COMMERCIAL AND CORPORATION LAW, Turkish Business Commercial Lawyers Istanbul Turkey

Q: What does a commercial law attorney do?

Commercial law attorneys , also known as business lawyers, are legal professionals who specialize in providing legal guidance and representation to businesses, corporations and other commercial entities. These attorneys play a crucial role in ensuring that businesses operate within the boundaries of the law, and that their legal rights and interests are protected. One of the main functions of a commercial law attorney is to provide legal advice and guidance to businesses on a range of legal issues. This may include matters related to contracts, intellectual property, employment law, real estate and taxation among others. Attorneys specialized in this field work closely with their clients to understand their unique legal needs and provide customized solutions that are tailored to their specific circumstances. Another important role of commercial law attorneys is to assist businesses with drafting, reviewing, and negotiating contracts. Contracts are an essential part of any business operation and a commercial law attorney can help ensure that these contracts are legally sound, clear and comprehensive. This can include drafting contracts for various purposes, such as employment agreements, vendor agreements, lease agreements and other types of agreements. Commercial law attorneys can also help businesses with mergers and acquisitions, which involves buying, selling or merging businesses. These attorneys can provide legal guidance on the various aspects of these transactions, such as due diligence, financing, securities law compliance and regulatory approvals to be obtained by businesses.

Commercial enterprises constitute the most significant institutions of business life. Dynamics such as determining the field of activity and the consumer segment addressed by the company, increasing profit margin by increasing personnel motivation, making investments for the brand, gaining legitimacy in the eyes of the society with marketing strategy, corporate development and management planning, corporate information management and transfer are the building blocks for creating and sustaining an identity. The large number and scope of these dynamics can bring growing companies to come face to face with many complex commercial disputes and legal problems.

Commercial law is a law system, aiming to allow commercial activity to meet the demands of the business community, Corporation and Commercial Law is a branch of law covering all trade related topics. Commercial and corporation law are quite comprehensive and often appears to be intertwined with many areas of law. Due to complex regulations and dynamism of the field, corporate lawyers are required to carry out many tasks such as due diligence, negotiate agreements with parties, take part actively in mergers and acquisitions, draft commercial contracts of any kind, hold company meetings, navigate provisions of a companies’ constitution, shareholders and directors’ rights. As such, it is necessary to propose case based, unique and strategic solutions to every matter or the dispute client is facing to be interpreted and solved within the scope of commercial law.

MESCI Law Firm, is a leading law firm in Turkey that provides legal consultancy and services regarding commercial and corporation law to local and foreign companies and groups, public and private companies, entrepreneurial start-ups, financial investors and foreign individuals and organizations that are willing to make an investment in Turkey. Our law firm in Turkey is armed with knowledge on fields of law related to and intertwined with corporation and commercial law such as the law of obligations, contractual law, intellectual and industrial property law, data protection law, immigration law, criminal law, real estate property law and tax law enabling us to solve any complex problem, bring strategic solutions and successfully interfere to the problems constituting risks. We know what your business needs.

Moreover, having clients all over the World, our law firm in Turkey has established many companies, liaison offices and branch offices in Turkey throughout the years. Our law firm in Turkey is also able to determine the type of company and organizational model suitable for the investment you are willing to make in Turkey by taking into account person, area of activity, resource and capital elements and follows up each stage of company establishment along with pre and after application and registration procedures.

COMPANY MERGERS AND ACQUISITIONS IN TURKEY

A merger is the combination of two separate firms in order to subsequently form a legal entity under the banner of the same corporate name. A merger occurs when two different legal entities combine their forces to create a joint organization in order to expand market share, gain entry into new markets, increase revenues, etc. In mergers, it is mentioned that two entities merge equally, form a new entity with a new trade title or with titles of the separate entities combined and management of the company is composed of employees from both companies. On the other hand an acquisition occurs when a financially stronger entity takes over a smaller entity, the smaller company continues its operations under the trade title of the larger company and the smaller company dissolves without liquidation. 6102 numbered Turkish Commercial Code, Article 137 specifies the conditions under which companies may be merged with others and the merger will be deemed valid. As per mentioned Article, stock companies can merge with stock companies and private companies can merge with stock companies on the condition that the private company is acquired and also private companies.

Merger process starts with the negotiations to be conducted by the management bodies of the companies that will participate in the merger. During the merger negotiations, the parties draw up a non-binding letter of intent (LOI) in which the stages of the legal transaction to be made and the objectives of the negotiations are determined. Besides, detailing the price and payment terms of the transactions, the letter of intent includes elements the terms of the sellers non-compete agreement, exclusivity provision, timeline for due diligence, description of the assets that will be purchased, etc. which is a roadmap both for the buyer and for the seller during due diligence. Since in a mergers and acquisitions, confidential information such as financial and commercial data needs to be shared with the other party, a non-disclosure agreement shall also be signed between parties. After determining the structure to be created with a letter of intent, the parties should draw up the latest annual balance sheet of the trade companies participating in the meeting. But Pursuant to Article 144 of the Turkish Commercial Code, if more than six months have passed between the latest annual balance sheet date and signing of the merger contract, or if there have been significant changes occurred in assets of companies participating the merger since the latest balance sheet has been prepared, preparation of an interim balance sheet shall be made by the companies. Apart from this, it shall also be noted that, as per Article 142 of the Turkish Commercial Code, in a merger by acquisition, the transferee is obliged to increase its capital to the level required to protect the rights of the shareholders of the assignee.

Contact US

Location

19 Mayis Mahallesi Inonu Caddesi Mercan Sokak No: 15/7 1st Floor Kadikoy Istanbul TURKEY

info@mescilaw.com

Phone

+ 90 553 909 1335

After the aforementioned stages, a merger contract shall be formed by the companies participating the merger, indicating structural elements such as the legal structure of the company, type of the company, rights and debts of the partners, formation manner of the company organs, type and content of the shares and partnership rights, the exchange rates of the company shares and the amount of capital increase. The merger contract, which is considered as the constitution of the merger, must be made in writing and have the minimum elements specified in the law. Article 146 of the Turkish Commercial Code indicates that the merger contract must be signed by the management of the companies participating in the merger, presented to their general assemblies for approval and approved by their general assemblies. The merger takes place right after the general assembly approves the merger contract. Pursuant to the Merger and Division Notification of the Capital Markets Board (II-23.2), if a significant change has occurred in the financial status of one of the companies participating the merger between the date the merger agreement is signed and the date it will be submitted for approval to the general assembly; the management body of the relevant company notifies this situation in writing to its own general assembly, the management body of other company participating the merger, and the Board in written. In this case, management bodies of the companies participating the merger will need to examine whether the merger agreement needs to be amended or the merger shall be relinquished.
Pursuant to Article 147 of the Turkish Commercial Code, the managing bodies of the companies participating in the merger prepare a report, individually or jointly in order to inform partners regarding terms and conditions of the merger. This report is called merger report in technical literature. While it is obligatory for a large-scale company to prepare a merger report, there is no such requirement for medium and small-sized companies, however if preparation of the merger report is relinquished in medium and small-sized companies, a document must be obtained from the partners confirming that they approve such a relinquishment. TCC Article 147 clearly indicates that medium and small-sized companies can indeed decide not to have the merger report prepared, if all shareholders approve. Merger report will be presented to shareholders of the company by the board of directors in the general assembly.

It should be noted that in accordance with the relevant legislations and regulations, some mergers may require permission or approval from a number of public institutions such as the Ministry of Customs and Trade, the Energy Market Regulatory Authority, the Radio and Television Supreme Council, the Competition Authority, the Capital Markets Board, the Banking Regulation and Supervision Authority, the Information and Communication Technologies Authority. Pursuant to Article 12 of 2010/4 numbered Notification, merger and acquisition transactions that are in the scope of the Notification shall be approved by the Competition Authority. On the other hand, pursuant to Article 126/2-d of Trade Registry Legislation, an audit determining whether if the capital of each of the companies participating to the merger is unreciprocated or not, value of the equities of each of the companies participating to the merger and fair value of the assignees’ assets registered in land, ship, intellectual and industrial property and similar registries by a certified public accountant (CPA) is crucial. Mentioned audit report prepared by a certified public accountant shall be presented to the Turkish Register of Commerce.

