Establishing a Joint-Stock Company in Turkey

Establishing a Joint-Stock Company in Turkey begin with submitting a petition tailored to the type of transaction at the Trade Registry Office. The company formation process includes:

• Obtaining a request number through MERSİS.
• Scheduling an appointment via https://randevu.ito.org.tr.
• Submitting the required documents to the respective regional office.

The petition must be signed by authorized representatives of the company. Below are detailed procedures for common transactions.

How to Establish a Joint-Stock Company in Turkey

Required Documents

1. Petition:
   • Must be signed by all company directors.
   • It should state the tax office, company description, capital, headquarters, start date, and NACE code for the activity.
   • The petition must declare that the information provided is accurate, and signatories accept responsibility for discrepancies.
2. Chamber Registration Declaration:
   • Signed by authorized persons.
   • Includes the shareholders’ photographs.
3. Establishment Notification Form:
   • Required if a shareholder is a foreign national or a Turkish citizen residing abroad.
   • Must be signed by the authorized person.
4. Foreign Shareholder Documents:
   • Notarized Turkish translations of passports.
   • Tax identification numbers or foreign identity numbers.
   • If residing in Turkey, a notarized residence permit is required.
5. Company Agreement:
   • Prepared through MERSİS and signed by shareholders.
   • If signed by power of attorney, the original or notarized copy of the power of attorney must be provided.
6. Signature Declarations:
   • For Turkish citizens holding new ID cards, signature declarations can be obtained electronically from the National Population and Citizenship Affairs database.
7. Acceptance Declerations for Non-Shareholder Directors:
   • Must include details such as the residence address, nationality, ID number (or tax ID for foreigners).
   • Foreign nationals must also provide notarized Turkish translations of passports and residence permits.
8. Legal Entity Directors:
   • If a legal entity is appointed as a director, a notarized resolution specifying the individual representing the entity must be submitted.
9. Competition Authority Fee:
   • 0.04% of the company’s capital must be paid at the Chamber’s cashier.
10. Cash Commitments:
    • At least 25% of the capital must be deposited before registration, with the remainder payable within 24 months.
11. Capital in Kind:
    • Requires an expert valuation report, court decision, and documentation proving that the assets are unencumbered.
12. Special Situations:
    • If a minor is a shareholder, a guardianship decision from the court is required, and the company agreement must be signed by the appointed guardian.
13. Customs Brokerage Company Establishment:
    • Notarized customs broker licenses for all shareholders and unlimited representative directors must be provided.
    • For authorized customs broker companies, the same must be provided for all shareholders and authorized directors.
14. Municipality and Local Administration Participation:
    • If the company’s founders include municipalities or other local administrations, a copy of the Presidential decree permitting participation must be submitted.
15. Contracts with Founders:
    • Any contracts related to the establishment of the company, including the transfer of assets or enterprises, must be presented.

Address Change Procedures

1. Petition:
   • Includes the new address and the company seal.
2. General Assembly Resolution:
   • A notarized resolution confirming the address change.
3. MERSİS Verification:
   • Ensure the new address matches the address listed in the MERSİS system before proceeding.

Branch Opening Procedures

1. Petition:
   • Must include the branch’s name, address, activity details, and a declaration of accuracy.
2. Chamber Registration Declaration:
   • Signed by the branch representative and includes their photograph.
3. General Assembly Resolution:
   • A notarized resolution approving the branch’s establishment.
4. Acceptance Statement:
   • From the branch representative.

Branch Closure Procedures

1. Petition:
   • Includes details about the closure and the company seal.
2. General Assembly Resolution:
   • A notarized resolution approving the branch closure.
3. Supporting Documents:
   • Participant lists and other necessary documents.

