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
| Document | Requirements / Notes |
|---|---|
| 1. Petition | Signed by all company directors.Must include:• Tax office• Company description• Capital• Headquarters address• Start date• NACE code for activity• Declaration of accuracy and legal responsibility |
| 2. Chamber Registration Declaration | • Signed by authorized persons• Includes shareholders’ photographs |
| 3. Establishment Notification Form | Required if:• A shareholder is a foreign national, OR• A Turkish citizen resides abroadMust be signed by the authorized person |
| 4. Foreign Shareholder Documents | • Notarized Turkish translations of passports• Tax identification or foreign identity numbers• If residing in Turkey: notarized residence permit |
| 5. Company Agreement (Articles of Association) | • Prepared through MERSİS• Signed by shareholders• If signed by proxy: notarized power of attorney required |
| 6. Signature Declarations | • For citizens with new ID cards: may be obtained electronically from the National Population and Citizenship Affairs database |
| 7. Acceptance Declarations for Non-Shareholder Directors | Must include:• Residence address• Nationality• ID number (or Tax ID for foreigners)Foreign nationals must also provide notarized passport translations and residence permits |
| 8. Legal Entity Directors | • Notarized resolution specifying the individual representing the entity |
| 9. Competition Authority Fee | • 0.04% of the company’s capital (paid at Chamber cashier) |
| 10. Cash Commitments | • At least 25% of capital must be deposited before registration• The remaining amount must be paid within 24 months |
| 11. Capital in Kind | Requires:• Expert valuation report• Court decision• Proof that assets are unencumbered |
| 12. Special Situations | If a minor is a shareholder:• Court guardianship decision• Company agreement signed by guardian |
| 13. Customs Brokerage Company Establishment | Provide notarized customs brokerage licenses for:• All shareholders• Unlimited representative directors(Authorized customs brokerage companies: same applies to all) |
| 14. Municipality / Local Government Participation | • A copy of the Presidential decree permitting participation |
| 15. Contracts with Founder | • All contracts related to establishment, including transfer of assets or business, must be submitted |
Address Change Procedures
- Petition: Includes branch name, address, activity details, and declaration of accuracy
- Chamber Registration Declaration: Signed by branch representative, includes photograph
- General Assembly Resolution: Notarized resolution approving the branch
- Acceptance Statement: From branch representative
Branch Closure Procedures
- Petition: Includes closure details and company seal
- General Assembly Resolution: Notarized resolution approving the closure
- Supporting Documents: Participant lists and other necessary paperwork
Application Process for Company Headquarters Change
- Petition: Signed by an authorized person with the company seal and include a list of attached documents. Must clearly state company details and declaration of responsibility.
- Chamber Registration Declaration: Signed by authorized persons, includes shareholder photos
- General Assembly Resolution: Notarized copy including updated article regarding new address
- Approval from the Ministry (if applicable): Original approval letter and ministry-certified amendment text
- Ministry Representative Appointment Letter (if required): Original appointment letter
- Document from Previous Trade Registry Office: Required if transferring headquarters from another office
- Establishment Notification Form: Required for foreign shareholders or Turkish citizens abroad
General Assembly Procedures
- General Assembly Resolution (notarized copy from meeting book)
- Participant List (signed)
- Petition (signed by authorized person with seal)
- Ministry Representative Appointment Letter (if required)
- Power of Attorney (if proxy participation)
Amendment Of The Articles Of Association
In addition to general assembly documents:
- Approval Letter from Ministry or Relevant Authority (if required)
- Amendment Draft (one copy or included in resolution)
- Approval from Privileged Shareholders’ Special Assembly (if rights affected)
Capital Increase Procedures
- Petition (signed and sealed)
- General Assembly Resolution (notarized)
- Accountant’s Report (confirming financial standing and paid commitments)
- Payment Evidence (bank deposit proof)
- Expert Reports for In-Kind Contributions (court-appointed)
- Competition Authority Fee (0.04% of increase)
Capital Reduction Procedures
- Petition (signed by representative)
- Reduction Report (reason, method, purpose)
- General Assembly Resolution (notarized)
- Notifications to Creditors (3 announcements in Gazette)
- CPA or Auditor’s Report (assets cover liabilities)
- Proof of Creditor Payment or Guarantee
Simultaneous Capital Reduction and Increase Procedure
Additional requirements:
- Government Approval or Consent Letter (if required)
- Bank Letter (new capital fully paid)
- General Assembly Resolution (notarized, approving both)
- Amended Articles of Association
- CPA/Financial Advisor Report
- Capital Reduction Report
Board Member Resignation and Appointment Procedure
- Petition (signed with seal, listing attachments)
- Board Resolution (notarized)
- Corporate Board Member Documentation (if entity appointed, with representative details)
- Acceptance Statement (address, nationality, ID/tax number, notarized passport and permit for foreigners)
Joint-Stock Company Representation Procedure
- Board Resolution: Notarized copy of the decision from the board resolution book regarding the appointment of individuals with unlimited representation authority.
- Petition
- Signed by the authorized person(s) with the company seal.
- Must include a list of attached documents.
- At least one board member must have unlimited representation authority on all matters.
- Petition
- 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.
- Petition: Signed by an authorized person with the company seal, including a list of attached documents.
- 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.
- Notarized Passport Copy for Foreign Individual Shareholder: Must be a notarized Turkish translation of the passport.
- 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.
- 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
- Petition: Signed by an authorized person with the company seal and includes a list of attached documents.
- Board Resolution: A notarized copy of the board resolution from the decision book is required to register and announce the single shareholder change.
- Notarized Passport Copy for Foreign Individual Shareholder: Must be a notarized Turkish translation of the passport.
- 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.
- Updated Share Ledger Pages: Submit the relevant pages of the share ledger showing the updated shareholder information.
Transition from Single Shareholder to Multiple Shareholders
- Petition: Signed by an authorized person with the company seal and includes a list of attached documents.
- 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.
- Updated Share Ledger Pages: Submit the relevant pages of the share ledger showing the updated shareholder information.
Dissolution and Liquidation Procedures
Liquidation Initiation:
- General assembly resolution appointing a liquidator.
- Participant list.
- Notarized power of attorney if participating by proxy.
- Liquidator’s acceptance and signature declaration.
Completion of Liquidation:
- General assembly resolution approving liquidation.
- Participant list.
- Confirmation of settled accounts and final reports.
Reversal of Liquidation:
- Resolution to cancel liquidation if no distribution has commenced.
- Liquidator’s report confirming company assets remain intact.
- Participant list and supporting documents.
The procedures outlined above highlight the legal, financial, and administrative requirements for establishing a Joint-Stock Company in Turkey. Following these steps ensures compliance with Turkish Commercial Code and provides a solid foundation for corporate governance and future operations
Related Links
Frequently Asked Questions
It is possible to complete the company incorporation procedures in Turkey within one day, provided that all required documents are submitted to the relevant Trade Registry Office.
- A minimum share capital of 50,000 TRY is required for standard joint stock companies.
- Higher minimum capital requirements apply for companies opting for the registered capital system.
Yes. Joint stock companies may be incorporated in Turkey with 100% foreign ownership, without any requirement for a Turkish shareholder, in accordance with the Foreign Direct Investment Law.
