Registering a company in Turkey requires careful attention to legal procedures and regulations. Navigating the complexities of company formation can be challenging, but with the assistance of a reliable law firm specializing in this, the process becomes more streamlined and efficient. Mesci Law Firm, based in Turkey, is a trusted legal shareholder for clients that offers comprehensive company establishment services. Our law firm in Turkey offers a wide range of law services to assist clients at every stage of establishing a company in Turkey.
From initial planning to the final registration, their services cover all aspects of the process including legal consultation, documentation and registration, bank account opening, tax compliance and company governance. If you are willing to register a company in Turkey you can read this Article and learn more information on company establishment procedures and contact our lawyers in order to obtain more information.
How many days needed to register a company in Turkey?
Only two or three days are needed to register a company in Turkey, after all the required documents are provided to our lawyers by the client. On the other hand legal transactions that shall be completed after the company registration might take a few more days. Overall, opening up a company in Turkey might take around a week only.
Steps of register a company in turkey?
Registering a company in Turkey can be a rewarding venture, given the countries strategic location, vibrant economy and favorable business environment. However, the process of company formation requires careful planning and adherence to legal procedures. Thus for information of our clients, we will outline the essential steps involved in establishing a limited liability company in Turkey herewith. Steps of register a company in Turkey are as follows:
- Determining and reserving the trade title. Determining areas of activity.
- Issuance, apostille, translation and notarization of the Power of Attorney.
- Collection of documents required for company registration in Turkey.
- Translation and notarization of passports of the shareholders or representatives.
- Obtaining potential tax number for the shareholders and for the company to be registered in Turkey.
- Online application through MERSIS (the Central Registry Registration System) system. Registering the Articles of Association. Reserving an appointment date for physical establishment.
- Visiting Istanbul Chamber of Commerce for physical establishment, payment of fees required for company registration in Turkey, signing the Articles of Association.
- After obtaining approval, visiting Istanbul Chamber of Commerce the next day to obtain the corporate books along with trade registry certificate.
- Visiting a notary public based in Turkey for issuance of the signature circular of the company and issuance of a power of attorney to a reliable certified public accountant.
- Opening bank account for capital transfer.
- Following up trade registry gazette for publishing of the company registration.
- Following up VAT and Social Security Institution registrations with certified public accountants.
- Following up the tax office investigation to be made on company address.
Bank account opening for your company in Turkey
Opening a bank account is a fundamental step in establishing a company in Turkey. A bank account not only facilitates financial transactions but also ensures compliance with legal requirements and streamlines business operations. In order to transfer capital in foreign currency, set up your business and start commercial transactions, execute financial operations and issue invoices (fatura) you will be obliged to open a bank account in Turkey for your company.
When opening a bank account for your company newly established in Turkey, it is crucial to select a reputable bank. Turkey boasts a robust banking sector with reputable institutions. It is advisable to research different banks, compare their services, fees, and facilities, and choose the bank that suits your companies needs the most. We provide such services for our clients.
Before visiting each bank it will be easier to contact with banks and learn their requirements first. Banks generally require clients to provide certificate of trade registry and articles of association, signature circular, power of attorney authorizing the lawyer for opening the bank account, translated and notarized passport copies of the shareholders and the directors and any document proving their addresses and Turkish tax ID number obtained for shareholders.
Even if lawyers of our law firm are authorized by a power of attorney, sometimes, banks would like to physically see the authorized signatory of the company. On the other hand, some banks only allow clients to open a bank account at the district of the branch where the companies’ head office is registered. It is important to note again that requirements of each bank do change.
Documents needed to register a company in turkey
Shareholders of a limited liability company can be real persons or legal entities and a limited liability company can be established with only one real person or legal entity shareholder. In that case it is important to explain the documents required for limited liability company formation in Turkey with real person shareholders and legal entity shareholders separately. Documents required for limited liability company formation in Turkey with foreigner real person shareholders:
- Articles of Association. Articles of association (AOA) will be prepared by our lawyers during online establishment. In order for preparing the Articles of Association, we need information on full trade name and address of the company to be established, areas of activity, the capital amount and shares of shareholders, name, surname, title, origin, address and citizenship information of shareholders.
- Title deed or lease contract proving the address information where the company will be established.
- 2 passport photos of each real person shareholder.
- Potential tax number to be obtained for real person shareholders. Potential tax number will be obtained by our attorneys from the relevant Tax Office both for the real person shareholders and for the limited liability company to be established.
- Translated and notarized passport copy and residence permit of the real person shareholder of the limited liability company.
- Power of Attorney with special authorization. Our lawyers provide to their clients the Power of Attorney required for company establishment procedures.
On the other hand, documents required for limited liability company formation in Turkey with foreigner legal entity shareholders are as follows:
- Articles of Association. Articles of Association (AOA) will be prepared by our lawyers during online establishment. In order for preparing the AOA, we need full trade name and address of the company to be established, areas of activity, the capital amount and shares of shareholders, name, surname, title, origin, address and citizenship information of shareholders shall be provided to our attorneys.