Application Process for Company Headquarters Change

1. Petition
   • The petition must be signed by an authorized person with the company seal and include a list of attached documents.
   • It should clearly state the company’s name, capital, establishment date, and NACE code, along with a declaration of responsibility for the accuracy of the provided information.
2. Chamber Registration Declaration
   • Must be signed by authorized persons and include photos of the shareholders.
3. General Assembly Resolution
   • A notarized copy from the general assembly meeting book.
   • The resolution must include the full text of the updated article regarding the company’s new address.
   • If the amendment text is attached separately, it must be signed by the board members with the company seal.
4. Approval from the Ministry (if applicable)
   • For companies requiring ministry approval, an original approval letter and a ministry-certified amendment text must be submitted.
5. Ministry Representative Appointment Letter (if required)
   • For meetings where a ministry representative is required, the original appointment letter must be presented.
6. Participant List
   • The original participant list must be submitted.
   • If the resolution is submitted by the board of shareholders instead, the participant list is not required.
7. Document from the Previous Trade Registry Office
   • For companies transferring their headquarters from another Trade Registry Office, a document as per the Trade Registry Regulation must be provided.
8. Establishment Notification Form
   • Required if a shareholder is a foreign national or a Turkish citizen residing abroad.
   • Must be completed and signed by an authorized person.

General Assembly Procedures

1. Petition:
   • Must be signed by an authorized person using the company seal.
2. General Assembly Resolution:
   • A notarized copy of the resolution from the general assembly meeting book.
3. Participant List:
   • A signed participant list.
4. Ministry Representative Appointment Letter:
   • Required for meetings that require a ministry representative.
5. Power of Attorney:
   • If participation is by proxy, a notarized power of attorney must be presented.

Amendment Of The Articles Of Association

In addition to the documents regulated under the heading ‘Joint Stock Company General Assembly Procedure’;

1. Approval Letter from the Ministry or Relevant Authority:
   • If the amendment to the articles of association requires approval from the Ministry or another official institution, the original approval letter must be submitted.
2. Amendment Draft:
   • For amendments other than capital reduction, capital increase, or simultaneous capital reduction and increase, an amendment draft must be attached in one copy.
   • The amendment draft may also be included within the general assembly resolution.
3. Approval from the Privileged Shareholders’ Special Assembly:
   • If the amendment affects the rights of privileged shareholders, a notarized copy of the resolution from the privileged shareholders’ special assembly approving the general assembly’s decision must be submitted.

Capital Increase Procedures

1. Petition:
   • Signed by the authorized representative and stamped with the company seal.
2. General Assembly Resolution:
   • A notarized resolution confirming the decision to increase capital.
3. Accountant’s Report:
   • Prepared by a CPA, confirming that the company’s financial standing supports the capital increase and that existing capital commitments have been fully paid.
4. Payment Evidence:
   • Proof of deposit from the bank for cash increases.
5. Expert Reports for In-Kind Contributions:
   • Court-appointed expert valuation and necessary approvals.
6. Competition Authority Fee:
   • 0.04% of the capital increase is to be paid.

Capital Reduction Procedures

1. Petition:
   • Signed by the authorized representative.
2. Reduction Report:
   • Explains the reasons, method, and purpose of the capital reduction.
3. General Assembly Resolution:
   • A notarized resolution amending the relevant clause in the company agreement.
4. Notifications to Creditors:
   • Three public announcements at seven-day intervals in the Trade Registry Gazette.
5. CPA or Auditor’s Report:
   • Confirms that sufficient assets remain to cover liabilities after the reduction.
6. Proof of Creditor Payment or Guarantee:
   • Documents showing that all declared debts are either paid or secured.

Simultaneous Capital Reduction and Increase Procedure

In addition to the documents required under the “Capital Increase Procedure”, the following must be provided:

1. Government Approval or Consent Letter
   • If the amendment to the articles of association requires approval from the Ministry or another authority.
2. Bank Letter
   • Confirms that the newly increased capital is fully paid. If the increase exceeds the reduction, at least 25% of the excess must also be paid.
3. General Assembly Resolution
   • Notarized copy of the resolution approving both the capital reduction and simultaneous increase.
4. Amended Articles of Association
   • Updated articles reflecting the simultaneous reduction and increase.
5. CPA/Financial Advisor Report
   • Confirms the capital is fully paid, the company’s assets cover liabilities, and the equity structure remains intact.
6. Capital Reduction Report
   • Prepared by the board, explaining the reasons, purpose, and method of the capital reduction, approved by the general assembly.

