Limited Liability Company in TURKEY

General Information

Capital of TL 10.000. That capital could be the total capital of company. Number of founding shareholders (real persons or legal entities) could be minimum 1 and maximum 50. All or some of the shareholders could be foreign nationals. There is no issued stock certificates and all shareholders liability is limited to their registered capital amount.

Incorporation Procedure

However, a company could be established in a day provided that all the required documents are ready to be submitted to the Trade Registry. Registeration process usually takes 2 days. After Trade Registry, tax office will check the headquarter and grants a tax number. That also takes at least couple of days.

The Preparation Of Article Of Association

It is obligatory that the articles of association of the company should  be put down in written form and the signatures of all founders should be notarised. Articles of Association mainly contains and regulates those sections which are listed below.Founders Names, Surnames Addresses, Citizenship (only for non-Turkish citizenship of the founders have to be listed )

Trade Name

The Trade Name of a company is determined by a special name and few of main activities following it. It is obligatory that the trade name should contain the phrasing “Limited Sirketi” If company has a persons name and surname, the abbreviation of limited liability company should be written in turkish. Registration process protects the trade name of company in entire country. However, Product brands or registered international names should be registered in Turkey too.  The name should be in Turkish except first nme of company. That name should not harrass or damage anyone or general accepted ethical codes of society.  The presence of foreign words in the trade name of a company may be permitted in cases, where these words do not contradict the law, the national, cultural and historical benefits; where the name or brand promoting the goods or services constituting the business activity of the company is in a foreign language or there are foreign shareholders in the company.

Some names should have special permission to use, such as “Cumhuriyet”, “Turk”, “Turkiye” or any word which may mean a nation, republic, should be approved by the Turkish Senate for use.

Headquarter

Headquarter is a strict obligation. Every company should have a legal adres as its headquarter. That address should be physically owned or rented. Otherwise, tax office will not accept the last phase A Limited Liability Company could be settled up with minimum cof registeration. Adress contains state and division. Also, that address will be registered and announced at Trade Registry Newspaper. Legally any information or legal announcement to that address will be accepted as legal announcement to company. Within the change of address, in thirty days new address should be resitered and all authorities should be awared. In case of violation to that, company could face with imminent closure by tax office.

Objective And Field Of Activity

Limited Liability Companies have no permission to banking or insurance activity. Those activities could be performed by Joint Stock Companies. Except those fields company could choose many fields as, but one or two of those will be registered as main activity and NAT Code will be given according to those.

Capital

Capital of Company should be TL 10.000 minimum. The shares of each shareholder could be TL 25 for each share or multiple of it.

For the capital amount, it is obligatory that  Capital amounts subscribed by each shareholder. Terms and payment time of how this capital shall be paid have to be specified in the capital section of Article of Association. According to Articles of Association, capital should be described and unanimously accepted by shareholdes. Promise of capital by shareholders should be free of any collusion and 1/4 of the cash capital has been fully paid up for the establishment of the company and the remaining part should be paid up latest within three years.

Capital clause of the articles of association of companies which are obligated by special laws for payment of the whole or a portion larger than 1/4 of their capital will be arranged accordingly.

In the event that any rights, movable and immovable assets could be subscribed as capital at company establishment stage but all assets should be evaluated by an expert with authorized evaluation report. That commitment should be finalized within three months starting from the first date of registration.

Trade Registry

The articles of association are first notarized and then registered at the Trade Registry Office where the company headquarter is located in or where the location of headquarter is associated with, within 15 days after notarization The company becomes a legal entity by this registry. Items that required announcement after registry are announced in the Trade Registry Gazette.

Tax Office Registration

However, Trade Registry will inform the relevant tax office about the establishment of company, it is a common way to apply before that period for starting operation. Chartered Accountants could obtain tax number immediately, otherwise company has to wait for tax office visit and inspection.

Required Documents

FOR REAL PERSONS

  • Power of Attorney from shareholders to persons who may involve to settling up process if the shareholders would not exist during notarization process.
  • A written request for registration, accompanied by the completed application form for company establishment notification. The documents must be filled in and signed by persons with signature authority representing the company
  • Notarised specimens of signature of persons authorised to represent the company under name of company trade name
  • Letter of Commitment in accordance with Article 29 of the Trade Registry Regulation,
  • Bank receipt of the deposit paid to the “Consumers’ Fund “account, which the amount is 0,1% of main Capital.
  • For founders who are real persons of Turkish nationality, certified copies of their ID certificates and residence certificates. ID Certificates should be from notary, residence certificated could be from local authority
  • For founders who are real persons of non-Turkish nationalities, a copy of the person’s passport to be presented together with the passport or its notarised translation.
  • Two photos of each real person will be required for Registry Application

Required Documents For

LEGAL PERSONS

  • For foreign legal entity shareholders, the original copy and a notarised translation of the Certificate of Business Activity issued by the competent authorities approved by the related Turkish Consulate.
  • Act of  Shareholders Resolution about settling up a new company in Turkey with authorization to an expat or representative. Trade Name of Company should be mentioned clearly and exatly as it is and Those should be approved by Turkish Consulate or Apostiled
  • If there are movable and immovable assets or any rights to be brought in as capital, an expert’s report for ascertaining the value of these assets together and the court decision for the assignment of the expert.
  • For Regulated sectors such as Financial Leasing, Factoring, Holdings, Foreign Currency Exchange Offices, Public Warehousing, founders and operators of Free Trade Zones and companies subject to the Capital Markets Law, approval from the Ministry of Commerce and Industry needed.