How To Open A Joint Stock Company In Turkey

The first question to be answered during the process of company establishment in Turkey is which type of company to choose. Joint stock company is one of the most preferred types in Turkey in terms of structure. Therefore in our article we wish to serve our clients planning to incorporate a joint stock company in Turkey. What is Joint Stock Company. How this type of company established in Turkey, what are the establishment procedures of joint stock company? We give the answers to these questions and more in this article.

In order to establish a joint stock company in Turkey, first of all questions such as; (i) what is a joint stock company, (ii) how to set up a joint stock in Turkey and (iii) what are the establishment processes of joint stock company in Turkey, must be answered.

First, let’s start with the definition of joint stock company in Turkey:

 

The joint stock company in Turkey defined in Article 269 of the Turkish Commercial Code No. 6762 as a company (i) that has a title (ii) registered capital is divided into certain shares (iii )only liable for its debts with its assets.

The joint stock company becomes a legal person in Turkey by registering in the trade registry. This type of company must be established by at least five real or legal persons with a minimum capital of 50.000 TL.

With the specific regulations published, the establishment of some joint stock companies in Turkey is subject to permission of the Ministry of Trade of Turkey.

Which Companies in Turkey Should Obtain Ministry Permission

The companies with the following business objectives in Turkey; banks, participation banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies, exchange offices, public merchandising companies, licensed warehousing companies, agricultural products licensed warehousing companies, product specialized stock companies, companies subject to the Capital Markets Law and public companies, companies of free zone founder and operator companies, establishment in Turkey and main contract amendments are made with the permission of the Ministry of Industry and Trade.

Joint-stock companies in Turkey engaged in activities outside the scope of the above activities are not required to obtain permission from the Ministry of Industry and Trade during their establishment in Turkey and amendments to the articles of association.

Establishment Process And Procedures of Joint Stock Companies In Turkey

The elements that joint stock companies have to fulfill during their establishment in Turkey  are as follows:

1. Choosing a trade name suitable in Turkey.
2. To have notarized the trade title and the signatures to be put under the title of the authorized persons.
3. To deposit the amount of four thousandth of the capital in the account of the Competition Authority of Turkey
4. Registration of the Articles of Association of the company in Turkey in three copies, one of which is the original, to the trade registry office authorized in the region where the company operates in Turkey and to submit a notarized signature declaration.
5. Submitting the registration declaration containing the information shown in article 300 of the Turkish Commercial Code to the trade registry office.
6. Submitting the undertaking to be issued in accordance with article 29 of the Trade Registry Regulation to the relevant trade registry office in Turkey
7. In the event that the founders of the company are real persons, to submit the residence permit to the trade registry office by means of the approved identity card.
8. Submitting the company establishment petition form to the trade registry office for tax and social security registration
9. To register with the chamber of commerce or the chamber of commerce and industry, which is authorized in the region where the business operates in Turkey.
10. Business and trade names published on the Turkey Trade Registry Gazette announced that they have been registered

Which Elements Should be Included to the Articles of Association of the Joint Stock Company Established in Turkey

In accordance with Article 279 of the Turkish Commercial Code No. 6762, the following issues should be included in the articles of association to be registered and announced by joint stock companies in Turkey :

1. Name and surname of the founders, addresses, nationalities if there are foreign national partners
2. Commercial title of the company
3. Company head office address
4. The purpose and subject of the company
5. The company’s capital, the nominal value of each share, the terms and conditions of payment
6. Special benefits to founders and other people
7. Conditions for election, rights and duties of management and supervisory boards
8. How to call the general assembly for a meeting
9. The way of posting and the conditions
10. The duration of the company
11. Capital share types and share amounts promised by partners