Company Registration in Turkey - Business Starting & Setup

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Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
6 930 USD

6 930 USD

7 430 USD

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Core Services

— Incorporation

Price6 930 USD

including incorporation tax, state registry fee, including Compliance fee

— Annual government fees

PriceIncluded

Stamp Duty and Trade Registry incorporation fee

— Corporate legal services

Price2 000 USD

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price150 USD

DHL or TNT, at cost of a Courier Service

— Apostilled set of Statutory documents

Price500 USD

Basic set of documents

Business Activity Certificate

Extract from Trade Registry Gazette

Founders' Declaration

Resolution for Company Establishment

Director Signature Declaration

Compare Jurisdictions

    Nominee Director

    Paid-up “nominee director” set includes the following documents

    Compliance fee

    Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

    General information

    General info

    Turkey is a contiguous transcontinental country, located mostly on Anatolia in Western Asia, and on East Thrace in Southeastern Europe.

    Total area of Turkey is 783.562 sq. km. Population of Turkey is 86.154.997 (2021). Ethnic groups include Turks (70%), Kurds (18%), and others.

    The capital of Turkey is Ankara.

    The official language of Turkey is Turkish.

    The official currency is Turkish lira (TRY). 1 USD is equal to 15,77 TRY.

    The climate of Turkey is temperate; hot, dry summers with mild, wet winters; harsher in interior; avg. maximum temperature (July) +35°; avg. minimum temperature (January) +5°.

    Time difference with Moscow is - 0 hour.

    Literacy rate is 88,7%.

    Calling code of Turkey is +90.

    History

    Turkey has been inhabited since the Paleolithic, including various Ancient Anatolian civilizations and ancient Thracians. The remnants of Bronze Age civilizations such as the Hattians, provide examples of the lives of its citizens and their trade. After the fall of the Hittites, new states such as Phrygia and Lydia appeared on the western coast as Greek civilization began to flourish.

    The growing Persian kingdom eventually absorbed them. Following the Persian invasion, its expansionism brought it into conflict with the Greek monarch Alexander the Great who successfully expelled the Persians. Although he brought an end to the Persian Empire, his reign was short and his empire broke up on his death. Most of Anatolia eventually fell under the Seleucid Empire, the largest of Alexander's territories, but they were driven back by the Romans by 191 BC.

    In the 4th century, during the reign of Constantine the Great, at the east part of the Roman empire was established a new capital at Constantinople. Parting from the West empire, the Byzantine Empire succeeded it to flourish for almost a thousand years.

    Oghuz Turks began migrating into Anatolia in the context of the larger Turkic expansion, forming the Seljuq Empire in the 11th century AD. After the Seljuq victory over forces of the Byzantine Empire in 1071, the process was accelerated. The Seljuq dynasty controlled Turkey until the country was invaded by the Mongols. During the years when the country was under Mongol rule, some small Turkish states were born. One of these states was the Ottoman beylik which quickly controlled Western Anatolia and conquered much of Rumelia. After finally conquering Istanbul, the Ottoman state would become a large empire. Next, the Empire expanded to Eastern Anatolia, the Caucasus, the Middle East, Central Europe and North Africa. Although the Ottoman Empire's power and prestige peaked in the 16th century; it did not fully reach the technological advance in military capabilities of the Western powers in the 19th century.

    Following World War I in which Turkey was defeated, most of Anatolia and Eastern Thrace was occupied by the Allied powers. In order to resist the occupation, a cadre of young military officers formed a government in Ankara. The elected leader of the Ankara Government, Mustafa Kemal organized a successful war of independence against the Allied powers. After the liberation of Anatolia and East Thrace, the Republic of Turkey was established in 1923 with its capital at Ankara. In 1932 Turkey joined the League of Nations and in 1952 joined NATO.

    Government Type

    Turkey is a parliamentary representative democracy.

    The head of state is the President of the Republic. The president is elected for a 5-year term by direct elections. The president has a largely ceremonial role.

    Executive power is exercised by the Prime Minister and the Council of Ministers which make up the government. The prime minister is elected by the parliament through a vote of confidence in the government. Although the ministers do not have to be members of the parliament, ministers with parliament membership are common in Turkish politics.

    Legislative power is vested in the unicameral parliament, the Grand National Assembly of Turkey, which consists of 550 members, elected for a 4-year term by general direct voting and proportional representation. Minimum threshold for parties is 10%.

    Judiciary power includes Constitutional Court, Supreme Court, High Court of Appeals, Council of State, High Counting Chamber, High military court of appeal, High military administrative court; courts of second instance: Principal court of criminal offence of special importance, Principal court of ordinary criminal offence, Principal Civil Court; courts of first instance: Magistrate Court divided into criminal and civil courts.

    Economy

    Turkey has the world's 15th largest GDP by PPP and 17th largest nominal GDP. The country is among the founding members of the OECD and the G-20 major economies.

    Turkey has gradually opened up its markets through economic reforms by reducing government controls on foreign trade and investment and the privatization of publicly owned industries, and the liberalization of many sectors to private and foreign participation has continued amid political debate. The public debt to GDP ratio peaked at 75.9% during the recession of 2001, falling to an estimated 26.9% by 2013.

    Tourism in Turkey has experienced rapid growth in the last twenty years, and constitutes an important part of the economy. In 2012, 35.5 million foreign visitors arrived in Turkey, which ranked as the 6th most popular tourism destination in the world; they contributed USD 25.6 billion to Turkey's revenues.

    Turkey has a large automotive industry, which produced over a million motor vehicles in 2012, ranking as the 16th largest producer in the world. Turkish shipbuilding exports were worth US$1.2 billion in 2011. The major export markets are Malta, Marshall Islands, Panama and the United Kingdom.

    Turkish brands like Beko and Vestel are among the largest producers of consumer electronics and home appliances in Europe, and invest a substantial amount of funds for research and development in new technologies related to these fields.

    Other key sectors of the Turkish economy are banking, construction, home appliances, electronics, textiles, oil refining, petrochemical products, food, mining, iron and steel, and machine industry. In 2010, the agricultural sector accounted for 9% of GDP, while the industrial sector accounted for 26% and the services sector 65%. However, agriculture still accounted for a quarter of employment.

    The European Union – Turkey Customs Union, led to an extensive liberalization of tariff rates, and forms the pillar of Turkey's trade policy.

    Corporate information

    Legal System

    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.

    Types of Entity

    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.

    Incorporation

    Company Name

    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.

    Incorporation

    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.

    Tax Registration & Bank Account Opening

    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.

    Field of Activity

    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.

    Local Registered Office

    Every Turkish LLC must have a registered office within Turkey.

    Seal

    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.

    Redomicile

    The redomiciliation of companies to or from Turkey is permitted.

    Company structure

    Directors

    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.

    Secretary

    Corporate Secretary is not required.

    Shareholders

    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.

    Beneficiary

    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.

    Share Capital and Shares

    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.

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