Establishment Procedures For Joint Stock And Limited Liability Companies in Turkey
Required Documents
While the documents required to establish a joint stock or limited liability company in Turkey are quite few in number, their bulk and the time required to obtain them is ultimately determined by the number and location of the shareholders and directors.
As the establishment of a company must be registered with the relevant trade registry in the location of the company’s registered oice and the documents requested by each trade registry may slightly vary.
The most important aspect in establishing a company in Turkey by a foreign shareholder is that all documents which are not executed in Turkey must be notarised in their country of origin and either apostilled or alternatively ratiied by the relevant Turkish consulate, depending on whether the country of origin is a party to the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents. These documents must then be translated into
Turkish by a notary sworn translator and notarised in Turkey.
One of the material documents required for establishing a company in Turkey if the legal entity shareholder is not a Turkish company, is an extract from the relevant authority where that legal entity is resident, detailing its incorporation date, share capital and areas of activity, among other things.
Other documents generally required by all trade registries are a bank letter evidencing deposit of at least 25% of the subscribed share capital by each shareholder according to their shareholding ratio, a receipt evidencing payment of 0.04% of the share capital to the Competition Authority and notarised copies of the articles of association of the new company.
Steps of Establishment
The process of establishing a joint stock or limited liability company is fairly simple and straightforward, especially once the notarisation and apostille certiication or ratiication formalities are completed in respect of the documents to be submitted with the application. In order to begin the process of establishing a company in Turkey, certain information must be entered on MERSIS . This step requires, among others, a tax identiication number to be obtained for nonTurkish individuals and/or legal entities who will be shareholders and/or directors of the company.
Once the tax identiication numbers have been obtained from the relevant tax authority and provided to MERSIS, a MERSIS number will be generated for such foreign nationals. Following this, the requisite information on the new company, which includes without limitation the type of company to be incorporated, its trade name and the number of shareholders and directors must be entered into the system. The fundamental item to be submitted into MERSIS is the articles of association, which must be written on and saved into the system. Once all of the required information is provided, this issaved on the system, following which a MERSIS number is generated for the company to be incorporated.
Upon submission of the articles of association through MERSIS, such articles of association shall be certiied by a public notary or the relevant trade registry in Turkey. Upon the certiication of the articles of association, the certiied articles of association and all other supporting establishment documents (e.g. declarations of signatures by the members of the board of directors and other signatories, letter of blockage from a bank in Turkey certifying that at least 25% of the share capital of the entity has been deposited and blocked in a bank account, etc.), as requested by the relevant trade registry, must be physically submitted for registration. Once the relevant trade registry certiies all documentation as complete and suitable, a registration certiicate is provided which evidences the incorporation of the new company. Trade registry will also provide the mandatory legal and inancial books of the newly incorporated
company together with the registration certiicate.
Summary of establishment process
- Preparatory works in connection with the incorporation (such as obtaining tax identification numbers for foreign shareholders and/or directors)
- Preparation and submission of the articles of association through MERSIS
- Certification of the articles of association by a public notary or the relevant trade registry in Turkey
- Submission to the relevant trade registry in Turkey of the certified articles of association and other supporting establishment documents
- Registration of the entity by the relevant trade registry
- Post-incorporation actions (e.g. registrations with tax authorities and the Social Security Institution, etc.)