invest.gov.tr Business Establishment Turkey : Investment Support & Promotion Agency

Organization : Investment Support & Promotion Agency
Facility : Establishing a Business in Turkey
Country : Turkey
Website : http://www.invest.gov.tr/en-US/investmentguide/investorsguide/Pages/EstablishingABusinessInTR.aspx

Establishing a Business :

Turkey’s FDI Law is based on the principle of equal treatment, allowing international investors to have the same rights and liabilities as local investors.

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The conditions for setting up a business and share transfer are the same as those applied to local investors.

International investors may establish any form of company set out in the Turkish Commercial Code (TCC), which offers a corporate governance approach that meets international standards, fosters private equity and public offering activities, creates transparency in managing operations, and aligns the Turkish business environment with EU legislation as well as with the EU accession process.

Company Types under TCC and Alternative Forms :
There are corporate and non-corporate forms for companies under the TCC, which states that companies may be established under the following types :
a. Corporate forms :
** Joint Stock Company (JSC)
** Limited Liability Company (LLC)
** Cooperative Company

Although some financial thresholds (i.e., minimum capital) and organs differ from each other, the procedure to be followed for establishing a JSC or an LLC are the same.

b. Non-corporate forms :
** Collective Company
** Commandite Company

Although companies may be established according to these five different types, JSC and LLC are the most common types chosen both in the global economy and Turkey.

In addition to these types of companies, branches and liaison offices may also be considered as two further alternatives when setting up a business in Turkey. However, branches and liaison offices are not considered to be legal entities.

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

d. Execute and notarize company documents :
The following documents are required for registry application at the relevant Trade Registry Office :
** Notarized articles of association (four copies, one original)

** In case the foreign partner is a real person, the required documents are :
i. For each real person shareholder, two copies of their passports

** In case the foreign partner is a legal entity, the required documents are :
i. 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.

ii. 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.

iii. 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.

iv. 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.