Business Opportunities in Turkey

Business Opportunities in Turkey

Establishing a Company
When establishing a company in Turkey, one needs to adhere to the following rules and regulations:

1. 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.

2. 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)
  • In case the foreign partner is a real person, the required documents are:
    o For each real person shareholder, two copies of their passports
  • In case the foreign partner is a legal entity, the required documents are:
    o The Certificate of Activity of the legal entity designated as the shareholder issued by the relevant authority in the investor’s country. The certificate must bear information regarding the current status and signatories of the company.
    o Resolution(s) of competent corporate organ of legal entity shareholder(s) authorizing the establishment; if there will be any specific condition for the prospective company to be incorporated (name of the company, field of activity, etc.) it must be stated in the resolution for the sake of clarity.
    o In case a legal entity is going to be appointed as a member in the board of directors of the prospective company to be incorporated, the name of the real person who will act in the name of the legal entity and the legal entity board member’s appointment must be stated within the same or with a separate resolution for the sake of clarity. 
    o If the process is going to be followed by proxy, a notarized copy of a power of attorney authorizing the attorneys who will follow up the application before the competent Trade Registry Office and other official authorities in order to proceed with the application (where applicable).
  • Notarized signature declarations (two copies)
  • Notarized identity cards of the company managers (one copy)

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.

3. 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:

  • Petition requesting registration
  • Articles of association (one original)
  • Copy of the tenancy contract showing the registered address for the company
  • If the process is going to be followed by proxy, a power of attorney must be issued specifically showing the authority to act on behalf of the company before the tax authority in order to obtain a tax identity number or potential tax identity number.

4. 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.

5. 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.

6. Apply for registration at the Trade Registry Office 

The founders may apply for registration after gathering the following documents:

  • Petition requesting registration
  • Four copies of incorporation notification form
  • Articles of incorporation signed by all the founders before Trade Registry Office’s authorized personnel or a Notary Public (four copies, one original)
  • Payment made to the bank account of the Competition Authority (0.04 percent of the company’s capital)
  • For each person authorized to represent the founders of the limited liability company, two copies of the signature declarations
  • Founders’ declaration (one original)
  • Chamber of Commerce registration form (two different forms for two different shareholder types: real person shareholder or legal entity shareholder)
  • The written statement of non-shareholder members of board of directors that states acknowledgement of this duty
  • Bank certificate of the paid-in minimum capital deposit (at least 25 percent of subscribed capital). If there will be any capital contribution in kind:
    o The expert report regarding the capital in kind
    o The statement of the relevant registry indicating there is no limitation on that capital in kind
    o The document indicating the annotations have been done to relevant registries regarding the capital in kind
    o The written agreements between founders, other persons, and the founding company regarding the foundation of the company

Following completion of the registration phase before the Trade Registry Office, the Trade Registry Office notifies the relevant tax office and the Social Security Institution ex-officio regarding the incorporation of the company. The Trade Registry Office arranges for an announcement in the Commercial Registry Gazette within approximately 10 days of the company registration. A tax registration certificate must be obtained from the local tax office soon after the Trade Registry Office notifies the local tax office.

A social security number for the company must be obtained from the relevant Social Security Institution. For the employees, a separate application has to be made following the registration of the company with the Social Security Institution.

7. Certify the legal books 

The Trade Registry Office authorized personnel will certify the following books during the establishment process. 

  • Journal
  • Ledger 
  • Inventory book 
  • Share ledger 
  • Manager’s meeting minutes book 
  • General assembly meeting minutes book

8. Follow up with the tax office on the Trade Registry Office’s company establishment notification

The Trade Registry Office notifies the tax office and the Social Security Institution of the company’s incorporation. A tax officer comes to the company headquarters to prepare a determination report. There must be at least one authorized signature in the determination report. Trade Registry Officers send the company establishment form, which includes the tax number notification, to the tax office.

9. 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.

More at http://www.invest.gov.tr/en-US/investmentguide/investorsguide/Pages/EstablishingABusinessInTR.aspx

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