Company Formation in Turkey

Company Formation in Turkey. Mesci Law Firm is a reputable law firm in Turkey, providing comprehensive legal services to high turnover legal entities, entrepreneurs, individuals and businesses. The firm specializes in commercial and corporate law, providing clients with a range of legal services, including services related to company formation in Turkey. When it comes to company formation, Mesci Law Firm offers a wide range of services designed to guide clients through the process of establishing a business in Turkey.

Their team of experienced attorneys assists clients in every aspect of the company formation and governance processes, from name reservation to finalizing the registration of the company. They provide expert advice on legal and regulatory requirements and work closely with their clients to ensure compliance with all applicable laws and regulations. 

One of the most significant benefits of working with our law firm in Turkey is the personalized attention and guidance we provide to our clients throughout the process of company formation in Turkey. We understand that each clients’ needs are unique thus we provide tailored solutions to help businesses get started on the right foot. In addition to company formation services, Mesci Law Firm also provides legal assistance on a wide range of commercial and corporate matters.

Our law firm in Turkey has an extensive experience in contract negotiation and drafting, mediation, corporate governance, commercial litigations, mergers and acquisitions, debt collection, and more. Our team of attorneys and certified public accountants are well-versed in Turkish law and keeps up-to-date with all relevant legal and regulatory developments to ensure we can provide the best advise and guidance to clients. 

How Many Days Needed for Company Formation in Turkey

Only 2 to 5 days are needed for limited liability company formation in Turkey, following the preparation of the relevant documents by clients, obtaining the potential tax ID number for the company and the partners and notarization of the apostilled Power of Attorney and documents in foreign language.

On the other hand around 3 to 10 days are needed for joint stock company formation in Turkey, following the preparation of the relevant documents by clients, obtaining the potential tax ID number for the company and the partners and notarization of the apostilled Power of Attorney and documents in foreign language. Our law firm in Turkey has established hundreds of companies within only 2 days with foreigner partners. If you are willing to work with us related to company formation in Turkey, please kindly contact us and obtain more information.

Steps of Company Formation in Turkey

It is important to follow the legal procedures required for the establishment of a joint stock company and limited liability company with a certified public accountant and a lawyer knowledgeable on company formation in Turkey due to the fact that order of the transactions to be completed and the documents to be prepared are quite complex.

If you want to establish a joint stock company or a limited liability company in Turkey, documents required for establishment are listed on web page of Istanbul Chamber of Commerce, not the procedure you shall follow up with and not the content of the documents. Documents to be collected will depend on the company type, areas of activity of the company, nationality of the partners and the fact that whether if partners of the company are real persons or legal entities.

Steps of limited liability company formation in Turkey and joint stock company formation in Turkey are entirely different so we will be explaining herewith both for your information. As you will see from the transactions explained herewith, it is easier and faster to open a limited liability company in Turkey rather opening a joint stock company in Turkey. Here are the steps of company formation in Turkey:

Steps of Limited Liability Company Formation in Turkey 

Online Application: After reserving the company trade title through the MERSIS, collection of the required documents for company establishment, issuance of Articles of Association and registering it through MERSIS and obtaining potential tax number for the company to be established and the partners, an online application shall be made before MERSIS (the Central Registry Registration System) and an appointment date shall be taken.

Physical Establishment and Post Establishment Procedures: At the appointment date, with required documents, physical establishment shall be initiated and completed by paying the company formation fees to the Chamber of Commerce and Articles of Association shall be signed. Lawyers can sign the AOA on behalf of the company if there is special authorization within the Power of Attorney.

On the next day our lawyers visit Istanbul Chamber of Commerce again in order to take the corporate books. Within the same day signature circular of the company can be issued and notarized before any Notary Public. It is also possible to give authorization to a certified public accountant through a Power of Attorney to be issued in the Notary Public for monthly accounting services, Social Security Institution registration of the LLC and VAT registration of the LLC. Within the same week, a bank account for the company shall be opened before a state bank for thransfer of capital. 