Board Member Resignation and Appointment Procedure

In the event of a vacancy in the board of directors, the board must appoint a temporary member who meets the legal requirements, subject to approval at the next general assembly meeting. The appointed member serves until the meeting and completes the predecessor’s term upon approval

1. Petition
   • Signed by an authorized person with the company seal and listing all attached documents.
2. Board Resolution
   • Notarized copy of the decision from the board resolution book.
   • Provide separate examples for individual board members and corporate board members.
3. Corporate Board Member Documentation
   • If a corporate entity is appointed to the board, a notarized copy of the decision by the corporate entity’s authorized body must be submitted.
   • This document must include the name, address, nationality, and identification number of the individual who will act on behalf of the corporate entity.
4. Acceptance Statement
   • The appointed board member must submit a signed acceptance statement including:
     • Residence address
     • Nationality
     • ID number for Turkish citizens
     • Tax ID number or foreign ID for foreign nationals
   • Foreign appointees must also provide:
     • Notarized passport copy with Turkish translation
     • Residence permit if residing in Turkey

Joint-Stock Company Representation Procedure

1. Petition
   • Signed by the authorized person(s) with the company seal.
   • Must include a list of attached documents.
2. Board Resolution
   • Notarized copy of the decision from the board resolution book regarding the appointment of individuals with unlimited representation authority.
   • At least one board member must have unlimited representation authority on all matters.
3. Signature Declaration
   • A current signature declaration must be provided for the appointed representatives.

Single-Shareholder Joint-Stock Company Decleration

If a joint-stock company established with multiple shareholders becomes a single-shareholder company, this change must be reported to the board of directors within seven days of the transaction date. The board must register the single-shareholder status within seven days of receiving the notice, along with the shareholder’s name, ID number, address, and citizenship details.

1. Petition
   • Signed by an authorized person with the company seal, including a list of attached documents.
2. Board Resolution (Notarized Copy)
   • Notarized copy of the board resolution from the decision book.
   • The resolution must state:
     • The company has become a single-shareholder joint-stock company.
     • The name, address, citizenship, and ID number of the sole shareholder.
     • For foreign shareholders, the tax ID number or foreigner identification number must be included.
   • If the sole shareholder is a Turkish corporate entity registered outside Istanbul, the Trade Registry Office, registry number, and MERSİS number must be mentioned.
3. Notarized Passport Copy for Foreign Individual Shareholder
   • Must be a notarized Turkish translation of the passport.
4. Corporate Registry Document for Foreign Corporate Shareholder
   • This document must be certified by the Turkish Consulate or as per the Apostille Convention and must have a notarized Turkish translation.
5. Share Ledger Pages
   • The updated pages of the share ledger reflecting the share transfer must be submitted.

Single Shareholder Change in a Joint-Stock Company

1. Petition
   • Signed by an authorized person with the company seal and includes a list of attached documents.
2. Board Resolution
   • A notarized copy of the board resolution from the decision book is required to register and announce the single shareholder change.
3. Notarized Passport Copy for Foreign Individual Shareholder
   • Must be a notarized Turkish translation of the passport.
4. Corporate Registry Document for Foreign Corporate Shareholder
   • If the new shareholder is a foreign corporate entity, a current registry document must be provided.
   • This document must be certified by the Turkish Consulate or as per the Apostille Convention and have a notarized Turkish translation.
5. Updated Share Ledger Pages
   • Submit the relevant pages of the share ledger showing the updated shareholder information.

Transition from Single Shareholder to Multiple Shareholders

1. Petition
   • Signed by an authorized person with the company seal and includes a list of attached documents.
2. Board Resolution
   • A notarized copy of the board resolution from the decision book, documenting the transition to a multiple shareholder structure, must be registered and announced.
3. Updated Share Ledger Pages
   • Submit the relevant pages of the share ledger showing the updated shareholder information.

Dissolution and Liquidation Procedures

Liquidation Initiation:

1. General assembly resolution appointing a liquidator.
2. Participant list.
3. Notarized power of attorney if participating by proxy.
4. Liquidator’s acceptance and signature declaration.

Completion of Liquidation:

1. General assembly resolution approving liquidation.
2. Participant list.
3. Confirmation of settled accounts and final reports.

Reversal of Liquidation:

1. Resolution to cancel liquidation if no distribution has commenced.
2. Liquidator’s report confirming company assets remain intact.
3. Participant list and supporting documents.