association – 3 copies
  3. Receipt of the capital amount (0.04% of company capital) deposited in the bank from the Competition Authority Account
  4. Signed authorization of the company officers for the undertaking. Also known as taahhütname
  5. Signature copies of the individual who is responsible to represent the Limited Liability Company – 2 copies

The details of the new company incorporation will be notified by the Commercial Registry office to the tax office as well as the district employment office in Turkey. Within 10 days of the company registration, the office of Company Registry will arrange an announcement at the Commercial Registration Gazette to inform about the newly incorporated company.

The accountant of the new company incorporated has to apply for the tax identification plaque and social security number at the local tax office and administrative office of the Social Security.

Notary certify the legal books

Certified commercial books of the company:

Journal | Ledger | Inventory | General Meeting | Book of share

The founder of the company will be responsible for certifying the legal books of the company; and the, Public notary will inform the local tax office about the certification of the commercial books of the company.

Procedure Requirement

The following documents are required for the submission which includes:

  • Memorandum of Association (MoA)
  • Articles of Association (AoA)
  • Form A1 which has complete information of the,
  • First Directors
  • Share Capital
  • Principal business activity
  • NACE code
  • Registered office address

The purpose of incorporating the company should be mentioned in the MoA and AoA along with the NACE code. On behalf of our clients, AbroadBiz will complete the entire process so all we need is the details of your company activities.

Meeting requirement

As per the standard company policy Annual General Meeting is not required to be organized. An AGM is organized by the company shareholders to review and understand the current status of company performance as well as the board of directors as well as assist them in taking any important decisions for the company if required. In simple words, the purpose of the AGM is to review the company’s accounting, performance, and important decisional matters. Similarly, the purpose of Extraordinary General Meetings (EGM) is to gather when there is something crucial to discuss among companies. In either of the meetings, the ultimate authority and right of making decisions lies with the shareholders of the company. Unless and until there is a signed agreement or decision taken to have similar rights with the directors of the company. The board of directors will have the right to take only the decisions for day to day activities of the company.

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