Are you starting a business in Turkey?
The main company types in Turkey are the limited liability company, which is appropriate for small- and medium-sized enterprises, and the joint stock company, which is more suitable for large-scale investors. Shareholders can be either real persons or legal entities. Foreign businesses can also open a liaison office, and limited liability companies with shared capital can open a branch in Turkey.
To set up a limited liability or joint stock company, you must:
- Prepare the establishment petition and the notice form and the attachments,
- Have the documents to be attached to the petition notarized where necessary,
- Apply to the Trade Registry Office in Turkey with the documents above, and
- Register the company to the tax office.
Once the required documents have been submitted to the Trade Registry Office the company becomes a legal entity. The company is in operation when it has registered with the tax office.
How to prepare the articles of corporation for a limited liability company
The articles of association of a limited liability company must contain the subjects stipulated in Articles 506 and 511 of the Turkish Civil Code. This must be supplied in writing and must include:
- Full names, addresses and citizenship of the founders,
- The company’s trade name, which must incorporate the phrasing “Limited” (the trade name must not have been previously registered at any registry office, and must be in Turkish),
- The name and district of the province at which the company’s headquarters are located,
- The company’s open address,
- The company’s specific objective and field of activity – a limited liability company cannot operate banking or insurance businesses, and
- The company’s principal capital, capital amounts subscribed by each shareholder, and method and terms of how this capital should be paid.
- The articles of association are registered at the Trade Registry Office within 15 days of notarization. The company becomes a legal entity upon registration.
In order to establish a limited liability company, a minimum capital of 5,000 YTL (around $3000) is required. There can be between two and 50 shareholders, any number of which can be foreign nationals. A limited liability company does not issue a stock certificate. Capital amounts put in by shareholders may vary; however, they should be at least 25 YTL or multiples of this amount.
How to prepare the articles of association for a joint stock company
The articles of association of a joint stock company must contain the subjects stipulated in Article 279 of the Turkish Civil Code. This must be supplied in writing and must include:
- Full names, addresses and citizenship of the founders,
- The company’s trade name, which must incorporate the phrasing “Anonim Sirketi”, which means “joint stock company” (the trade must not have been previously registered at any registry office, and must be in Turkish),
- The name and district of the province at which the company’s headquarters are located,
- The company’s open address,
- The company’s specific objective and field of activity, and
- The company’s capital amount, the nominal value of each share, and the method and terms of the payment of capital.
- The articles of association are registered at the Trade Registry Office within 15 days of notarization. The company becomes a legal entity upon registration.
In order to establish a joint stock company, a minimum capital of YTL 50,000 (around $30,000) is required. There must be at least five shareholders. Any number of shareholders can be foreign nationals. The company’s stock capital is divided into shares, and the shareholders’ liability is proportionate to the capital paid.
To set up a liaison office
US companies can open liaison offices in Turkey, although commercial activities cannot be carried out from such offices. To open a liaison office the company must apply to the Directorate General of Foreign Investments of the Undersecretariat of Treasury at the following address:
Hazine Müstesarligi
Yabanci Sermaye Genel
Müdürlügü
20. Kat Emek
Ankara 06510
Turkey
Applications will be finalized within five days, provided that the necessary documents are complete and proper. The following documentation must be submitted with an application:
- The original copy of the approved certificate of activity.
- The company’s operational report or balance sheet and income statement.
- The original copy of the power of authority issued to the person appointed to carry out the operations of the liaison office.
- The original copy of the power of attorney, in case another person carries out the establishment transactions of the liaison office.
- When an establishment permit is granted by the Directorate General of Foreign Investments, the liaison office must register with the local tax office and send a copy of the tax office registration document to the Directorate General within one month. Once registration with the tax office is complete, the office is in operation.
Extensions for liaison offices
Liaison offices are granted permits for a maximum of three years. Successive extensions, also of a three-year maximum can be granted taking into account the office’s previous activity and future objectives. As per the original establishment, applications for extensions will be finalized within five days, provided that the necessary documents are complete and proper.
How to set up a branch of an American company
In order to open a branch the company must acquire permission from the Turkish Ministry of Commerce and Industry (MoCI). The company must also gain approval from the MoCI in order to open secondary branches, substitute the company representative based in Turkey, change title, address or business type, increase the branch’s capital, or close down the branch.
Before applying to open a branch the company must assign a fully authorized representative, who must be a resident in Turkey. Once this has been completed the company must submit a petition to the Directorate General of Domestic Trade of the MoCI. The petition must be stamped by the company and must include the company’s date of establishment, nationality and capital amount. It must also include the name, address and nationality of the authorized representative, a letter of commitment pledging that the representative will abide by Turkish laws and regulations, and the address and fields of activity of the branch.
An original copy and a Turkish translation of the following documents must be attached to the petition:
- The company’s petition to open a branch
- The company’s articles of association.
- An establishment document, which shows where and when the company was established, and upon which country’s law system it is based.
- A certificate of good standing, which shows that the company is still active.
- A power of attorney assigning the duties of the authorized representative.
All documents must be approved by a notary public and then legalized by the Turkish Consulate or apostilled by an American Secretary of State. For the translation and document legalization services, contcat us at +1(310)210-4443. Once prepared, all documents should be sent to the Directorate General of Domestic Trade of the MoCI at:
Sanayi ve Ticaret Bakanligi
Iç Ticaret Genel Müdürlügü
Eskisehir Yolu 7. km
Ankara
Turkey
In order to start operating, the following documents must be submitted to the branch’s local tax registry office:
- An establishment petition and notice form.
- Two copies of the power of attorney.
- The MoCI’s letter of approval.
- Special documents provided by the MoCI (Müzeyyel Beyanname ve ilani).
- The authorized representative’s identification card or passport.
- The authorized representative’s signature circular.
- A letter of commitment confirming that all information provided is correct.
- A chamber registry declaration form, which can be obtained from the Trade Registry Office.
We, the TranslatorTurkish.com team, can help you with
- Document translation from Turkish to English and English to Turkish
- Approvals (also known as document legalization process) by a California Notary Public, the Los Angeles County Clerk, the California Secretary of State, and/or the Turkish Consulate, Los Angeles
- Interpreter services for your power of attorney appointments at the Turkish Consulate
- Preparing your legal documents and coordinating your project with your lawyer in Turkey
- Tourist visa, employment visa and resident permit application to Turkey
Contact us for further information.
+1(310)210-4443 or cs@TranslatorTurkish.com