Company Registration in Turkey - Business Starting & Setup

Turkey has a civil law system, which has been wholly integrated with the continental European system. For instance, the Turkish civil law system has been modified by incorporating elements mainly of the Swiss Civil Code, the Code of Obligations and the German Commercial Code. The administrative law bears similarities with the French Counterpart and the penal code with the Italian Counterpart.

The principal forms of business organization in Turkey are:

• Sole Proprietorship;
• Partnership;
• Limited Liability Company;
• Joint-stock Company;
• Commandite Company;
• Cooperative.

The most common structure is the Limited Liability Company.

Every LLC in Turkey must have a name. The requirements for the company name are as follows:

The company name must be distinct from the names of all other companies.

It shall contain a company type as a suffix.

In case the trade name contains the name and last name of an individual, the phrasing that indicates the company type cannot be abbreviated or displayed in symbols.

It shall contain wording to indicate the business activity of the company.

The company name cannot contain the words such as Turkey or Turkish (only allowed with special permission).

The presence of foreign words in the trade name of a company is permitted unless such words do not contradict the law, national and the cultural and historical heritage of Turkey and where the name or brand promoting the goods or services constituting the business activity is in a foreign language or the investment is made by foreign shareholders.

To incorporate a Turkish company, the following steps are required:

1. Execute and notarize company documents: According to Article 586 of the new Turkish Commercial Code, the following documents are required:

• Notarized articles of association (4 copies and 1 original).
• Notarized signature declarations (1 copy).
• Notarized copy of the founders' declaration (1 original copy).
• Notarization of commercial books (6 books), including the resolution of the board of directors or other appropriate corporate body of the legal entity concerning the decision to become a shareholder in the company to be established (1 copy).
• Notarized copy of a power of attorney authorizing the attorneys who will follow-up the application before the competent Trade Registry and other official authorities in order to proceed with the application (where applicable).

The incorporation documents are exempt from the stamp tax: there are no fees to be paid for the articles of association and the signature declarations. However, fees are still applicable for notary services and for the valuable papers.

2. Deposit a percentage of capital to the account of the Competition Authority: To register with the Commercial Registry, founders must obtain the original receipt from Halk Bankas. This receipt shows that 0.04% of the company’s capital has been paid to the Competition Authority at the central bank or a public bank.

3. Deposit at least 25% of the startup capital in a bank and Obtain proof there of: According to Articles 585 and 344 of the new Turkish Commercial Code, 25% of the share capital must be paid in prior to the new company registration. The remaining 75% of the subscribed share capital must be paid within 2 years. Alternatively, the capital can be fully paid prior to registration.

4. Apply for registration at the Trade Registry Office: Upon gathering the following documents, founders may apply for registration:

• Petition requesting registration;
• 3 copies of an incorporation notification form (kurulus bildirim formu);
• 4 copies of the notarized articles of association (1 original);
• Bank deposit receipt with respect to the payment made to the bank account of the Competition Authority (0.04% of the company's share capital);
• An undertaking (taahhutname) signed by the authorized company representatives. Signature declaration of the directors;
• For each person authorized to represent the founders of the limited liability company, 2 copies of the signature declarations;
• Notarized copy of the founders' declaration (1 original);
• Bank certificate of the paid-in minimum capital deposit (at least 25% of the subscribed capital);
• Chamber of Commerce registration form;
• 3 passport-sized photos of the founders.

Following the completion of the registration phase before the Commercial Registry, the Commercial Registry notifies the relevant tax office and the Social Security Administration ex-officio regarding the incorporation of the company. The Commercial Registry arranges for an announcement in the Commercial Registry Gazette within approximately 10 days as of the company registration.

A tax registration certificate must be obtained from the local tax office soon after the Commercial Registry Office notifies the local tax office.

A social security number for the company must be obtained from the relevant Social Security Administration. For the employees, a separate application has to be made following the registration of the company with the Social Security Administration.

5. Certify the legal books by a Notary Public (simultaneous with previous procedure): The founders must certify the legal books (6 documents: shareholders' resolution book, share ledger book, board of managers' resolution book, day-book, inventory book and general ledger) the day they register the company with the Commercial Registry. The notary public must notify the Tax Office about the commercial book certification.

