Procedures at the Trade Registry Office

Introduction

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

Establishing a Joint-Stock Company in Turkey

Required Documents:

• Petition: Signed by all company directors. Includes tax office details, company description, capital, headquarters, start date, and NACE code.
• Chamber Registration Declaration: Signed by authorized persons. Contains shareholder photographs.
• Establishment Notification Form: Mandatory for foreign shareholders or Turkish citizens residing abroad.
• Foreign Shareholder Documents: Notarized Turkish translations of passports. Tax or foreign identity numbers.
• Company Agreement: Generated via MERSİS and signed by shareholders.
• Signature Declarations: Can be obtained electronically for Turkish citizens with new ID cards.
• Non-Shareholder Manager Acceptance Statements: Includes residence address, nationality, and ID details.
• Competition Authority Fee: 0.04% of the company’s capital.
• Capital Commitments: At least 25% of capital must be deposited before registration.
• Special Situations: Guardianship court decisions for minors as shareholders.

Address Change Procedures

1. Petition: Includes the new address and company seal.
2. General Assembly Resolution: Notarized and confirming the change.
3. MERSİS Verification: Ensure the new address aligns with MERSİS records.

Branch Opening Procedures

1. Petition: Declares branch name, address, activity details, and responsibility for accuracy.
2. Chamber Registration Declaration: Signed by the branch representative.
3. General Assembly Resolution: Notarized approval.
4. Acceptance Statement: From the branch representative.

Capital Increase Procedures

1. Petition: Stamped and signed by an authorized person.
2. General Assembly Resolution: Notarized.
3. Accountant’s Report: Verifying financial adequacy for the increase.
4. Payment Proof: For cash increases.
5. Competition Authority Fee: 0.04% of the increase.

Capital Reduction Procedures

1. Petition: Signed by the authorized representative.
2. Reduction Report: Explains the rationale and methods.
3. General Assembly Resolution: Notarized amendment of relevant clauses.
4. Creditor Notifications: Public announcements in the Trade Registry Gazette.

Board Member Resignation & Appointment

1. Petition: Lists attached documents, signed by authorized personnel.
2. Board Resolution: Notarized copy of the decision.
3. Acceptance Statement: Details of the appointed member.
4. Supporting Documents for Foreign Nationals: Notarized passport translations and residence permits.

Transition to Single or Multiple Shareholders

1. Petition: Declares the change.
2. Board Resolution: Notarized copy from the decision book.
3. Updated Share Ledger Pages: Reflecting the shareholder changes.
4. Foreign Shareholder Documentation: Notarized Turkish translations and tax ID numbers.

For detailed guidance, visit the official Trade Registry Office website.