Each of the companies participating in the merger is required to submit the merger contract, merger report, audit report, year-end annual financial statements, annual reports and if necessary, interim balance sheets for the last three years for the inspection of the shareholders, holders of the profit-sharing certificate and bearers of securities issued by the company, stakeholders and other relevant people at their head offices and branches, or, for publicly held joint stock companies, at locations determined by the Capital Market Board, within 30 days prior to the general assembly resolution. With this provision, it is seen that is is aimed not only to inform the shareholders, but also to inform third parties outside of the company. It shall be noted that, in case of approval by all shareholders, medium and small-sized companies can decide not to use the right of inspection. In this case, document proving that right for inspection has been relinquished by all partners shall be submitted to the Trade Registry Office. In the event that the right for inspection is not relinquished, parties will be obliged to submit the trade registry gazette to the Trade Registry Directorate, in which the documents to be examined, where they are summoned and where they are kept ready for inspection, is published.

Following completion of the above stages, the approval of the merger decision by general assembly stage initiates. The merger contract is presented to the general assembly by the management body of each company participating to the merger and the approval takes place in the form of a general assembly resolution. Approval of the merger contract requires approval by three quarters of the votes present at the GA, provided that those votes present the majority of the basic or issued capital for Joint Stock Companies AND requires three-quarters of the votes of all shareholders, provided that they hold at least three-quarters of the shares representing the capital, for Limited Liability Companies. However, in case of capital companies merging in a simplified manner complying with the terms set forth in Article 155 of the TCC, it is not mandatory to submit the merger contract for the approval of the general assembly and in this case the management body can make the approval.
General assembly approval is only one of the merger stages and is not sufficient to make the merger legally valid. The merger becomes legally valid with the registration of the merger in the trade registry. Therefore, following the approval of the merger by the general assembly of both companies, management bodies of the companies should apply to the trade registry with required documents for registration of the merger. With registration, all assets and liabilities of the assignee are automatically transferred to the transferee and the shareholders of the acquiree company become the shareholders of the acquirer company.

It shall not be forgotten, legal transactions such as mergers and acquisitions, spin-offs, changes in structure and share transfer involve complex processes that require an expert approach, specialization in mergers and acquisitions in Turkey and therefore, these processes must be carried out gradually together with lawyers who are experts in Turkish corporate law. MESCI Law Firm acts as your law partner on your mergers and acquisition case in Turkey by preparing letter of intent and non-disclosure agreements, making legal due diligences about entities to be participated to mergers along with their partners, providing support on financial audits, forming and revising price offers, preparing merger contracts, preparing merger reports, taking part actively in negotiation, approval and signature phases, preparing share purchase agreements, preparing shareholder agreements, preparing closing agreements, dealing with capital increases, preparing balance sheets, dealing with approvals to be taken from public institutions, making relevant notifications for examination of the merger reports, preparing merger decisions and making relevant applications regarding registration of the mergers. As a full-service law firm, our merger and acquisition lawyers in Turkey advice on all aspects of the M&A transactions to investors, corporate clients and individuals shielding at every stage, their rights and interests.

RANGE OF SERVICES OUR LAW FIRM IN TURKEY PROVIDES AS CORPORATION LAWYERS IN TURKEY

Dealing with company divisions in Turkey, company mergers and acquisitions in Turkey, asset transfers, due diligences, share transfer transactions, processes related to obtaining administrative permits and approvals in Turkey and legal transactions regarding change of company type. Handling buying and selling of stocks and company assets.
Filing and following up unfair competition lawsuits before the civil courts claiming material and moral compensation and/or filing criminal complaints regarding the matter.
Setting up a business in Turkey, filing required applications regarding joint stock company formation in Turkey and limited liability company formation in Turkey, following up each stage of company establishment, preparing articles of association, providing consultancy on determining the fields of activity and NACE classes.
Providing brand protection strategy in accordance with 6769 numbered Industrial Property Code.
Handling amendments and registration of the companies’ AOA.
Holding company general assembly and board of directors meetings. Issuing GA and BOD resolutions for company establishments.
Establishing branch offices based in Turkey having its head office in a foreign company.
Handling legal proceedings on capital increase and reduction. Following up company annulment procedures.
Handling free zone company formation in Turkey.
Handling liaison office formation in Turkey.
Handling and following up company receivables through enforcement offices and/or commercial courts, debt collection.
Taking part actively in criminal cases filed against the company, defending partners in investigation and prosecution phases.
Making required applications regarding change of address of the company before the chamber of commerce, registering change of address.
Handling complex transactions regarding company liquidation.
Handling transactions and applications regarding appointment or resignation of the company director. Handling transactions and applications regarding partner and manager name/surname change. Preparing internal directive regarding limited authority, registering and handling announcement of the internal directive.
Drafting and preparing employment contracts, taking part actively in disputes arising from employment contracts. Termination of employment relationship.
Providing legal consultancy regarding consumer protection law, bringing strategic solutions to problems arising regarding consumer transactions and defending the client in any legal dispute related.
Providing legal consultancy to Companies regarding tax exemptions and obligations.
Drafting and reviewing commercial contracts such as purchase and sale contracts, distributorship contracts, commission contracts, franchise contracts, lease contracts, financial leasing contracts, license agreements, NDA agreements, profit sharing agreements, partnership agreements, real estate purchase and sale agreements filing lawsuits regarding disputes arising from commercial contracts.
Preparing unique terms of use, cookies policy, return and refund policy, retainer agreements, remote sales contracts, vendor agreements, membership agreement, preliminary information form and privacy policy for e-commerce companies.
Evaluation and determination of the liabilities to which the clients are subject within the scope of the KVKK (data protection code), harmonizing the existing data recording system with the KVKK, preparation and/or revision of the relevant contracts within the scope of the KVKK compliance process, registration and deregistration in the VERBIS registry, preparing confidentiality agreements, consent letters and security commitments and providing legal consultancy in this context.
Taking debt recovery actions regarding maritime disputes, handling transactions and cases regarding maritime transportation, obtaining decision regarding provisional seizure of the ship, provisional seizure of the cargo, obtaining preliminary injunction decision regarding ships, obtaining decision regarding arrest of ships, collecting receivables regarding fuel, collecting receivables regarding sea-mans, drafting and preparing lease contracts regarding yachts and ships, handling wet or dry including collisions, handling insurance disputes arising from marine pollution and personal injury, filing and handling lawsuits regarding recourse claims on behalf of insurers, dealing charterparty and bill of lading disputes, cargo claims and shipbuilding contract disputes, arrest of vessels, ship repair disputes, providing legal consultancy regarding memorandum of agreement for purchase and sale of vessels, ship and yacht construction, mortgage agreements, ship agent agreements, handling transactions regarding ship registrations and cancellations from the registry, handling transactions and cases regarding salvage award, handling disputes arising from laytime, demurrage and detention, handling transactions and cases regarding time-charter rentage, representing parties during closure phases of ship registration procedures.

WE ACT AS YOUR CORPORATION LAWYER IN TURKEY

It is mandatory for companies to be legally assisted by an experienced law firm in legal corporate matters. If you are in need of a corporation lawyer in Turkey, MESCI Law Firm will be pleased to assist you in nearly all sub areas of commercial and corporation law. Our corporation lawyers in Turkey are specialized in mergers and acquisitions, company establishments, business set ups and foreign investments to be made in Turkey. We are lawyers in Turkey that can provide you all the information on tax formalities and the legal analysis your company needs. Our law firm in Turkey has the expertise to find the cost-effective way to maintain and protect companies’ reputation and profits. Please don’t hesitate to contact us if you require further information on our legal services.

COMPANY FORMATION IN TURKEY

Turkish law system, divides types of companies into two; one being equity companies and the other being sole proprietorships. Our law system categorizes joint stock companies, limited liability companies and partnership limited by shares under equity companies and general partnership, limited partnership and ordinary partnership as sole proprietorships. Cooperative companies on the other hand, do not fall into the category of either a sole proprietorship or an equity company.

Foreign investors are generally in a tendency to prefer establishing limited liability companies in Turkey or establishing joint stock companies in Turkey. You can find detailed information on joint stock company formation in Turkey and limited liability company formation in Turkey, differences between joint stock companies and limited liability companies, the advantages of establishing a joint stock company, the advantages of establishing a limited liability company and documents required for company establishment under this Article.

We recommend our client candidates who will operate as a small business, to establish a limited liability company. Limited liability companies are way more easy and cheaper to establish, taking into consideration the joint stock company establishment. In addition, it is possible to establish limited liability companies with a capital of only 10.000 TL and to pay this capital amount within two years. On the other hand, start-up capital cannot be less than 50.000 Turkish Liras for joint stock companies. It is important also to note that not all legal entities can be established in joint stock company form such as banks and insurance companies. Nevertheless it is important to note that bearing in mind the field of activity you are willing to operate, different capital amounts can be determined by special laws.

