Joint Stock Company Establishment Procedures

A joint stock company is a company with a certain capital and divided into shares, and is liable for its debts only with its assets (TTK Art. 329).

The trade name can be freely determined, provided that the phrases indicating the business subject and the type of company are in Turkish (Communiqué on Trade Names Art. 4/1). The trade name must include the phrase Joint Stock Company and indicate the subject of activity (TTK Art. 43).

The minimum capital amount is 50,000 Turkish Lira. For non-public joint stock companies that accept the registered capital system, the initial capital can be at least 100,000 Turkish Lira (TTK Art. 332).

At least one-fourth of the nominal value of the shares committed in cash must be paid before registration. The remaining amount must be paid within 24 months following the company's registration (TTK Art. 344). The payment schedule can be regulated in the company's articles of association or determined by the board of directors (TTK Art. 481).

Joint stock companies that carry out certain activities and joint stock companies that exceed the threshold values ​​determined by the balance sheet assets, annual net sales revenue, and number of employees are subject to independent audit (TTK Art. 397 et seq.).

1-) MERSİS Application

2-) Petition

It must be signed by the company's board of directors or authorized members, if signed by proxy, the original or certified copy of the power of attorney must be attached, the tax office to which the company will be affiliated must be specified, and the attached document statement must be included. The petition must clearly indicate the company's title, capital, center, opening date and the subject of its actual activity on this date together with the NACE code, and it must be written that this information is correct and that if the contrary is determined, the responsibility belongs to the person or persons who signed the petition.

3-) Chamber registration declaration (Must be signed by the Authorities - must include the partners' photos)

4-) Translated notarized passport copies of foreign natural person partners, tax number to be obtained from the tax office or a document showing the identity numbers specific to foreigners, and if residing in Türkiye, a notarized residence permit

5-) If the articles of association prepared from Mersis will be signed by the partners, the partners must be present at the relevant unit. If the contract will be signed by proxy, the partners do not need to come to the Directorate if the wet-signed power of attorney is presented, it is sufficient for the person to whom the power of attorney is given to come.

6-) If there is an authorized person other than the partners, the authorized person must be present at the relevant unit at the appointment time. The signature declaration will be prepared in the presence under the company title.

7-) Four ten-thousandths of the capital must be deposited to the Chamber's cashier's office for the Competition Authority share.

8-) A bank letter indicating the name, surname/title of the company partners who deposited money into the bank account stating that the minimum amount specified in the law or articles of association for the share prices was paid, the amounts deposited by each partner and the total amount deposited (If all or part of the company capital is committed in cash, at least ¼ of the nominal value of the shares committed in cash must be paid before registration, and the remaining amount must be paid within twenty-four months following the company's registration.) The receipt or bank letter alone will not be accepted.

IF THERE IS CAPITAL IN KIND

9-) Original or certified copies of the expert report prepared by the court-appointed expert regarding the valuation of the capital in kind and the businesses and intangibles to be taken over during the establishment of the company, and the court's expert appointment letter

10-) Original document obtained from the relevant registry stating that there is no limitation on the capital in kind

11-) Original document indicating that the real estate, intellectual property rights and intangibles contributed as intangible capital are annotated in the registries where they are registered

12-) Contracts made with the company being established, founders and other persons, including those regarding the takeover of intangibles and businesses, and related to the establishment

13-) Original of this permission or intangible opinion letter for companies whose establishment is subject to the permission or intangible opinion of the Ministry or other official institutions

14-) Declaration of duty acceptance regarding the non-shareholder board members accepting the duty. This document must indicate the place of residence, nationality, ID number if a Turkish citizen, tax number or foreign national identity number if a foreign national, and if a foreign national, a certified passport copy and a notary-certified residence permit for a foreign national residing in Türkiye must be attached.

15-) In the event that a legal entity is elected to the board of directors, a notary-certified copy of the authorized body decision of the legal entity board member, taken together with the legal entity and on behalf of the legal entity, including the name-surname, address, nationality and Turkish Republic ID number (tax number or foreign national identity number for foreign nationals) of the real person determined by him/her (In the event that the legal entity is a foreign national, this decision must be approved by the Turkish Consulate in the country where the company is subject to or by the ForeignIf a foreign national real person is determined on behalf of the legal entity and this foreign national real person also resides in Turkey, a residence permit and a copy of a passport with a notary-certified Turkish translation

16-) If the board member is a foreign legal entity, a document containing the current registry records of the legal entity (This document must be approved by the Turkish Consulate in the country where the company is subject or by the provisions of the Agreement on the Abolishing the Requirement to Attestation of Foreign Official Documents and their notary-certified Turkish translations must be made.)

- If there is a foreign legal partner/legal authority, the tax number must be specified in the main contract.

17-) If the mother and father of the underage company partner or either of the mother/father is a partner in the company, a court decision to appoint a trustee for the underage partner

18-) In customs consultancy companies, a notarized customs consultancy permit must be presented for the partners and authorized managers for customs transactions appointed from outside. In authorized customs consultancy companies, a notarized AUTHORIZATION CERTIFICATE obtained from the Undersecretariat of Customs must be presented for the partners

19-) If the founders of the company to be established include municipalities and other local administrations and the unions they have established, a copy of the Council of Ministers Decision permitting the participation of these organizations