ESTABLISHING A COMPANY IN TURKEY 2017



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ESTABLISHING BUSINESS IN TURKEY

In the global age, companies tend to re-consider their capital structures within the Capital, Information and Technology axis. There is no doubt that adaptation to the increasing international competition within the boundaryless world plays an important role in the decision to establish overseas businesses and partnerships. Within this perspective, Turkey develops a series of legal and political initiatives that encourage the internationalization and globalization efforts of companies who seek to move to Turkey. This article explains the process of establishing a foreign company in Turkey by focusing on ordinary procedures for establishing different types of foreign companies.

 

LEGAL BASIS

Core legislation on foreign investment is the Law no 4875 on the Foreign Direct Investments.[1] Upon its acceptance and entry into force on 17.06.2003, the current legislation on Foreign Direct Investment explicitly guarantees two principles: freedom to establish business enterprises and equal treatment. In accordance with article 3 (a) of Law on Foreign Direct Investments:

“Unless stipulated by international agreements and other special laws: 1.Foreign investors are free to make foreign direct investments in Turkey, 2. Foreign investors shall be subjected to equal treatment with domestic investors.”

Prior to entry into force of Law no 4875, foreign investors seeking to establish business in Turkey were subjected to Law no 6224 on the Encouragement of Foreign Capital. In accordance with the old legislation which is outlawed by the Law no 4875, Foreign companies were subjected to a series of strict opening procedures. Among all the most controversial ones were the requirement of preliminary permission from Ministry of Treasury and a minimum 50.000 USD capital requirement per foreign partner. Moreover Law no 4875 also abolished the limitation before the commercial activities of foreign investors. Previously, foreign investors were allowed to form Joint Stock Companies, Limited Liability Companies and Branch Offices. By the virtue of Law no 4875 and most importantly by the reforms put forward by the new Turkish Commercial Code, regardless of having a legal entity, foreign investors might form all types of companies and engage commercial activities in Turkey.

Business life in Turkey was further amended by the introduction of the new Turkish Commercial Code No. 6102, which has replaced and outlawed the 55 years old Turkish Commercial Code on 1 July 2012.[2] In line with the European Union harmonization efforts the new commercial code created a well structured and less complicated business life. Moreover it reflected major EU principles such as free movement of capital.

Among all, one of the major developments achieved by the introduction of the new code is the amendment of the shareholder structure of companies. Accordingly the new law permits the establishment of joint stock companies or limited companies with a single shareholder. Furthermore, foreign individuals may form a joint stock company or a limited company. In the joint stock companies, the  board of directors can be formed only by one person and the board may also meet in an electronic environment. Moreover legal entities may be appointed as board members. Thus foreign individuals or legal entities can form a joint stock company and board members might consist of foreign nationals.[3]

 

COMPANIES SUBJECTED TO THE APPROVAL OF MINISTRY

The following types of Joint Stock Companies are subjected to prior permission of Ministry before their establishment and/or the amendment of their articles of incorporation.

  • Banks,
  • Financial leasing companies,
  • Factoring companies,
  • Consumer finance and card services companies,
  • Asset management companies,
  • Insurance companies,
  • Joint-stock company established in the form of holdings,
  • Companies operating currency exchange office,
  • Companies dealing with public warehousing,
  • Companies dealing with licensed warehousing of agricultural products,
  • Commodity exchange companies,
  • Independent audit companies,
  • Surveillance companies,
  • Technology development zone administrator companies,
  • Companies founding and operating Free Trade Zone.

 

TYPES OF COMPANIES & REQUIRED DOCUMENTS

As per article 124 of the new commercial code incorporated companies are listed as Collective Company, Commandite Company, Joints Stock Company, Limited Company and Cooperative. In accordance with the second paragraph of the Article 124, Commandite (Limited Partnership) and Collective companies are classified as partnerships and the Joint Stock Companies, Limited Liability Companies and Limited partnership by shares are classified as Capital Companies.

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Figure 1: TYPES OF COMPANIES IN TURKEY

 