You can rather consider the opportunity to start your commercial activities in Turkey in a much shorter period by establishing a branch office instead of establishing a company in Turkey. Most of our clients prefer branch office establishment rather establishing a limited liability company with foreign legal entity shareholder since branch office will be organically linked to the headquarters. The minimum capital amount required for limited liability company establishment or joint stock company establishment is not required for branch office formation in Turkey. On the other hand, if you are planning only to collect data about the sector you are willing to operate and get to know the market without engaging in any commercial activity yet, we recommend you to establish a liaison office in Turkey. Liaison offices are exempted from the obligation to withhold income tax on the salaries of the employees provided that the salaries are paid by the foreign parent company. Liaison offices are not subject to corporate tax and stamp duty.

We establish the following types of companies for our foreign investor clients who will set up a business in Turkey:

Liaison Office formation in Turkey
Branch Office formation in Turkey
Joint Stock formation Company in Turkey
Limited Liability Company formation in Turkey
Free Zone Company formation in Turkey
Ordinary Partnership formation in Turkey

MESCI Law Firm, acting with teams of corporate lawyers in Turkey and accountants specially appointed for your case are always prepared to assist you in company establishment procedures. Our team is not only specialized on LLC establishment in Turkey, joint stock company formation in Turkey, branch office formation in Turkey and company governance but also in post establishment procedures you will encounter. Besides, our law firm in Turkey has the knowledge and experience to assist your newly established company in any legal problem you might face in the business life. Our lawyers in Turkey will be a reliable source and familiar face to you in the world built with rapidly changing regulations.

JOINT STOCK COMPANY FORMATION IN TURKEY

Under this Article, we will briefly explain to our clients definition of joint stock companies, differences between a limited liability company and a joint stock company, advantages of establishing a joint stock company, procedures of establishing a joint stock company and required documents for J.S.C. establishment. According to Article 329 of Turkish Commercial Code, a joint stock company can briefly be defined as a type of company whose capital is definite and divided into shares, and which is liable for its debts only with its assets. Liability of shareholders for the debts of the company is limited to their participation in the share of capital and their liability is towards the company only, not towards third parties. The minimum capital amount is 50.000 Turkish Liras. For non-public joint stock companies accepting the registered capital system, initial capital shall be at least 100.000 Turkish Liras.

At this point, we find it useful to mention some differences between limited liability companies and joint stock companies. Before determining type of company you are willing to establish, the results conduced by the differences of these two companies have, shall be evaluated rather than advantages of these two company types will bring. It will be healthier and realistic to consider compliance of company type to your business plans. A limited liability company can be defined as a company established by one or more real person or legal entity under a certain trade name, with fixed capital. At this point, we find it useful to mention some differences between limited liability companies and joint stock companies. Limited liability companies are companies with a more closed structure than joint stock companies are. If you intend to operate in areas such as banking, insurance, financial leasing, the company you will establish must be in joint stock company structure. We recommend our client candidates who are willing to operate as a small business to prefer starting their business in limited liability company structure. If you are aiming for high sales and growth over time, however if you think that you will have difficulties in meeting the requirements of the joint stock company in terms of budget and cost, it will be beneficial to enter in the market through establishing a limited liability company.

BENEFITS OF JOINT STOCK COMPANY FORMATION IN TURKEY

Since joint stock companies have corporate structures, compared to sole proprietorships, they create a reliable image before the customers.
Liability for partnership debts of joint stock companies is incumbent on the partnership. Establishment of a joint stock company is advantageous since the risks taken by the partners due to their personal assets and the partnership debts are minimized. In addition to this, capital shares can change hands easily and quickly.
Joint stock companies can be established with minimum one shareholder. There is no limitation on the number of shareholders for joint stock companies, but if the number of shareholders exceeds 250, the company will be subject to the Capital Markets Law. Board of directors is the organ for the management and representation of the joint stock company as per Article 365 of Turkish Commercial Code. Unless otherwise stipulated in the articles of association or if the board of directors does not consist of a single person, the authority to represent belongs to the board of directors to be used with two signatures. Apart from this, the board of directors may be authorized to transfer the management, partially or completely to one or more members of the board of directors or to a third party, in accordance with a provision to be included to the articles of association and an internal directive to be issued. In other words, it is possible for joint stock companies to be established as a single partner and have a one-man board of directors. The only person mentioned can also be someone who is not a partner.
Minimum capital amount required for establishment of a corporation is only 50.000 Turkish Liras. On the other hand, for non-public corporations, accepting the registered capital system, the initial capital shall be at least 100.000 Turkish Liras. At least one quarter of the nominal value of the shares committed in cash must be paid before registration. The remaining amount shall be paid within 24 months following the establishment as per Article 344 of Turkish Commercial Code. Nominal value of each share shall be at least 1 piaster and it’s multiples. Cash payments must be deposited in a special account to be opened in the name of the company being established in a bank subject to the Banking Law No. 5411 dates 19.10.2005, in a way that only the company can use. During establishment, it shall be proved by a bank letter to be sent to the trade registry that the amount of the committed shares, which are stipulated in the law or in the AOA, and which are higher than the ones written in the law, have been paid. The bank pays this deposited amount only to the company upon submission of a letter obtained from the Chamber of Commerce, stating that the company has acquired legal personality.

HOW TO ESTABLISH A JOINT STOCK COMPANY IN TURKEY

It is beneficial to follow the legal procedures required for the establishment of a joint stock company with a certified accountant and a lawyer due to the fact that order of the transactions to be completed and the documents to be prepared are quite complex. If you are willing to establish a joint stock company in Istanbul, documents required for establishment are listed on web page of Istanbul Chamber of Commerce. Following completion of the aformentioned documents along with some other required documents stated in relevant codes, an online application must be made through the Central Registry Registration Sytem (MERSIS), an appointment must be made for the physical establishment. During the online application made through MERSIS, the system automatically creates the articles of association. The articles of association (AOA) can be signed by the shareholders at ITO during physical establishment (on appointment date) OR after online registration is complete, shareholders might chose to go to notary public and notify registration number so that 5-6 copies of the articles of association can be signed by shareholders and approved by a notary public.

Obligation of an articles of association to be prepared in written form and notarization of signatures of the shareholders are based on Article 339 of Turkish Commercial Code. The same article explains in detail which elements should be included to the articles of association. Preparation and notarization of signature statements and copy of identity cards of persons authorized to represent the company by the Notary Public is also required. Mentioned signature statements shall be presented to Istanbul Chamber of Commerce during establishment. Notarized copy of identity cards shall be presented to Tax Office after the establishment because statements shall be made before the Tax Office regarding starting dates of the employees.

Upon MERSİS application and obtaining aforementioned documents from Notary Public, a potential tax number shall be obtained for the company from relevant tax office. Then, a company bank account shall be opened in a bank by presenting potential tax number and documents obtained from Notary Public and by depositing at least 25% of the committed shares in cash to the said account and requesting from the bank to put blockage on the account. A letter stating that the account is blocked shall be received from the bank and mentioned letter shall be presented to Istanbul Chamber of Commerce during physical establishment (on appointment date). The blockage in the bank is resolved as a result of the completion of the company establishment procedures and can be withdrawn in cash by the company representative. Articles of association, signature statement of the representative/(s), chamber of commerce registration statement, company registration application form, capital blockage letter received from bank, founding partners information form are among the documents that must be presented to ITO during physical establishment. After the establishment, commercial books of the company together with the Certificate of Trade Registry must be received directly from ITO. Since the post-establishment stages will continue with the tax office, we find it useful to mention that an accountant shall be authorized through a Power of Attorney. Following preparation of the relevant documents indicated herein for the establishment of a corporation and MERSIS application, the establishment is generally being completed around 3-10 days. Within 10 days following the registration of the company, the Trade Registry Office announces the establishment of the relevant company in the Trade Registry Gazette.

Clients shall duly note that after the establishment, company shall be registered to VERBIS as per data protection regulations, tax registration certificate of the company shall be obtained and that officers appointed by the tax office will be present in the company for registered address examination within a short period of time following the company formation in Turkey.

Banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint stock companies, companies operating foreign exchange buffets, companies engaged in public retailing, agricultural products licensed warehousing companies, product specialized stock exchange companies, independent auditing companies, observing companies, technology development zone management companies, companies subject to the Capital Markets Law No. 6362, founder and operator companies of the free zone establishments are subject to the permission of the Ministry of Trade.

