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Establishing a Company in Turkey: Basics



Five different types of companies listed in the Turkish Commercial Code No. 6102 (“TTK”). These companies are; Joint Stock Company, Limited Liability Company, Collective Company, Limited Partnership and Cooperatives. Joint stock company, limited liability company and limited liability company whose capital is divided into shares are “Capital Companies”. In capital companies, the partners are only liable to the company with the capital they have committed.

Ordinary limited partnership and collective company are sole proprietorships. In sole proprietorships, the principle of secondary and unlimited liability of the partners for the debts of the company is accepted. Most of the companies established in Turkey are joint stock and limited companies.


A. Company Establishment Procedures

1. Preparation of the Corporate Charter and Certification of the Founders' Signatures

Company official has to log in to the system via mersis.gtb.gov.tr[1] address and fill in the mandatory information in order to complete the relevant registration. The corporate charter must be prepared in Turkish. Subsequently, the founders sign the charter and these signatures are certified by the competent authority. The certification process takes places in the trade registry office where the headquarter of the company is located for the limited companies and cooperatives. For the other type of companies, it is possible to apply to the trade registry office where the company's headquarters is located or to any notary public. In case of application via notary, the company official can complete its application via the track number given by the MERSIS system.


2. Preparation of Signature Statements of Company Officials

Signatures of the persons authorized to represent the company must be approved by the competent authority and signature statements must be prepared.


3. Payment of Competition Authority's Share and Cash Capital

The amount calculated over 0.04% of the capital of the newly established joint stock and limited liability companies and in case of a capital increase, must be deposited as "Competition Authority Share". In addition, at least 25% of the shares committed in cash in joint stock companies must be deposited into a bank account opened in the name of the company.


4. Application to the Trade Registry Office for Registration

Upon the application of the founders to the trade registry office with the relevant documents, the office completes the registration process.


B. Documents Required to Submit

1. For Joint Stock Companies

• Corporate Charter

• Receipt showing that at least 25% of the cash capital has been invested

• Competition authority share payment document

• Valuation reports

• Registry letter stating that there is no restriction on capital in kind

• Other relevant agreements

• Permission letter for situations subject to permission

• Duty acceptance letter of non-shareholder board members

• Signature statement


2. For Limited Companies

• Corporate charter

• Written statement that non-partner managers accept the position

• Valuation reports

• Registry letter stating that there is no restriction on capital in kind

• Other relevant agreements

• Signature statement

• Competition authority share payment document


C. Branches of Foreign Companies

The branches in Turkey of commercial enterprises whose headquarters are located outside of Turkey are registered as domestic commercial enterprises, without prejudice to the provisions of their own country's laws regarding the trade name. A fully authorized commercial representative whose place of residence is in Turkey is appointed for these branches. If the commercial enterprise has more than one branch, the branches to be opened after the registration of the first branch are registered as the branches of the domestic commercial enterprises.




[1] A Turkish database founded by the Government.

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