Company formation in Turkey

  • The basic types of companies in Turkey are:

    • Public Limited company
    • Private Limited company
    • Limited company and Joint Ventures
    • Agency Office
    • Branch in Turkey

PUBLIC LIMITED COMPANY

  • The founding of a Public Limited Company in Turkey requires a minimum of 5 shareholders.
  • The capital of a Public Limited Company must be at least
    50.000 TL
  • The nationality of the shareholders is not binding
  • Capital and shares must be designated in the Shareholders’ Charter
  • Line of business and trade name of the Public Limited Company must be designated in the Shareholders’ Charter
  • All procedures must be executed in a legally determined and limited schedule.
    All relevant documents and statements must be submitted to the Commerce Register Office of the precinct where the company is to be founded
  • The law requires the legal entities to be members of a Chamber relevant to their line of business
  • In Istanbul the accredited Chamber is the ‘Chamber of Commerce of Istanbul

PRIVATE LIMITED COMPANY

  • A minimum of 2 partners is required in order to found a private Ltd company in Turkey
  • Required capital is set at a minimum of 5.000TL
  • Each partner (shareholder) must hold at least 25TL or a multiple number of 25TL of shares
  • The nationality of the founders is not binding
  • LTD partners have limited responsibility for the share capital with the exception of tax responsibilities

BRANCH OFFICE

  • Foreign companies are free to open branch offices in Turkey
  • For the founding of such an office, permission from the Ministry of Industry and Commerce is required
  • The legal regime of a Branch Office is designated as Foreign Entity
  • The share dividends in portions is the capital required. An independent Branch Office capital is not required
  • The parent company has legal responsibility
  • Only the income from Turkey is due to taxes
  • The parent company must designate a Branch Manager with full representation and responsibility.
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REPRESENTATION OFFICE

  • Foreign companies can promote their business, carry out research or look for investment opportunities through a Representation Office in Turkey
  • A Representation Office cannot be involved in any commercial activities with the purpose of creating an income in Turkey
  • A permit is required for the Representation Office which is issued for 3 years and which must be renewed at the expiry date
  • All expenses concerning the Representation Office must be covered exclusively by foreign exchange originating from a foreign country
  • The parent company designates a Representation Office Manager with full representation and responsibility
  • There are no company tax commitments
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COMMERCIAL CODE

The new Commercial Code of Turkey voted in January2011 and effective January 2012 states that:

  • A company can be embodied in Turkey in only a few days
  • Any foreign person or legal entity with foreign funds can found any type of company in Turkey
  • There are no restrictions (apart from controlled fields) to the founding of a company in Turkey by a foreign investor
  • A foreign investor can set up any type of company without the need of a Turkish partner
  • All types of companies can be floated without the need of an official permit. Only certain types of companies need a permit from the Ministry of Industry and Commerce
  • All documents and statements required must be submitted to the Commerce Register Office of the precinct where the company is to be founded
  • All documents must be in Turkish or translated, certified true copies and Haye stamped (Apostille)
  • The law requires the legal entities to be members of a Chamber relevant to their line of business
  • In the case that a foreigner is living and working in Turkey, residents’ and work permits are required.

Detailed information about floating a Private Limited Company

  • For the founding of a LTD company in Turkey, a minimum of 2 partners (natural or legal persons) is required
  • The required capital of a LTD company is set at a minimum of 5.000TL
  • Each partner (shareholder) must have at least 25TL or a multiple of 25TL
  • Drawing up of a CORPORATION CHARTER of a LTD company
  • Height of capital and shares must be determined in the Shareholders’ Charter
  • Activity field and trade name must be determined in the Shareholders’ Charter
  • Duration of the company must be determined
  • Head office must be determined
  • Rent contract or ownership titles certifying the company’s office must be presented
  • All procedures must be carried out in a legally determined and limited schedule
  • All relevant documents mentioned below must be submitted to the Register Section of the Chamber in the municipality where the company is to be founded
  • The law requires legal entities to be members of the Chamber relevant to their line of business and area
  • In Istanbul the accredited Chamber is the ‘Chamber of Commerce of Istanbul’
  • All documents originated from other countries must bear a Haye Apostille stamp (Stamp of Convention de La Haye