Company Types under Turkish Commercial Code(TCC) and Alternative Forms
There are corporate and non-corporate forms for companies under the Turkish Commercial Code, which states that companies may be established under the following types:
a. Corporate forms
Although some financial thresholds (i.e., minimum capital) and organs differ from each other, the procedures to be followed for establishing a JSC or an LLC are the same.
b. Non-corporate forms
Although companies may be established according to these five different types, JSC and LLC are the most common types chosen both in the global economy and Turkey.
Establishing a Company
When establishing a company in Turkey, one needs to adhere to the following rules and regulations:
c. Submit the memorandum and articles of association online at MERSIS
Pursuant to the Trade Registry Regulation, trade registration transactions must be fulfilled through MERSIS (Central Registry Record System).
MERSIS is a central information system for carrying out commercial registry processes and storing commercial registry data electronically on a regular basis. A unique number is given to legal entities that are actively involved in business. Online establishment of new companies is possible on MERSIS, and already-established companies may operate through the system after the transfer of their records.
d. Execute and notarize company documents
The following documents are required for registry application at the relevant Trade Registry Office:
- Articles of incorporation signed by all the founders before Trade Registry Office’s authorized personnel or a Notary Public (four copies, one original)
It should be noted that, except the first item above, all the necessary documents that will be issued and executed outside Turkey must be notarized and apostilled or alternatively ratified by the Turkish consulate where they are issued. The original executed, notarized, and apostilled documents must be officially translated and notarized by a Turkish notary.
e. Obtain potential tax identity number
The company must obtain potential tax identity numbers for non-Turkish shareholders, and non-Turkish board members of the company from the relevant tax office. This potential tax identity number is necessary for opening a bank account in order to deposit the capital of the company to be incorporated.
The documents required by the tax office are as follows:
f. Deposit a percentage of capital to the account of the Competition Authority
0.04 percent of the company’s capital must be paid to the account of the Competition Authority via Trade Registry Office pay office.
g. Deposit at least 25 percent of the startup capital in a bank and obtain proof thereof
25 percent of the subscribed share capital must be paid prior to the new company registration. The remaining 75 percent must be paid within two years. Alternatively, the capital may be fully paid prior to registration.
However, the requirement to pay 25 percent of the capital during establishment before the registration of the company is not applicable to limited companies. Subscribed capital for limited companies may be paid in during the 24 months following the establishment of the company.
h. Apply for registration at the Trade Registry Office
The founders may apply for registration after gathering the following documents:
i. Certify the legal books
The Trade Registry Office authorized personnel will certify the following books during the establishment process.
j. Follow up with the tax office on the Trade Registry Office’s company establishment notification
k. Issuance of signature circular
On the day the company is registered at the Trade Registry Office, the signatories of the company must issue a signature circular before the Trade Registry Office authorized personnel.
Getting registered at the Trade Registry Office
An application with the following documents must be submitted to the relevant Trade Registry Office for the registration of a branch:
It should be noted that all the necessary documents that will be issued and executed outside Turkey must be notarized and apostilled or alternatively ratified by the Turkish consulate where they are issued. The original executed, notarized, and apostilled documents must be officially translated and notarized by a Turkish notary
Any company incorporated under the laws of a foreign country may establish a liaison office (aka representative office) in Turkey upon obtaining a license from the Ministry of Commerce, provided that the company does not engage in any commercial activities in Turkey. To establish a liaison office, the following documents should be submitted to the Ministry of Trade, General Directorate of Incentive Implementation and Foreign Investment (GDIIFI).
*May be obtained from the Ministry of Trade
In the event that the original documents are submitted to GDIIFI, copies of the same shall be approved by GDIIFI. The originals shall be returned to the applicant.
During the initial application for liaison offices, licenses are granted for a maximum of three years within the scope of the declared activities. Liaison offices willing to extend their term of operation shall apply to GDIIFI before the expiration of their terms of operation. GDIIFI may conclude applications for the extension of their tenure based on the nature of activities of the office over the previous year, business plan, the company’s future objectives in Turkey, existing and anticipated amount of expenditure and the number of employees. The tenure of operation of offices licensed to conduct market research or promotion of foreign company products or services shall not be extended.
Applications for establishment and tenure extension shall be concluded in fifteen working days from the date of application provided that the requested information/documents is/are complete and accurate.
Applications submitted by foreign companies to set up a liaison office to conduct financial activities subject to special legislation such as money and capital markets or insurance shall be evaluated by competent agencies such as the Capital Markets Board of Turkey and the Banking Regulation and Supervision Agency – both being the duly authorized bodies pursuant to special legislations. The ministry may conclude foreign companies’ applications to set up liaison offices in other industries that require licenses for operations or similar authorizations, if necessary, upon consulting competent bodies that are duly authorized to issue such permits or licenses.
Copies of tax registration and tenancy agreement for the liaison office shall be submitted to GDIIFI within a maximum of one month. Liaison offices shall notify GDIIFI of any changes with regard to the office representative(s) or foreign company title within a maximum of one month following the change. Liaison offices shall produce a new tenancy agreement comprising the new address, the certificate of authorization of the newly appointed representative or the document(s) related with the change of title of the foreign company.
In the event that a liaison office terminates its operations, it shall furnish GDIIFI with a statement of termination to be obtained from the relevant tax office. Offices may not claim transfers of funds except for balances that remain outstanding upon termination and liquidation thereof.
Moving Certain Documents to Electronic Format / E-TUYS System
The following documents that were previously submitted in printed form to the General Directorate of Incentive Implementation and Foreign Investment (GDIIFI) by companies and branches established in Turkey by foreign investors may now be received electronically.