WHICH DOCUMENTS ARE REQUIRED FOR JOINT STOCK COMPANY FORMATION IN TURKEY

A search shall be made in order to detect whether if trade title is available and if there are similar trade titles or not through MERSİS.
Petition form and chamber registration declaration, declared by ITO shall be filled by our lawyers related to joint stock company establishment. These documents are physically presented to Istanbul Chamber of Commerce (ITO) during the physical establishment.
Establishment Notification Form declared by ITO shall be signed by representative of the company if shareholder is a foreigner or if he is a Turkish citizen living outside of Turkey. Mentioned establishment notification form shall be presented to ITO during physical establishment.
2 passport photo of each shareholder.
Passport copies of foreign national real person shareholders must be translated and notarized. For these persons, a potential tax number must also be obtained from the relevant tax office. If these people reside in Turkey, their residence permit must be notarized.
In addition to the shareholders, a potential tax number should also be obtained for the joint stock company to be established. The authorized tax office is the tax office of the place where the joint stock company to be established is located.
The Articles of Association of which the signatures of the founders have been certified shall be presented to ITO. All the elements a JSC articles of association shall contain is detailly stated in Article 339 of Turkish Commercial Code. The form and conditions of payment of capital and nominal value of each share must be indicated in the AOA. In case there is cash capital commitment, the capital clause should include the statement that the nominal values of the shares committed in cash will be paid within twenty-four months following the registration of the company. At least 25% of the nominal value of shares committed in cash shall be paid before the registration, and the rest shall be paid within 24 months following formation of the J.S.C. The articles of association of the company can be signed by shareholders before ITO during physical establishment. In this case, partners must be present at ITO on the appointment date. If the Articles of Association will be signed by a lawyer, partners are not obliged to be present during physical establishment. In such a case lawyer needs authorization of signing the AOA through Power of Attorney and mentioned Power of Attorney shall be presented during the appointment.
During physical establishment signature statements of the persons entitled to represent and bind the company -other than partners- shall be presented.
Four out of ten thousand of the committed capital must be deposited into the bank account of the competition authority. This amount is being taken by Istanbul Chamber of Commerce during establishment procedures.
A bank letter showing the name, surname / title of the partners of the JSC who deposited money into the bank account opened, indicating that the minimum amount specified in relevant law or the articles of association has been paid, as well as the amount deposited by each partner and the total deposited amount.
For companies whose establishment is subject to the approval or appropriate opinion of the Ministry or other official institutions, the letter providing the permission or appropriate opinion.
Written statements of non-shareholder board members providing the information that they accept this duty.
If a legal person is elected to the board of directors, notarized resolution of the authorized body of mentioned legal entity (GA or BOD) must be presented. If the legal entity is lovated in a foreign country, resolution must be approved and apostilled by Turkish Embassy, translated into Turkish by a sworn translator and translation must be certified by a notary public based in Turkey. A sample resolution is provided to our clients by our attorneys in Turkish/English. In order to prove undersigned real persons are legally authorized on behalf of the legal entity, signature circular of the legal entity must also be provided. If legal entity is elected to the board of directors, a potential tax number shall be obtained for mentioned legal entity and the tax number shall be stated in the articles of association. This legal entity must designate a Turkish or a foreigner real person to represent itself in legal matters. For the foreigner real person representing the legal entity it is necessary to obtain a potential tax number. His/her passport shall also be translated by a sworn translator and notarized by a notary public. During the establishment we are obliged to present his/her residence permit also. If the real person designated is a Turkish citizen, there is no need to obtain a potential tax number since his/her identity number will replace the tax number. We recommend obtaining a statement from these real persons providing the information that they accept this duty. Name and surname, address, nationality, ID and/or passport number, potential tax number shall be clearly indicated in the BOD / GA resolution.
4 passport photos of the real person representing the legal entity BOD member taken within the last 6 months.
If the member of the board of directors is a foreigner legal entity, documents containing the current registry records of the legal person (such as certificate of good standing, articles of association, trade registry and tax registration certificates) must be presented. These documents shall be apostilled by a Turkish Consulate, translated by a sworn translator and notarized in Turkey.
Lease contract or title deed record providing address information of the JSC to be established.
Apostilled Power of Attorney authorizing our lawyers for company establishment. Draft form is being provided to our clients by our attorneys. POA will be translated by a sworn translator and then translation will be notarized by a notary public in Turkey.

LIMITED LIABILITY COMPANY FORMATION IN TURKEY

Under this Article, we will briefly try to explain to our clients definition of limited liability companies, differences between a limited liability company and a joint stock company, advantages of establishing a limited liability company, particularly procedures of establishing a limited liability company with foreigner legal entity or real person partners and documents required for the establishment of a limited liability company. A limited liability company can be defined as a company established by one or more real person or legal entity under a certain trade name, with fixed capital. At this point, we find it useful to mention some differences between limited liability companies and joint stock companies. Before determining type of company you are willing to establish, the results conduced by the differences of these two companies have, shall be evaluated rather than advantages of these two company types will bring. It will be healthier and realistic to consider compliance of company type to your business plans. According to Article 329 of Turkish Commercial Code, a joint stock company can briefly be defined as a type of company whose capital is determined and divided into shares, and which is liable for its debts only with its assets. Limited liability companies are companies with a more closed structure than joint stock companies are. If you intend to operate in areas such as banking, insurance, financial leasing, the company you will establish must be in joint stock company structure. We recommend our client candidates who are willing to operate as a small business to prefer starting their business in limited liability company structure. If you are aiming for high sales and growth over time, however if you think that you will have difficulties in meeting the requirements of the joint stock company in terms of budget and cost, it will be beneficial to enter in the market through establishing a limited liability company.

BENEFITS OF LIMITED LIABILITY COMPANY FORMATION

Since limited liability companies have corporate structures, compared to sole proprietorships, they create a reliable image before the customers. Limited liability companies are the most preferred type of companies to be established in Turkey.
Limited liability companies can be established with minimum 1 and maximum 50 real person and/or legal entity partner(s). One partner is sufficient for establishment of a limited liability company but if there are more than one partners, at least one of them shall be appointed as the manager of the company. If LLC is established with only one partner then mentioned partner shall be appointed as the manager. According to Article 623 of Turkish Commercial Code, at least one shareholder must be appointed as a manager of the LLC with the authority designated to manage and represent the LLC. Where the company elects to have more than one manager, one must also be one of the shareholders but others may not be shareholders.
It is possible to establish an LLC with 10.000 TL of capital and to pay the total capital amount within 24 months. And obligation to pay ¼ of the capital during establishment is revoked. In limited liability companies the capital is divided into parts not shares. And the capital to be brought by the partners must be at least 25 TL or it’s multiples.

HOW TO ESTABLISH A LIMITED LIABILITY COMPANY IN TURKEY

It is beneficial to follow the legal procedures required for the establishment of a limited liability company with a certified accountant and a lawyer due to the fact that order of the transactions to be completed and the documents to be prepared are quite complex. If you are willing to establish a limited liability company in Istanbul, documents required for establishment are listed on web page of Istanbul Chamber of Commerce. Following completion of the aformentioned documents along with some other required documents stated in relevant codes, an online application must be made through the Central Registry Registration Sytem (MERSIS), an appointment must be made for the physical establishment and the partner(s) shall be present for signature at the relevant unit of the ITO at the specified date and time, together with the lawyer authorized for the establishment. Following the establishment, we find it useful to mention that a signature circular shall be issued through a notary public in Istanbul after the corporate books are received from ITO, a company bank account shall be opened in one of the state banks, and a Power of Attorney shall be issued in a notary public for authorization of a certified accountantso that steps regarding tax office can be completed. Limited liability companies can be established within 3 to 10 days following the preparation of the relevant documents and application made to MERSIS.

DOCUMENTS REQURED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY

Foreign investments can enter freely in Turkey unless otherwise stipulated by international agreements and legal provisions of Turkish Law. Since the foreign investor and Turkish investor are determined as equals in our law system, it is possible for foreign real persons/legal entities to establish an LLC in Turkey with only one partner. Documents required for the establishment of a limited liability company vary depending on whether the partner is a legal entity or a real person.

