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
- Signed by all company directors.
- Must include:
- Tax office
- Company description
- Capital
- Headquarters
- Start date
- NACE code for the activity
- Declaration that all information provided is accurate, with signatories accepting responsibility for discrepancies.
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 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: notarized residence permit.
5. Company Agreement
- Prepared through MERSİS.
- Signed by shareholders.
- If signed by a proxy, provide the original or notarized copy of the power of attorney.
6. Signature Declarations
- For Turkish 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 Turkish translations of passports and residence permits.
8. Legal Entity Directors
- If a legal entity is appointed as a director:
- Submit a notarized resolution specifying the individual representing the entity.
9. Competition Authority Fee
- 0.04% of the company’s capital, payable at the Chamber’s cashier.
10. Cash Commitments
- At least 25% of the 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:
- Guardianship decision from court
- Company agreement signed by the appointed guardian
13. Customs Brokerage Company Establishment
- Provide notarized customs broker licenses for:
- All shareholders
- Unlimited representative directors
- For authorized customs broker companies: same applies to all shareholders and authorized directors.
14. Municipality and Local Administration Participation
- If founders include municipalities or local administrations:
- Submit a copy of the Presidential decree permitting participation.
15. Contracts with Founder
- Any contracts related to establishment, including transfer of assets or enterprises, must be presented.
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.
- 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