Steps of Joint Stock Company Formation in Turkey 

• Online Application: Following completion of required documents for company formation, an online application must be made before the Central Registry Registration Sytem (MERSIS) and an appointment must be made for the physical establishment. 
• Issuance of the Articles of Association: The articles of association (AOA) shall be issued. It can be signed by the shareholders at Istanbul Chamber of Commerce during physical company establishment procedures, on appointment date OR after online registration is complete, shareholders can prefer going to notary public for signature and notarization of the Articles of Association. Obligation of an articles of association to be issued in written form and notarization of signatures of the shareholders are based on Article 339 of Turkish Commercial Code. The Articles of Association must contain details of the companies’ objectives, share capital, the rights and obligations of the shareholders and the companies’ management structure. 
• Obtaining Potential Tax Number: Upon MERSİS application and obtaining aforementioned documents from Notary Public, a potential tax number shall be obtained for the joint stock company from relevant tax office. The relevant tax office is the tax office based in the same area the companies’ address will be registered. 
• Bank Account Opening and Share Capital Deposit: A bank account shall be opened fort he joint stock company to be established, in a bank by presenting potential tax number along with some other documents obtained from the 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. 
• Physical Establishment and Post Establishment Procedures: After depositing at least %25 of the committed shares in cash to the bank account opened for the company, with all the required documents along with the letter stating that the account is blocked, a physical application shall be made to Istanbul Chamber of Commerce at the appointment date. After the physical establishment, commercial books of the company together with the Certificate of Trade Registry must be received directly from Istanbul Chamber of Commerce. Since the post-establishment stages will continue with the tax office, authorization shall be given to a certified public accountant for monthly accounting services along with VAT registration and Social Security Registration of the company. 

Bank Account Opening for Your Company in Turkey 

Opening a bank account for a company in Turkey is an essential aspect of doing business in the country. A bank account enables a company to manage its finances efficiently, pay suppliers, receive payments from customers, and access various banking services. However, opening a bank account in Turkey can be a complex process, particularly for companies based in foreign countries or companies established in Turkey with foreigner partners. 

The first step in opening a bank account for a company in Turkey is to ensure that all legal and regulatory requirements are met. A company must be registered with the trade registry office, and a tax identification number must be obtained from the local tax office. These are mandatory requirements for opening a bank account in Turkey by legal entities based in Turkey. The next step is to select a bank that meets the companies’ needs.

There are many reputable banks in Turkey, both local and international, offering a range of banking services. Mesci Law Firm recommends selecting a bank that is reputable, has a strong financial position, and offers services that are tailored to the companies specific needs including meeting with officers of the bank and providing a list of required documents for bank account opening to the client. Once a bank is selected, the company must provide the necessary documentation to open the corporate bank account.

These documents include the companies’ Articles of Association, tax identification number, trade registry certificate and passport or ID of the authorized signatory. The bank may also require additional documentation depending on the type of account and the nature of the companies ares of activity. 

It is important to note that some banks may require the presence of the companies’ authorized signatory in Turkey to open the bank account. Especially if the bank account will be opened for a company based in another country. This can be a challenge for foreign companies that do not have a physical presence in Turkey. However with true guidance of our law firm, procedures can be accomplished easily. In order for bank account opening for your company in Turkey, you can contact us and obtain detailed information.

Types of Companies in Turkey 

There are different types of companies in Turkey you can consider establishing. Joint stock companies (anonim şirket), limited liability companies (limited şirket) and limited liability partnership divided into shares (sermayesi paylara bölünmüş komandit şirketler) are counted as capital companies. In capital companies, the partners are only liable to the company with the capital they have committed. Limited partnership (adi komandit şirket) and ordinary partnership (kollektif şirket) are sole proprietorships. In personal companies (şahıs şirketi), the principle of second-degree and unlimited liability of partners as a rule applies related to company debts.

The establishment, basic features and operations of these companies are regulated by the 6102 numbered Turkish Commercial Code. 1163 numbered Cooperative Law on the other hand is primarily applied to cooperatives. As per the data of the Ministry of Commerce of the Turkish Republic, approximately 82% of all companies are limited liability companies, while 13% are joint stock companies and 4% are cooperatives. The sum of ordinary partnership (kollektif şirket) and limited partnership (komandit şirket) is around 1%. 

What is the Minimum Share Capital of AS and LS?

The minimum capital of a limited liability company must be at least 10.000 Turkish Liras. The payment of the entire capital brought in cash can be made within 24 months following registration of the limited liability company. The payment schedule can be arranged in the articles of association or can be determined by the directors. 

The minimum capital amount shall be 50.000 Turkish liras for joint stock companies. For non-public joint stock companies that adopt the reigstered capital system, the initial capital can be at least 100.000 Turkish Liras. It is mandatory to pay at least one fourth of the nominal values of the shares committed in cash before registration. The remaining amount is paid within 24 months following the registration of the joint stock company. The payment schedule can be arranged through the companies’ articles of association or determined by the board of directors. 

Tax Registration For Companies in Turkey 

Tax registration for companies in Turkey is an essential requirement for any business that operates in Turkey. This process involves registering a company for Value Added Tax, which is a consumption tax that is added to the price of goods and services at each stage of production or distribution. VAT registration in Turkey is mandatory for all companies that sell goods or services, regardless of their size or turnover. The first step in the VAT registration process is to obtain a tax identification number from the relevant tax office.