COMPANY TYPES AND CHARACTERISTICS

COMPANY TYPE LEGAL ENTITY RESPONSIBILITY STRUCTURE PARTNERS CLASSIFICATION TAX LIABILITY
SOLE PROPRIETORSHIP NO UNLIMITED LIABILITY AT LEAST ONE SHAREHOLDER NATURAL PERSON PROPRIETORSHIP INCOME TAX
UNINCORPORATED COMPANY NO UNLIMITED LIABILITY AT LEAST TWO SHAREHOLDERS, NATURAL PERSON PROPRIETORSHIP INCOME TAX
COLLECTIVE COMPANY(GENERAL PARTNERSHIP) YES UNLIMITED LIABILITY AT LEAST TWO SHAREHOLDERS, NATURAL PERSON PROPRIETORSHIP INCOME TAX
COMMANDITE COMPANY (LIMITED PARTNERSHIP) YES ACTIVE PARTNER (COMMANDITE) HAS UNLIMITED LIABILITY AT LEAST TWO SHAREHOLDERS, ACTIVE PARTNER SHOULD BE NATURAL PERSON PROPRIETORSHIP INCOME TAX
LIMITED PARTNERSHIP BY SHARES YES ACTIVE PARTNER (COMMANDITE) HAS UNLIMITED LIABILITY AT LEAST FIVE SHAREHOLDERS, ACTIVE PARTNER SHOULD BE NATURAL PERSON CAPITAL COMPANY CORPORATE TAX
LIMITED LIABILITY COMPANY YES LIMITED LIABILITY AT LEAST ONE SHAREHOLDER, MINIMUM AMOUNT OF CAPITAL SHOULD BE 10.000 TURKISH LIRAS NATURAL PERSON OR LEGAL ENTITY CAPITAL COMPANY CORPORATE TAX
JOINT STOCK COMPANY YES LIMITED LIABILIY AT LEAST ONE SHAREHOLDER, MINIMUM AMOUNT OF CAPITAL SHOULD BE 50.000 TURKISH LIRAS NATURAL PERSON OR LEGAL ENTITY CAPITAL COMPANY CORPORATE TAX

Table 1: COMPANY TYPES AND CHARACTERISTICS


 

LIMITED LIABILITY COMPANY (LLC)

As per article 573 of the Turkish Commercial Code, a limited liability company can be formed by at least one natural person and a legal entity shareholder for all the kinds of economic purposes. The number of shareholders can not exceed 50. Shareholders are not responsible for the debt of the company; they are only responsible for paying basic capital shares to which they are subscribed. The registered capital of the Limited Liability Company should be at least 10.000 Turkish Liras.

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Table 2: LIMITED COMPANY - REQUIRED DOCUMENTS

 

JOINT STOCK COMPANY (J.S.C)

In accordance with article 239 of Turkish Commercial Code, “A joint stock company is a company whose capital is certain and divided into shares and which is solely responsible for its debts as an amount of its assets. Shareholders are solely responsible to the company and their responsibility is limited to their subscribed shares.” Minimum capital of the joint stock company should be at least 50.000 Turkish Liras.

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Table 3: JOINT STOCK COMPANY - REQUIRED DOCUMENTS

 

COMMANDITE & COLLECTIVE COMPANY

Article 304 of Turkish Commercial Code defines Commandite Companies. Accordingly Commandite Company is a form of company established for commercial purposes under a trade name. The liability of some shareholders is limited to the subscribed capital (Commanditer), on the other hand for some shareholders have unlimited liability (Commandite). No minimum capital is required for the formation of a commandite company.

As per article 211 of Turkish Commercial Code (General Partnership) can be founded by real persons for commercial purposes under a trade name. In the collective company, shareholders have unlimited liability.

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Table 4: COMMANDITE & COLLECTIVE COMPANY - REQUIRED DOCUMENTS

 

ANNEXES - SAMPLE DOCUMENTS

ANNEX I SAMPLE CERTIFICATE OF ACTIVITY
ANNEX II SAMPLE CERTIFICATE OF PARTNERSHIP CONFIRMATION
ANNEX III SAMPLE CERTIFICATE OF CHAMBER REGISTRY
ANNEX IV SAMPLE SIGNATURE CIRCULAR
ANNEX V TAX CERTIFICATE

CERTIFICATE OF PARTNERSHIP CONFIRMATION
TAX CERTIFICATE
CERTIFICATE OF ACTIVITY
SIGNATURE CIRCULAR
CERTIFICATE OF CHAMBER REGISTRY

DISCLAIMER

Please consider that Expat Guide Turkey guide - Establishing Business in Turkey - contains general information only, not legal advice. Although Expat Guide Turkey & Ata Kurumsal has taken great care in compiling the content of this guide, we cannot guarantee that all information is accurate and complete.Expat Guide Turkey accepts no liability for the content of this guide, or for the consequences of any actions taken on the basis of the information provided.

 

Accounting services provided by ATA Corporate Consulting Inc. are as Follows:

 

Related Posts:

1: START-UP EXPENSES OF LIMITED COMPANY
2: SPECIAL PACKAGE FOR FOREIGN INVESTORS! HERE ARE 10 ITEMS
3: ESTABLISHING LIMITED AND INCORPORATED COMPANY IN TURKEY
4: ESTABLISHING A COMPANY IN TURKEY: LIMITED OR INCORPORATED COMPANY?

SPECIALITIES

Establishing Company in Turkey - by
, 15 September 2015As per article 124 of the new commercial code incorporated companies are listed as Collective Company, Commandite Company, Joints Stock Company, Limited Company and Cooperative.

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