6. Follow up with the tax office on the Commercial Registry’s company establishment notification: The Commercial Registry Office notifies the Tax Office and the Social Security Administration of the company’s incorporation. In practice, to expedite the registration process, company representatives follow up on whether the notification has been received. A tax officer comes to the company headquarters to prepare a determination report. There must be at least one authorized signature in the determination report. Trade Registry Officers send company establishment form which includes tax number notification to Tax Office.

The procedure for incorporation takes less than 3-4 weeks.

For a limited liability company a resident director appointed with powers to represent and bind the company is required for practical reasons. This requirement is generally enforced by tax offices in order to safeguard their filings and tax payments since (for instance) in LTD management and shareholders are also liable with their personal assets against government related debts (tax and social security premiums). Therefore tax offices need submission of resident individuals with Turkish addresses that they can follow up.

This issue is also important for bank account opening. Most of the banks in Turkey have a 'know your client' policy subject to Basel standards. They ask for documents of the company's shareholders and management as well as the company's documents themselves. Therefore a resident director appointment is generally necessary. Even if some banks may ignore such procedure at initiation (during blockade account opening for submission of capital advance), please note that sooner or later a Turkish Citizen ID or a Turkish ID number issued for foreigners will be required by the bank for allowing banking transactional authorities. Such Turkish ID number for foreigners is provided to foreigners only when they are provided a residence permit in Turkey with a term of six (6) month minimum prior to application.

The company can be active in any business even if it is not stated at its Articles of Association. Unless active in regulated areas where licensing is required (such as banking, telecommunication, energy etc.) the company can carry out any commercial or industrial activity.

Every Turkish LLC must have a registered office within Turkey.

Although there is no legal requirement (use of company title above the signature is sufficient) rubber company stamps are always used to signify the company name to be placed under the representing signatures once the signature circular is issued. Stamps are not issued officially and can be prepared by stationary offices in return of TRL 10.

The redomiciliation of companies to or from Turkey is permitted.

A Turkish LLC should at least have one director. One of the shareholders of the company shall become a director. A director can be either legal entity or individual. There are no residency requirements. However, for a limited liability company a resident director appointed with powers to represent and bind the company is required for practical reasons. This requirement is generally enforced by tax offices and local banks.

Corporate Secretary is not required.

According to new Turkish Commercial Code which is effected after 1st July, 2012, a limited liability company should have at least one shareholder. Shareholders can be non-resident companies or foreigner individuals. Foreign investors are permitted to own 100% of the company.

Liability of shareholders is limited with the capital commitment amount for commercial liabilities. However, the shareholders (subject to capital contribution ratio) and the management are also liable for amounts owed by the company to government authorities with their own assets for taxes, duties and charges that cannot be collected from the Company (such as taxes, administrative fines and social security premiums).

Shareholders are listed in online trade registry documents.

It is required to hold a shareholders general assembly meeting for closure of previous year's accounts once every year.

In Turkey beneficiaries’ details do appear on a public profile.

In August 2021 the Turkish Tax Authority introduced the obligation for legal entities registered in the country to file a declaration of ultimate beneficiaries (owners).

The new requirement for annual declaration of information on ultimate beneficial ownership is related to bringing the country's domestic legislation in line with international standards (OECD).

Corporate taxpayers and other organizations without legal status registered in Turkey as of August 1, 2021 are required to regularly submit information on their beneficiaries to the State Tax Administration.

The following information shall be filed:

• Taxpayer Identification Number in Turkey.
• The name of the beneficiary.
• Full name of the beneficiary's mother and father.
• Country of citizenship.
• Second citizenship.
• Nationality.
• Date and place of birth.
• Address of residence, zip code, email, contact phone number.
• Identity card number, country of issue.
• Company name.
• Reason for being considered a beneficiary (percentage share in the company, type of shareholder).
• Occupation information.

The minimum capital requirement for LTD companies is TRL 10 000. 25% of capital shall be paid into the company accounts (temporary accounts to be established before Chamber of Commerce filing for incorporation) at commencement (which can be freely used for expenses of the company following establishment) and the remaining could be paid in to the company in 24 months.

Shares with no par and bearer shares are not permitted.