This number is a unique identifier that is used by the tax authorities to track a companies’ tax obligations and payments. To obtain a TIN, a company must provide certain documents to the tax office such as its trade registry certificate, tax declaration form and the identification documents of its shareholders and managers. Once the company has obtained its TIN, it can then proceed with its VAT registration. This involves submitting an application form to the tax office, along with supporting documents such as companies trade registry information, tax declaration form and bank account details.

The application must be submitted within one month of the company starting its business activities or becoming liable for VAT. After the application is submitted, the tax office will review it and carry out any necessary checks or inspections. If the application is approved, the company will be issued with a VAT registration certificate and will be registered in the tax offices records. The company will then be required to submit periodic VAT returns and make VAT payments to the tax office, based on the amount of VAT has collected and paid during the relevant period.

It is important for companies to comply with their VAT obligations and to maintain accurate records of their transactions and VAT payments. Failure to comply with VAT regulations can result in fines, penalties, and legal action by the tax authorities. Therefore, it is advisable for companies to seek legal assistance of certified public accountants and lawyers to ensure that they are fully compliant with VAT regulations and to avoid any potential legal or financial risks. 

Applying for Business Licenses in Turkey

It is important to note that some companies shall be established in the form of joint stock companies. As per Turkish laws and regulations, 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.

On the other hand a company might be obliged to obtain licenses and permits before the establishment. These licenses and permits change as per areas of activity of the company to be established in Turkey and detailly shall be examined in order to meet the requirements. For example in order to set up a construction business in Turkey, a zoning status document, construction permit, building occupancy permit and construction authorization certificate must be obtained. In order to constitute an example we have published an essay with the Article, “How To Set Up A Construction Business in Turkey” for your information. More is about to come and we will keep you updated on licenses to be obtained for companies active on different commercial fields along with the methods for applying for business licenses in Turkey. 

Company Formation Costs in Turkey 

The approximate costs for the Chamber of Commerce fees are estimated to be around 3000 Turkish Liras for company formation. In addition, there will be notary expenses for notarization of the required documents to be presented to the Chamber of Commerce, for issuance of signature circular and issuance of the Power of Attorney for your certified public accountant. Also fees to a sworn translator shall be paid for translation of the documents in foreign languages. If you are willing to benefit from virtual office and accounting services after company establishment, their fees will be charged separately. If you would like to receive information about our attorney fees regarding company governance, virtual office and accounting services along with company formation services in Turkey please contact our law firm in Turkey.

Our Services For Company Formation in Turkey 

Here is the company formation roadmap in Turkey a lawyer will follow for formation of the company of their clients. This roadmap also explains all the services our law firm in Turkey provides to our clients related to company formation in Turkey. 

• Issuance of the Power of Attorney for company formation in Turkey.
• Assisting client to gather required documents for company formation in Turkey.
• Passport translation and notarization of partners.
• Drafting and signing a lease contract for the company address, providing virtual office services.
• Obtaining tax ID numbers for the partners and the company to be established in Turkey.
• Determining and reserving trade title of the company through MERSIS.
• Issuance of Articles of Association and getting it approved.
• Initiating company formation online application through MERSIS. 
• Performing physical company formation before Istanbul Chamber of Commerce and signing the Articles of Association. 
• Payment of official company formation fees to Istanbul Chamber of Commerce.
• Obtaining the certificate of the trade registry. Following up Trade Registry Gazette publishing.
• Obtaining the corporate books on behalf of the company and getting them notarized. 
• Getting the signature circular notarized at a Notary Public. 
• Issuance of a Power of Attorney for a certified public accountant for monthly accounting services. 
• Providing company governance and accounting services through certified public accountants. 
• Opening a company bank account. 
• Following up the VAT registration and Social Security Institution registration with the certified public accountants. 
• Registering the company trade title and/or brand before the Turkish Patent and Trademark Office and offering brand protection strategies. 

Our law firm in Turkey provides company formation services in Turkey for foreign legal entities and individuals. We have been assisting clients from United States of America, Italy, Pakistan, India, Hong Kong, Ukraine, United Kingdom, Russia, Poland, Holland, China and many other countries for over a decade now. Our lawyers are experienced in company formation and governance services on the below types of companies:

• Limited liability companies in Turkey
• Joint stock companies in Turkey
• Free trade zone companies in Turkey
• Liaison offices in Turkey
• Branch offices in Turkey

Reach Us For A Company Formation in Turkey 

Our law firm in Turkey is one of the leading law firms providing fast and cost-effective company formation services in Turkey. Moreover we have established hundreds of companies in different types for foreigner clients over the years making our lawyers knowledgeable also on the risks and pitfalls of the formation procedures and trade area you will focus. Our services consists of also previous and post establishment procedures and providing high quality consultation services in accordance with needs of your business. You may consider reaching us for a company formation in Turkey through our contact page.