DOCUMENTS REQUIRED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY WITH FOREIGNER LEGAL ENTITY SHAREHOLDERS:

Articles of Association shall be prepared by our attorneys. In order for preparing the AOA, we need full trade name and address of the company to be established, areas of activity, if possible NACE codes of the company, the capital amount and shares of partners, name, surname, title, origin, address and citizenship information of partners shall be provided to our attorneys.
A search shall be made in order to detect whether if trade title is available and if there are similar trade titles or not through MERSİS.
Potential tax number shall be obtained by our attorneys from Tax Office both for the partner and for the LLC to be established.
We shall be authorized by the partner/(s) for company establishment. Draft POA is being provided to our clients by our attorneys.
Trade registry certificate in the country of origin of the foreign legal entity partner and the certificate of good standing proving that the foreign legal entity is active shall be presented to Istanbul Chamber of Commerce.
Articles of association (AOI) of the foreign legal entity shall be presented to Istanbul Chamber of Commerce.
Apostilled tax registration document or card proving tax records of the foreigner legal entity in the country of origin.
Signature circular proving authorized signatories of the foreign legal entity partner.
Petition form, establishment notification form and chamber registration declaration declared by ITO shall be filled by our lawyers related to limited liability company establishment. These documents are physically presented to Istanbul Chamber of Commerce (ITO) during the physical establishment.
2 passport photos of the real person that will be authorized as representative of the manager.
If representative is a foreigner, her notarized passport copy shall be presented during establishment.
If real person acting on behalf of the legal entity partner is a foreigner, said person must sign a declaration of acceptance. If she/he is a foreign national, our attorneys shall also obtain a potential tax number for her/him. If she is a Turkish citizen, her/his Turkish identity number will take place also as the tax number.
If real person acting on behalf of the legal entity partner is a foreigner, during establishment her/his residence permit shall also be presented during establishment.
Establishment notification form must be signed by the representative and shall be presented during physical establishment to ITO.
Decision of the authorized body regarding LLC establishment in Turkey by the legal partner residing in abroad (GA or BOD Resolution) shall be presented during establishment. The resolution shall also include an article stating a real person was appointed as representative of the legal entity manager. In mentioned article, nationality, ID or passport number, full name surname and address information along with her potential tax number we will obtain in Turkey shall also be indicated.
Four out of ten thousand of the committed capital must be deposited into the bank account of the competition authority. This amount is being taken by Istanbul Chamber of Commerce during establishment procedures.
Land registry or lease contract showing the address information where the company will be established.

Some of the documents stated above, to be handed over to us shall be apostilled by a Turkish consulate, translated by a Turkish certified translator and notarized by a Notary Public in Turkey.

DOCUMENTS REQUIRED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY WITH REAL PERSON SHAREHOLDERS:

Articles of Association shall be prepared by our attorneys. In order for preparing the AOA, we need full trade name and address of the company to be established, areas of activity, if possible NACE codes of the company, the capital amount and shares of partners, name, surname, title, origin, address and citizenship information of partners shall be provided to our attorneys.
A search shall be made in order to detect whether if trade title is available and if there are similar trade titles or not through MERSİS.
Land registry or lease contract showing the address information where the company will be established.
2 passport photos of the real person shareholder.
Potential tax number shall be obtained by our attorneys from Tax Office both for the partner and for the LLC to be established.
Translated and notarized passport copy and residence permit of the real person shareholder of the LLC shall be presented during establishment, if this person is a foreigner. If mentioned person is a Turkish citizen, Turkish identity card will take place as tax number.
We shall be authorized by the partner/(s) for company establishment. Draft POA is being provided to our clients by our attorneys.

Some of the documents stated above, to be handed over to us shall be apostilled by a Turkish consulate, translated by a Turkish certified translator and notarized by a Notary Public in Turkey.

DIFFERENCES BETWEEN LIMITED LIABILITY COMPANIES AND JOINT STOCK COMPANIES

Limited liability companies can be established maximum with 50 partners while there is no limit on the shareholder number of joint stock companies. However at this point, it is important to mention that joint stock companies with more than 250 shareholders are subject to Capital Markets Law.
In case if capital of a joint stock company is 250.000 TL or more, the company is obliged to employ an in-house lawyer. Such an obligation does not exist for limited liability companies.
Public offering is only possible for joint stock companies.
Limited liability companies cannot issue corporate bonds while joint stock companies can.
Limited liability companies can be established minimum with 10.000 TL capital while joint stock companies can be established minimum with 50.000 TL capital.
In limited liability companies, management of the company is carried out by the manager or the board of managers. In joint stock companies on the other hand, management task belongs to the board of directors.
Another important difference we would like to emphasize gathers on the point of liabilities of partners from company debts. Since limited liability company is formed based on a capital partnership, partners do not have any responsibility for the debts of the partnership (for more information please see Article 573/2 of the Turkish Commercial Code). In other words, limited liability company partners have no liability to creditors, except for public debts. Partners of limited liability companies are only obliged to pay the share of capital they engaged to pay, fulfill their additional payment and subsidiary liabilities regulated under the deed of partnership. In joint stock companies, shareholders are not responsible for public receivables. Liability for partnership debts in joint stock companies resides with the partnership. Shareholders have no liability towards partnership creditors. However, it should be emphasized at this point that in joint stock companies, liability for public debts that cannot be collected from the partnership is on managers. In other words, members of the board of directors who are legally authorized to represent the company are responsible for public receivables that cannot be collected from joint stock company assets, with their personal assets.
In limited liability company, shares can be transferred by a resolution taken by the shareholders assembly, agreement shall be approved by notary public and transfer shall also be registered to trade registry and recorded to the stock ledger. In joint stock companies, share transfer can be made through signing of an assignment agreement or, unless otherwise is stated in the articles of association, through transfer of stock certificates; approval of share transfer or registering it before the trade registry is not obligatory.
In limited liability companies, the articles of association may provide causes for withdrawal or expulsion of the general assembly. If there is no provision regarding expulsion of a partner in the articles of association or if a rightful reason arises for expulsion of a partner which is not specified in the articles of association, expulsion can be demanded only from the court in limited liability companies. On the other hand, shareholders of a joint stock company cannot be expelled from the company by court order. Shareholder possessing the minority shares can demand dissolution of the company from the court in case of justifiable reasons. In such a case, instead of dissolution of the company, payment of the subject share price to the plaintiff and withdrawal of the shareholder from the company can be decided by the court. If, one of the partners is not able to fulfill his obligation to pay his capital share, extinguishment of unpaid capital share through squeeze out procedure will be possible also.
In joint stock companies, capital increase can be made by the decision of the board of directors. On the other hand, in limited liability companies, capital increase can be made provided that 2/3 majority is obtained in the general assembly.

WHAT IS MERCHANT?

According to Article 12 of Turkish Commercial Code (TCC), the person who operates a commercial enterprise in his name, even partially, is called a Merchant. As per the definition stated in Turkish Commercial Code, it is understood that in order to gain the title of a Merchant, a commercial enterprise must exist and this commercial enterprise must be operated on behalf of a certain person, even if the act of operation is being performed partially. With the existence of these two conditions, the person defined in the Article acquires the title of Merchant. The Merchant can be a real person or a legal entity. Pursuant to Article 16 of TCC, commercial companies; foundations, associations that operate a commercial enterprise to achieve its purpose; institutions and organizatins established by public legal entities in order to be managed in accordance with the provisions of private law or to be operated commercially in accordance with their own founding laws constitute legal entity merchant.

It shall not be forgotten that in some cases, even if the business has not physically started to be operated, related person is considered as a merchant. As per Article 12/2 of the Turkish Commercial Code, a person who has established registered his commercial enterprise before the trade registry and so legally published his commercial enterprise to the community or declared that he established and opened a commercial enterprise by means of circulars, newspapers, radio, television and/or through other announcements is considered a merchant. On the other hand, another term regulated under subparagraph 3 of the same article, entails related person not to be considered as a merchant but to be liable as a merchant. Pursuant to the aforementioned provision, even if a commercial enterprise doesn’t exist, the person who acts as if he has opened a commercial enterprise is liable with his actions to third parties in good faith, as if he was a merchant. Since these persons are not considered to be merchants, they cannot benefit from the advantages and rights of being a merchant however they are subject to the obligations imposed on the merchants.

RIGHTS AND LIABILITIES OF A MERCHANT AS PER TURKISH COMMERCIAL CODE

The general terms and conditions of being a Merchant are regulated under Articles 18-23 of the Turkish Commercial Code. These provisions and conditions will be written below. The reason why we have included these terms and conditions under our branch office establishment article is because every trader shall know his rights and obligations regulated under Turkish law.

