In Turkey, people who want to maintain business activities within companies and establish companies are required to establish a company according to the Corporate Law parts of the Turkish Commercial Code. In the Turkish legal system, companies are divided into private companies and capital companies: private companies are collective companies and commandwide companies. Capital companies are also incorporated (joint stock) companies and limited liability companies. In practice, individual companies are hardly preferred. Nearly all commercial companies in Turkey are joint-stock and limited liability companies.
Steps of Company Establishment in Turkey
Regardless of its type, establishment of companies in Turkey is initiated through the Ministry of Commerce's web portal MERSIS. Type of the company, it's full title, address, founding partners, objectives and subjects, capital, Board of directors/directors, signature officials, preferred shares (if any), share transfer restrictions (if any) and other information are entered through this portal. After the information is entered, MERSIS prepares the Company’s Articles of Association for us. After the application is submitted for approval, the place where the company will be established is referred to the Commercial Registry Office. In the Commercial Registry Office, the founding partners or their representatives sign the Articles of Association, registration declarations and related documents shall be presented, and fees shall be deposited.
A Minimum ¼ Of the Capital of Joint-Stock Companies Must Be Paid Before Registration
In accordance with the Turkish Commercial Code, a minimum ¼ of the capital of Joint-Stock Companies must be paid before registration. If the company to be established is a Joint Stock Company and the capital of the company shall be cash capital, after the signature and approval has been done by the Articles of Association by the Commercial Registry Office, an account must be opened in the name of the new company by going to any bank and the capital to be paid in excess of ¼ must be deposited in this account. The deposited capital shall be blocked by the bank until registration and a letter of blockade shall be prepared by the bank. The Joint Stock Company shall be registered with the submission of the blockage letter to the Directorate of Trade Registry.
The Founders Can Appeal the Price
The elements of the assets, including intellectual property rights and virtual environments, which have no limited real rights, seizure, and injunctions, which can be evaluated and transferred in cash, can be placed as real capital. If the capital of the Joint Stock Company to be established shall be real capital, after the signature of the Articles of Association, the place of the company's headquarters shall be applied to the Commercial Court of First Instance, an expert is appointed by the court and the expert determines the Turkish Lira equivalent of the month in the Valuation Report.
The founders can appeal the price, the court may evaluate the appeal, may re-examination. If no objection has been made, the court approves the expert's report and the company's real capital shall be determined. The Joint Stock Company shall be registered with the submission of the court's decision to the Directorate of Commercial Registry.
In accordance with the Turkish Commercial Code, limited companies have no obligation to deposit capital before registration. Therefore, the Company shall be registered with the signature of the Articles of Association and deposition of the fees at the Commercial Registry Office.
Regardless of the type of the company and how much capital has been invested prior to registration, the total capital of the company must be completed within 24 months following the registration by the partners.