NEWS

Establishing a Business in Turkey
July, 2015


The New Turkish Commercial Code No. 6102 (“New TCC”) was published in the Official Gazette on February 14, 2011. As stipulated in the New TCC and the Law on Effectiveness and Implementation of the Turkish Commercial Code No. 6103 ("Code on Effectiveness of New TCC”), the new code came into effect on July 1, 2012. Turkey's regulatory environment is extremely business-friendly. You can establish a business in Turkey irrespective of nationality, or place of residence. It is possible to establish a company in a single day by applying to the relevant trade registry office with the required documents. The company receives its “legal entity” status upon registration with the trade registry.

Types of Companies
The two main types of companies to establish are either a joint-stock company (A.Ş.) or a limited liability company (Ltd. Şti.).

Joint Stock Company
Under this model, a company’s stock capital is divided into shares and the liability of the shareholders is limited to the subscribed capital and paid by the shareholder. At least one shareholder (real person or legal entity) and a minimum capital of TRY 50,000 are mandatory. The mandatory company shall include a general assembly and a board of directors.

Limited Liability Company
It is a company established with at least one shareholder (real person or legal entity) and the liability of the shareholders is limited to the subscribed capital and paid by the shareholder. A minimum capital of TRY 10,000 is mandatory.

Company Establishment Procedures
Three copies of articles of association (one copy original) which are notarized are prepared. Following the notarization of articles of association, within 15 days at the latest, application to the relevant trade registry office with the documents set below is needed.

Documents for the Company Establishment

• Letter of Undertaking (Trade Registry Regulation Article 24)
• Articles of association including notarized signatures of founders and notary certification proving that all shares constituting the registered capital have been subscribed by the founders in the articles of association
• Founders’ statement signed by the founders
• The bank letter proving that the share capital has been deposited
• The bank receipt indicating that 0.04% of the company capital has been deposited to the account of the Turkish Competition Authority at a state bank
• Permit or letter of compliance for companies whose corporation is subject to the permit or letter of compliance issued by the relevant ministry or other official institutions
• Notarized copy of signatures of persons with the authority to represent and bind the company
• Application number indicating that the trade name to be used has been checked and confirmed by the Trade Registry Office
• Company establishment statement form (3 original copies)
• Certificate of residence of founding partners
• Notarized translation of passport in case the foreign shareholder is a real person; apostilled and notarized translation of registry document issued by the competent authority in case the foreign shareholder is a legal entity