Being subject to bankruptcy (According to Article 18 of the TCC, merchants are subject to bankruptcy due to all kinds of debts occured. It is possible to request bankrupty not only for the commercial debts of the merchant, but also for their debts that do not concern the commercial enterprise.),
Registering the commercial enterprise to the trade registry (As per Article 40 of TCC, each merchant is obliged to register and announce his business enterprise and the trade name he has chosen to the trade registry of the area where the business center is located, within 15 days starting from the dat the business enterprise was established),
Registration to the Chambers/Associations (According to Article 6 of the Law numbered 5174, merchants registered in the trade registry, real persons and legal entities holding the title of industrialists and maritime traders, as well as their branches and factories are obliged to be registered with the chamber where they are located.),
Choosing and using a trade name (As per Article 18 of the TCC, merchant is obliged to choose and use a trade name in accordance with the provisions of the law. This trade name must also be registered to the trade registry thus announced. Merchants are obliged to sign the documents related to their business transactions with their trade title.),
Commercial bookkeeping (As per Article 18 of the TCC, merchants are obliged to keep commercial books in accordance with the procedure specified in Law.),
To act in their business operations as a prudent merchant,
Requesting fees and interest (According to Article 20 of the TCC, if the Merchant has provided a work or service related to his commercial enterprise, he may request a proper fee in return for these, and he is also entitled to interest from the date of payment for the advances he has given and the expenses he suffered.),
To be prevented to ask for a reduction in wages and penalties (Every merchant is obliged to weigh up the legal relationship he will enter in advance. This is the result of being a prudent merchant. Pursuant to Article 20 of the TCC, the debtor holding the title merchant is subject to articles 121/2, 182/3 and 525 of the Turkish Code of Obligations and cannot ask the court to reduce the fee or penalty with the allegation that it is excessive in the cases specified in the articles.),
Issuing invoice for the services he offered as per Article 20/1 of the TCC (According to Article 20/2 of the TCC, if the person receiving an invoice doesn’t object to its contents within 8 (eight) days from the date of safe receipt, she is deemed to have accepted the contents of the invoice.),
Making notifications and warnings with the formal procedure regulated under Law (As per Article 18/3 of the TCC, warnings and notices issued in order to push the other party in default, termination of the contract or withdrawing from the contract regarding transactions between commercial enterprises shall be sent through notary public, registered mail, telegram or through e-mail by using secured electronic signature.),
To push or to be pushed in default without the need for a warning in written form for the condition stated under Article 1530/2.
Being subject to special provisions in sales and exchange of goods as per TCC Article 23.

COMMERCIAL ENTERPRISE, AGENCY AND BRANCH OFFICE

According to Article 11 of the Turkish Commercial Code, a commercial enterprise is an enterprise in which activities are carried out continuously and independently, aiming to generate income exceeding the limit set for tradesman. Monetary limit defining the entity being the commercial enterprise or the tradesman enterprise is indicated in the decree to be issued by the Council of Ministers.

Based on a contract, the activities carried out by entities (agents) who take the profession of intermediating in contracts concerning a commercial enterprise in a certain place or region on a permanent basis or making them on behalf of that merchant are considered to be merchants, since their activities are independent. As per Article 105/2 of the TCC, an agency may sue on behalf of his client due to disputes arising from the agreements he has made or mediated, or he may also be sued in the same way. In doctrine the phrase ‘the agency filing the lawsuit as representative of his client’ is being used for the cases that agency is filing a lawsuit on behalf of his client and the phrase ‘lawsuit filed against the client who is represented by the agency’ for the cases when a lawsuit is filed against the agency as representative. In other words, the agency may be in the position of the plaintiff or the defendant in relation to his client, in disputes arising from contracts that he mediated or made on behalf of her client.

On the other hand, since a branch office does not operate independently and is subordinate to the head office, it cannot be considered a separate commercial enterprise; profit and loss of the branch belongs to the head office; the owner of the rights and debts assumed through the branch is the head office, not the branch. Although the branch is dependent to the head office, they act independently from the head office in their external relations. It is accepted in the doctrine that the branch has the authority to carry out certain transactions, such as the transactions carried out by the head office, in a way that will result in favor of third parties, and that they -branch offices- have active and passive litigation capacity due to related transactions made by them. The independence of the branches in foreign relations is limited to the authority given to them by the headquarters of course. At this point, we find it useful to emphasize that in disputes arising from legal transactions to which the branch is a party, the capacity of the party should be determined according to whether the branch carried out the disputed transaction on its own behalf or on behalf of the head office.

As per Article 118 of the Trade Registry Regulation, the branch is defined as the places and sales stores where industrial or commercial activities are carried out on its own, regardless of whether if it has an independent capital or accounting or not, whether it is within the registry area where its head office is located or in another registry area. As per our Turkish Commercial Code, every commercial enterprise must have a head office. In this respect, if there are more than one commercial enterprise belonging to the same person, each of them must have a separate center. Center of the commercial enterprise refers to the place where the administrative, legal and commercial activities of the enterprise are gathered and carried out in our law system. On the other hand, the headquarters of the commercial enterprise may be in a place other than the location of the technical activities of the enterprise such as factories. As the scope of their activities increases, commercial enterprises operating in Turkey or outside of Turkey may prefer to manage these activities from the relevant locality, through semi-independent branches they will establish, instead of managing their business from the headquarters.

Contact US

Location

19 Mayis Mahallesi Inonu Caddesi Mercan Sokak No: 15/7 1st Floor Kadikoy Istanbul TURKEY

info@mescilaw.com

Phone

+ 90 553 909 1335

IMPORTANT FOR CLIENTS AND CLIENT CANDIDATES TO NOTE THAT:

The fields of activity of the branch and the headquarters shall be the same,
The place where the branch is located separately from the center should be registered with the chamber of commerce and industry the branch is based in and that relevant revenues shall be paid by the branch,
Accounting of the branch office shall be separate from the headquarters,
Commercial books shall be kept separately by the branch,
The trade name shall be used by adding a branch attachment to the trade title of the headquarter and shall be registered in the trade registry where the branch is located and announced through this manner.

In the Article 40 of the 6102 numbered Turkish Commercial Code, it is seen that there is a dual distinction made for the branches indicating two types of branch offices one having headquarters in Turkey and the other having headquarters in foreign countries. Due to the complex application procedure, only required documents and registration procedure related to establishment of the branch offices having their headquarters outside of Turkey will be mentioned here. Information regarding establishment of branches having their headquarters in Turkey can be accessed through the website of the Istanbul Chamber of Commerce. Required information and documents cary depending on whether the center based in Turkey is in joint stock company or limited liability company structure.

DOCUMENTS REQUIRED FOR BRANCH OFFICE FORMATION IN TURKEY HAVING THEIR HEADQUARTERS OUTSIDE OF TURKEY

In order for a foreign company to open a branch in Turkey, the capital of the company must be divided into shares. If the capital of the company is not divided into shares, it is necessary to amend the articles of association.
Power of Attorney. The draft power of attorney, which includes the Powers requested by ITO, is sent to our clients before the establishment procedures. The POA must be given by the foreign company and it shall be apostilled by the relevant Turkish Consulate.
Petition form, establishment notification form and chamber registration declaration declared by ITO shall be filled by our lawyers related to branch office establishment. These documents are physically presented to Istanbul Chamber of Commerce (ITO) during the physical establishment.
The decision (generally a Board of Directors resolution) of the authorized body of the headquarter on opening a branch and appointing a fully authorized representative residing in Turkey to the branch shall be presented. A sample is being provided to our clients by our attorneys. We would like to draw your kind attention to the fact that the trade title, address and potential tax number of the branch office; potential tax number obtained for the headquarter; identity, address and contact information of the representative must be stated correctly in the content of the decision. The address stated in the resolution shall match the address information we enter to MERSIS. The resolution shall contain the information related to branch capital. If additional capital is allocated to the branch office, the capital should be shown in TL in the resolution.
A signature circular containing the identity, address and signature information of those who signed the decision of the authorized body should be presented to ITO.
If the person or persons who will represent the branch in Turkey and/or that these persons are fully authorized to represent in all matters are not indicated in the resolution, the Power of Attorney(s) provided for them must be presented to ITO.
APPROVAL LETTER FROM THE FOREIGN AUTHORITY. Documents required for the registration of a branch in the relevant foreign country must also be submitted to ITO. For this, it is necessary to receive a letter from the competent authority of the country where headquarter is located, stating that a branch can be established in or outside of mentioned country. In such an approval letter, list of required documents for a fictitious branch office establishment shall be listed. And the information indicating that the headquarter is able to and has also provide these required documents shall be stated in the same letter.
122/A document we will provide to clients shall be filled and signed by the branch office representative.
Documents showing the tax identity and trade registry information of the headquarter and abstract of record must be presented.
Statement providing the informations required by ITO regarding both the headquarter and the branch office shall be presented to the Chamber of Commerce. We provide the sample form to our clients.
If the person or persons who will represent the branch are foreign nationals, notarized copies of passports must be presented. For these persons, a potential tax number must also be obtained. As mentioned above, passport number, address, contact information, potential tax number and identity number of the foreigner representative shall be indicated in the resolution. If the person representing the branch is a Turkish citizen, Turkish identity number will replace the tac identification number.
Signature declaration of the representative issued in accordance with Article 40 of Turkish Commercial Code must be presented during physical establishment. If the representative will not present during physical establishment meeting, he shall also present a declaration of acceptance indicating he is accepting the authorizations provided with the resolution.
Potential tax numbers must be obtained fort he headquarter and fort he branch. Documents provided to us by the tax office must be presented during the establishment.
Lease contract or title deed showing the branch address shall be presented to our team.
For branches whose establishment is subject to a permission or approval of the ministry or other official institutions, this permission or a letter of approval must be obtained. This permission is not required for every branch office establishment so it is important to get the opinion of the Chamber of Commerce by stating area of activity of the headquarter.
Documents stated above that are issued in foreign language shall be translated and notarized in Turkey. All legal documents shall be sent to our team in apostilled form and apostille shall be sealed by the relevant Turkish Consulate General.