- Potential tax number shall be obtained by our lawyers from the relevant Tax Office both for the shareholders and for the limited liability company to be established.
- Apostilled Power of Attorney with special authorization shall be provided to our lawyers for company formation.
- Trade registry certificate in the country of origin of the foreign legal entity shareholder and the certificate of good standing proving that the foreign legal entity is active shall be presented to Istanbul Chamber of Commerce during physical establishment.
- Articles of Association (AOA) of the foreign legal entity shall be presented to Istanbul Chamber of Commerce during physical establishment.
- Apostilled tax registration document or card proving tax records of the foreigner legal entity in the country of origin during physical establishment.
- Signature circular proving authorized signatories of the foreign legal entity that will be shareholder.
- 2 passport photos of the real person that will be authorized as representative of the legal entity shareholder which will also be appointed as the manager.
- If representative is a foreigner, her/his translated and notarized passport copy.
- If real person acting on behalf of the legal entity shareholder 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 shareholder is a foreigner, during establishment her/his residence permit shall also be presented during establishment.
- Decision of the authorized body regarding LLC establishment in Turkey by the legal shareholder residing in abroad shall be presented during physical establishment. This will be a General Assembly or Board of Directors resolution. Our lawyers provide their clients the draft form of the GA or BOD resolution or inform which information is required to be stated within its content.
- 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 physical establishment procedures.
- Land registry or lease contract proving the address information where the company will be established.
Some of the documents stated above, to be handed over to us to be obtained from the country of origin shall be apostilled by a Turkish consulate, translated by a Turkish certified translator and notarized by a Notary Public in Turkey. Our lawyers handle translation and notarization procedures in Turkey after they receive the original POA.
Shareholders in a company in turkey
It can be said that limited liability companies have a less shared structure compared to joint stock companies. According to Article 573 and 574 of the Turkish Commercial Code, the number of shareholders in a limited liability company can be a minimum of one and a maximum of fifty. According to the first paragraph of Article 573 of the Turkish Commercial Code, a limited liability company can be established by one or more real or legal persons. Therefore, it is necessary and legally sufficient to establish a company with only one real or legal person.
The only requirement in the law is to have a legal personality whether they are individuals or legal entities. On the other hand, it is necessary for at least one of the shareholders in a limited liability company to be appointed as the director by the articles of association. In other words, in limited liability companies, a third party who is not a shareholder cannot be appointed as a director directly and the administration of the company cannot be completely entrusted to a non-shareholder director.
The trade name and legal address when registering a company in Turkey
According to Article 18 of the Turkish Commercial Code, every merchant is obliged to choose a trade name that complies with the law, register their commercial enterprise with the trade registry, and keep the necessary commercial books in accordance with the provision of the Turkish Commercial Code.
Furthermore, according to Article 39 of the Turkish Commercial Code, every merchant must conduct transactions related to their commercial enterprise under a trade name and sign documents and other papers related to their business under this trade name. As per Article 40 of the Turkish Commercial Code, within fifteen days from the day the commercial enterprise is registered, every merchant must register and announce their commercial enterprise and their trade name with the trade registry of the place where the business center is located.
These articles emphasize the legal importance of the trade name and state that the trade name points the merchant as the owner of that commercial enterprise. The trade name consists of two elements: the core element and the additional element. The core element of the trade name represents the business activity and type, while the additional element is another necessary element for distinguishing the company from other companies. Usually, the additional element of the trade title is determined by the clients before the establishment. Clients may also request the registration of this phrase or the full trade title as a trademark before Turkish Trademark and Patent Office.
Our lawyers determine the core element of the trade name based on the companies’ areas of activity and type and obtain their clients’ approval regarding reserving the trade name in the final stage. To ensure that the additional element or its similar version is not already being used by third party companies in the market, our lawyers conduct a market research. This research will prevent potential legal disputes such as unfair competition, invalidation lawsuits or trademark infringement lawsuits to be filed in the future and protect the clients intangible assets, such as the trade title and the brand of the company.
According to the third paragraph of Article 18 of the Turkish Commercial Code, notifications or warnings regarding default of the other party, terminating a contract, or withdrawing from a contract among merchants can be made through a notary public, registered email, telegram, or registered electronic mail system using a secure electronic signature. Since the company address will be recorded in the Trade Registry during the establishment, it is necessary to indicate the company address and provide a property title deed or lease agreement during the establishment process.
All official correspondence will be made to the address registered with the trade registry. The company may choose to benefit from virtual office services, which is legally possible.
However, if the company is not physically located at this address, it may miss tax office visits and legal notifications. Therefore, the company providing virtual office services should also inform you about the notifications.
How much does it cost to register a company in turkey?