Registration application is made by our lawyers electronically through MERSIS system, and then without an appointment, our lawyers go to Chamber of Commerce for the physical establishment. Approval and registration of the branch will only take 1 day. It is worth noting that after the establishment of the branch, the signature circular of the branch office must be issued, a Power of Attorney must be provided to an independent accountant and a bank account must be opened for the branch office.

There is no legal requirement for capital allocation for branch office. Mother company can take a resolution providing that capital of the branch office will be covered from mother companies’ capital. If allocation of a seperate capital for the branch office is desired, again, a resolution shall be taken by the mother company. Capital that will be brought is not considered as profit thus cannot be subject to any tax. In other words, you can transfer to your branch office the amount stated in the resolution as capital without problem. However we should mention here, any amount that will be transferred to the branch office after establishment and exceeding the amount stated as capital shall be recorded to the capital advance account. Mentioned amount shall be registered as capital in 1 year following it’s transfer to the foreign exchange deposit account according to 2 numbered Announcement issued regarding 95/6690 numbered Foreign Capital Framework Decree, Article 6.

REACH US FOR A QUICK COMPANY FORMATION IN TURKEY AND BENEFIT FROM OUR POCKET SERVICES

Commercial Contract Lawyer Turkey

A commercial contract lawyer turkey is a legal professional who specializes in drafting, negotiating, and reviewing various types of commercial contracts as per Turkish law and regulations. These contracts may include agreements related to the sale and purchase of goods, services, intellectual and industrial property rights, or real estate for example. They may also involve contracts related to employment, licensing, distribution, and other commercial transactions. MESCI Law Firm, a globally recognized law firm legally serving many individual and legal entity merchants from different sectors, highlights the importance of having a strategic and commercial approach when dealing with contracts. According to the firm, commercial contracts are not just legal documents, but they also serve as a tool for businesses to achieve their strategic goals in the market. Therefore, a commercial contract lawyer turkey must not only have a sound legal knowledge but also an understanding of the commercial objectives of their clients. MESCI Law Firm, also emphasizes the role of a commercial contract lawyer turkey in protecting the interests of their clients. The firm states that a commercial contract lawyer can help clients in mitigating risks, resolving disputes and ensuring compliance with legal regulations. Overall, a commercial contract lawyer turkey plays a critical role in ensuring that businesses can operate effectively by creating and enforcing legally binding agreements. As a commercial contract lawyer turkey, each lawyer of our firm specialized in different areas of law can help their clients in negotiating favorable terms, identifying potential risks and finding practical solutions to complex legal issues. Some of the key responsibilities of a commercial contract lawyer may include drafting and reviewing contracts in order to ensure these contracts accurately reflect the terms agreed upon by both parties, negotiating contract terms in order to ensure that their clients get the best possible terms in their contracts, managing risk and well versing each term in order to provide practical solutions to mitigate the potential risks and finally resolving disputes by advising the client on the best course of action.

Corporate Lawyer Turkey

A corporate lawyer turkey is a legal professional who specializes in corporate law and provides legal advice to businesses on various matters related to corporate transactions, mergers and acquisitions, securities law, and corporate compliance based on Turkish law and regulations. The role of a corporate lawyer is critical to ensuring that businesses can navigate the complex legal landscape and achieve their strategic objectives while complying with all the relevant laws and regulations. Mesci Law Firm, is well-positioned to provide valuable legal advice and support to businesses operating in Turkey and the wider region. The firms’ team of lawyers has a deep understanding of Turkish corporate law and can provide clients with expert advice on matters such as corporate governance, mergers and acquisitions and securities law. One of the key strengths of our law firm is our experience in advising both domestic and international clients on various matters related to commercial and corporate law. The firm is known to be working together with teams of certified public accountants in order to protect their clients in every way. The firm has a strong track record of successfully advising clients on complex transactions, including mergers and acquisitions, joint ventures and other corporate restructurings. Our firm as a corporate lawyer turkey has a reputation of providing practical and commercial legal advice to clients. Our team understands the importance of providing tailored advice that is aligned with our clients’ business objectives. We work closely with clients and learn more about the sector they are in to ensure that their legal needs are fully met.

Commercial Law in Turkey

Commercial law in Turkey is a complex and ever-evolving field, with a wide range of legal issues and challenges that businesses operating in the country must navigate. From contract negotiation and drafting to dispute resolution and compliance with regulations, Turkish commercial law plays a critical role in the success of businesses in Turkey. To ensure that businesses are able to operate effectively and legally, it is important to seek the guidance of experienced and knowledgeable commercial law attorneys in Turkey. An important area of expertise for commercial law attorneys in Turkey is dispute resolution. When disputes arise between businesses, it is important to have a lawyer who can help resolve the dispute quickly and efficiently. Commercial law attorneys can provide guidance on a wide range of dispute resolution mechanisms, including negotiation, mediation and arbitration. By legally assisting clients navigate these complex legal processes, lawyers specialized on commercial law in Turkey can help them reach a favorable outcome and protect their business interests. Our law firm has a long record of excellence on dispute resolution. Our law firm has a deep understanding of the Turkish legal system and is experienced in navigating the complex legal processes involved in resolving disputes between businesses. Whether through negotiation, mediation or litigations, commercial law attorneys at Mesci Law Firm are committed to legally helping their clients to achieve a favorable outcome and protect their business interests. Our firm has trial lawyers in Istanbul experienced in different types of commercial disputes.

Corporate Lawyer Istanbul

When establishing a company in Turkey or starting a business in Turkey, it is essential to seek the guidance of a qualified and experienced corporate lawyer Istanbul who is specialized also on company establishment. Mesci Law Firm as a corporate lawyer Istanbul specialize in advising clients on the legal and regulatory requirements for establishing a business in Turkey, and can legally help to ensure that all necessary steps are taken to ensure compliance with applicable laws and regulations. One of the key areas of expertise of our law firm is company formation. This involves the process of establishing a new company and registering it with the relevant authorities. Company formation can be a complex and time-consuming process, requiring knowledge of the legal requirements and procedures involved. Our corporate lawyer Istanbul can assist clients with all aspects of company formation, including drafting the necessary documents, registering with the tax authorities, and obtaining necessary permits and licenses. Our law firm in Turkey is experienced in company structuring. This involves determining the appropriate legal structure for a new company, such as whether to establish a joint venture or limited liability company, or a branch office. Mesci Law Firm as your corporate lawyer Istanbul can provide you guidance on the advantages and disadvantages of each structure and help clients select the one that is best suited to their needs. In addition our lawyers can also provide assistance post establishment with a wide range of other legal and regulatory matters related to starting a new business. This includes adivising on labor and employment issues, intellectual and industrial property protection and compliance with tax and other regulatory requirements.