If you are willing to register a company in Turkey, the official fees will differ as per company type and complexity of the registration process. Official fees to be paid during physical company formation at the appointment day, is estimated to be around 3.000 Turkish Liras for limited liability companies. These fees change on a yearly basis. In addition, it is important to note that there will be notary expenses for notarization of the required documents to be presented to the Chamber of Commerce, for preparation of companies’ signature circular and issuance and notarization of a Power of Attorney for companies’ certified public accountant.
Also there will be sworn translator fees for translation of the documents in foreign languages such as certificate of good standing document or trade registry certificate or tax registration certificate for foreigner legal entity that will be a shareholder to the LLC to be established. If you don’t want to pay high amounts of rentage monthly, you can benefit from office address services which will be cost-effective if company will not be engaging in commercial activity for some time, thus there will be low amounts of virtual office services to be paid. Also since the company shall declare tax statements and issue legal invoices, the company will need an accountant so there will be accountant fees to be paid monthly.
Eventually if you are willing to learn our pocket services including attorney fees for company registration, company governance, virtual office and accounting services please contact our law firm in Turkey.
How long does it take to set up a business in Turkey?
Our law firm in Turkey is always prepared to set up the right company type for you in Turkey. To do this, our lawyers first understand in which field you will engage in commercial activities, your business structure and which brand and/or trade title you would like to use. The full trade name of the company, along with the additional element of your trade title and desired brand, is determined in accordance with commercial activities you will demonstrate, and the trade name is reserved through the MERSIS system in order prevent third party aggressors that may register the name and enter into market before you. While on the other hand, the companies’ articles of association are prepared by our lawyers.
Then, the list of necessary documents for company formation are shared with our client, and our lawyers ensure the verification of these documents. After completion of the required documents for company formation and the preparation of the power of attorney, a potential tax ID number is obtained by our lawyers for the company to be established in Turkey and for its shareholders. Then, the company formation process is carried out online via MERSIS system, and an appointment date is obtained with Istanbul Chamber of Commerce for physical establishment.
On the appointment date, one of our lawyers is being present at the Istanbul Chamber of Commerce and if our lawyers have a special authorization on signing the articles of association, he/she signs the articles of association and make it approved and lastly complete the physical establishment procedures. The next day, our lawyers return back to the Istanbul Chamber of Commerce to receive the corporate books and the trade registry certificate.
Within the same day, with the presence of the company manager at the notary public, signature circular of the company is being issued and notarized. At the same day, a power of attorney can be issued for companies’ certified public accountant for tax registration of the company and monthly accounting services to be provided to the company.
Within the same week, one of our lawyers together with the company manager, choose a bank for capital transfer and open a company bank account at that bank. Excluding the time taken for the client to complete the documents required, all these procedures can be completed within a maximum of one week.
Our Services for Register a Company in Turkey?
MESCI Law Firm, with its team of educated and experienced lawyers provide legal consultancy and law services on company formation and corporation law to high turnover local and foreign companies and groups, financial investors, entrepreneurs and foreign individuals or 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 law, commercial law, the law of obligations, contractual law, law enforcement, debt collection, intellectual and industrial property law and tax law, providing its services as a pocket when clients are in need.
Moreover, having clients all around the World, we have established hundreds of companies including joint stock companies, limited liability companies with foreign real person and/or legal entity shareholders, branch offices having their head offices in foreign countries, free zone companies and sole proprietorships throughout the years.
Our team of dedicated lawyers is also able to determine the perfect company type and organizational model suitable for the investment you are willing to make in Turkey by taking account person, area of activity, resource and capital elements and follows up each stage of company establishment along with pre and post company registration in Turkey procedures.
Our company register a company in Turkey services consists of the following:
- Issuance of the Power of Attorney (POA) for company formation in Turkey.
- Assisting client to gather required documents for company formation in Turkey.
- Passport translation and notarization of shareholders.
- Drafting and signing a lease contract for the company address, providing office address services.
- Obtaining tax ID numbers for the shareholders 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 and following up company formation online application through MERSIS.
- Performing physical company formation before Istanbul Chamber of Commerce and signing the Articles of Association (AOA) if there is special authorization within the POA.
- Payment of official company formation fees to Istanbul Chamber of Commerce.
- Obtaining the certificate of 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. Following up the monthly tax statements with your certified public accountant.
- Providing company governance and accounting services through reliable certified public accountants.
- Opening a company bank account for capital transfer.
- Following up the tax registration after company formation 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 is a prominent law firm specializing in company registration services. With a comprehensive range of services, expert legal guidance, and a client-centered approach, we are committed to facilitating successful company formations for both local and international clients. With our law firm in Turkey, entrepreneurs embarking on the journey of establishing a company in Turkey can navigate the legal landscape with ease, ensuring compliance and setting a solid foundation for their business endeavors. If you are willing to register a company in Turkey, reach our law firm and start now!