Istanbul Business Lawyer

Setting up a business in Turkey can be a complex process, with a wide range of legal issues and requirements that must be addressed. From obtaining the necessary permits and licenses to registering the business and complying with local regulations, there are many steps that must be taken to ensure that the business is set up legally and effectively. Working with an experienced lawyer who is familiar with the legal landscape in Turkey can be a valuable asset for businesses looking to establish a presence in the country for commercial purposes. Mesci Law Firm is a leading law firm in Turkey that specializes in international and foreign investment law. The firm has extensive experience working with foreign investors and businesses looking to establish a presence in Turkey and can provide a wide range of legal services to help these businesses navigate the complex legal landscape. One of the key services our Istanbul business lawyer is assistance with obtaining the necessary permits and licenses to establish a business in Turkey. The firm has a deep understanding of the various permits and licenses required for different types of businesses, and can help businesses obtain these permits and licenses in a timely and efficient manner. Our firm is experienced with registering companies in Turkey. The firm can help businesses navigate the registration process and ensure that all necessary documentation is filed correctly and on time. In addition, our Istanbul business lawyer can also provide guidance on company governance and compliance with local regulations and laws. The firm has a deep understanding of the various regulations and laws that must be followed by businesses operating in Turkey, and can provide guidance on how to comply with these regulations and laws in a way that is effective and efficient. If you are willing to invest in Turkey, we will highly recommend you to read our Article, International Foreign Investment Law which you can find through the link: https://mescilaw.com/international-foreign-investment-law/

What does a commercial law attorney do?

Commercial law attorneys, also known as business lawyers, are legal professionals who specialize in providing legal guidance and representation to businesses, corporations and other commercial entities. These attorneys play a crucial role in ensuring that businesses operate within the boundaries of the law, and that their legal rights and interests are protected. One of the main functions of a commercial law attorney is to provide legal advice and guidance to businesses on a range of legal issues. This may include matters related to contracts, intellectual property, employment law, real estate and taxation among others. Attorneys specialized in this field work closely with their clients to understand their unique legal needs and provide customized solutions that are tailored to their specific circumstances.

Another important role of commercial law attorneys is to assist businesses with drafting, reviewing, and negotiating contracts. Contracts are an essential part of any business operation and a commercial law attorney can help ensure that these contracts are legally sound, clear and comprehensive. This can include drafting contracts for various purposes, such as employment agreements, vendor agreements, lease agreements and other types of agreements.

Commercial law attorneys can also help businesses with mergers and acquisitions, which involves buying, selling or merging businesses. These attorneys can provide legal guidance on the various aspects of these transactions, such as due diligence, financing, securities law compliance and regulatory approvals to be obtained by businesses.

What is a contract in commercial law?

In the field of commercial law, a contract is one of the fundamental building blocks of business transactions. Contracts are a legally binding agreement initiated between two or more parties, where each party agrees to perform specific duties or obligations in exchange for a benefit, typically in the form of payment. The terms and conditions of a contract define the scope of each parties’ duties and responsibilities and provide a framework for resolving disputes if they arise. In the context of commercial law, contracts are crucial component of business transactions, as they define the terms and conditions of the business deal and establish the legal relationship between the parties involved. There are general elements that must be present for a contract to be valid under commercial law. A contract must contain the desire to offer and will of acceptance. Both parties must exchange something of value, such as goods, services or money. The contract must also be made for a legal purpose and not violate and laws or public policies. Again, both parties must have the legal capacity to enter into the contract. This means they must be of legal age, mentally competent and not under duress or unde influence. Once these general and essential elements are in place, the contract becomes legally binding, and each party has a legal obligation to perform their part of the agreement. If one party fails to fulfill their obligations, the other party can seek legal remedies, such as damages or specific performance, to enfore the contract. Our law firm in Turkey drafts and revises different types of contracts such as sales contracts, partnership agreements, non-disclosure agreements and employment contracts. Please don’t hesitate to contact our law firm in Turkey if you need a contract to be drafted.

Our Approach

We Always Listen

We always listen our client and act according to their interests.

Confidentiality

We are attentive to client-attorney confidentiality rules.

Right Approach

We provide qualified services by using strategic and unique defense techniques allocated to your case.

Collaboration Network

We cooperate with financial advisors and academicians.

Respect And Care

We value to our clients and aim to close your case with success.

Expertly Guide

We are here to provide you qualified legal services throughout Turkey.

ARTICLES WE WROTE

COMMERCIAL AND CORPORATION LAW

COMMERCIAL AND CORPORATION LAW, Turkish Business Commercial Lawyers Istanbul Turkey

COMPANY MERGERS AND ACQUISITIONS IN TURKEY

Contact US

WE ACT AS YOUR CORPORATION LAWYER IN TURKEY

COMPANY FORMATION IN TURKEY

JOINT STOCK COMPANY FORMATION IN TURKEY

BENEFITS OF JOINT STOCK COMPANY FORMATION IN TURKEY

HOW TO ESTABLISH A JOINT STOCK COMPANY IN TURKEY

WHICH DOCUMENTS ARE REQUIRED FOR JOINT STOCK COMPANY FORMATION IN TURKEY

LIMITED LIABILITY COMPANY FORMATION IN TURKEY

BENEFITS OF LIMITED LIABILITY COMPANY FORMATION

HOW TO ESTABLISH A LIMITED LIABILITY COMPANY IN TURKEY

DOCUMENTS REQURED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY

DOCUMENTS REQUIRED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY WITH FOREIGNER LEGAL ENTITY SHAREHOLDERS:

DOCUMENTS REQUIRED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY WITH REAL PERSON SHAREHOLDERS:

DIFFERENCES BETWEEN LIMITED LIABILITY COMPANIES AND JOINT STOCK COMPANIES

WHAT IS MERCHANT?

RIGHTS AND LIABILITIES OF A MERCHANT AS PER TURKISH COMMERCIAL CODE

COMMERCIAL ENTERPRISE, AGENCY AND BRANCH OFFICE

Contact US

IMPORTANT FOR CLIENTS AND CLIENT CANDIDATES TO NOTE THAT:

Commercial Contract Lawyer Turkey

Corporate Lawyer Turkey

Commercial Law in Turkey

Corporate Lawyer Istanbul

Istanbul Business Lawyer

What does a commercial law attorney do?

What is a contract in commercial law?

Turkish Citizenship by Marriage

Recognition and Enforcement of Foreign Arbitral Awards in Turkey

Register a Consulting Firm in Turkey

Free Zone Company Set Up in Turkey

Turkish Medical Malpractice Lawyers

Understanding The Concept of Liaison Office

Turkish Citizenship By Bank Deposit

Trademark Invalidation Action in Turkey

A General Overview of Trademark Infringement in Turkey

Trademark Litigation in Turkey

Lưu trữ

Chuyên mục

COMMERCIAL AND CORPORATION LAW, Turkish Business Commercial Lawyers Istanbul Turkey

COMPANY MERGERS AND ACQUISITIONS IN TURKEY

Contact US

WE ACT AS YOUR CORPORATION LAWYER IN TURKEY

COMPANY FORMATION IN TURKEY

JOINT STOCK COMPANY FORMATION IN TURKEY

BENEFITS OF JOINT STOCK COMPANY FORMATION IN TURKEY

HOW TO ESTABLISH A JOINT STOCK COMPANY IN TURKEY

WHICH DOCUMENTS ARE REQUIRED FOR JOINT STOCK COMPANY FORMATION IN TURKEY

LIMITED LIABILITY COMPANY FORMATION IN TURKEY

BENEFITS OF LIMITED LIABILITY COMPANY FORMATION

HOW TO ESTABLISH A LIMITED LIABILITY COMPANY IN TURKEY

DOCUMENTS REQURED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY

DOCUMENTS REQUIRED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY WITH FOREIGNER LEGAL ENTITY SHAREHOLDERS:

DOCUMENTS REQUIRED FOR LIMITED LIABILITY COMPANY FORMATION IN TURKEY WITH REAL PERSON SHAREHOLDERS:

DIFFERENCES BETWEEN LIMITED LIABILITY COMPANIES AND JOINT STOCK COMPANIES

WHAT IS MERCHANT?

RIGHTS AND LIABILITIES OF A MERCHANT AS PER TURKISH COMMERCIAL CODE

COMMERCIAL ENTERPRISE, AGENCY AND BRANCH OFFICE

Contact US

IMPORTANT FOR CLIENTS AND CLIENT CANDIDATES TO NOTE THAT:

Commercial Contract Lawyer Turkey

Corporate Lawyer Turkey

Commercial Law in Turkey

Corporate Lawyer Istanbul

Istanbul Business Lawyer