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Company Establishment

Below written rules and regulations are applied when a company is established in Turkey

B. Sending online minutes and main contract to MERSİS

Trade registry procedures are made through MERSİS (Central Registration System) according to the Regulation on Trade Registry.

MERSİS is a central information system which is used to realize trade registry processes and to orderly keep the trade registry data in an electronic environment. A number is given to the legal entities which work actively. It is possible to establish new companies online through MERSİS, and the established companies actively use this system after their registries are transferred.

C. Issuance and notary approval of the company documents

Required documents are listed below in order apply for a registry in the Directorate of Trade Registry:

Articles of incorporation which is signed by the founders before the authorized personnel of the Directorate of Trade Registry or a Notary after it is completed (one original, four copies) If the foreign partner is a natural person, the required documents are as follows:
Two copies of the passport of each natural person shareholder
If the foreign partner is a legal entity, the required documents are as follows:
Activity certificate which is issued by the related authority in the country of legal entity investor which is registered as a shareholder, Activity certificate contains information about the present condition of the company and authorized signatories.
Decision/decisions of the authorized institutional authority which show(s) the approval of the legal entity shareholder(s); If any special condition exist during the company establishment (company name, activity area, etc.), these should be stated in the decision for clarification.
If a legal entity is authorized as the member of board of the company to be established, name of the natural person who will act on behalf of the legal entity and the assignment of the legal entity as board of management should be stated in the same or different decisions for clarification.
If the process will be followed up by a proxy, a notarized copy of the proxy statement which gives authority to the proxies who will follow up the application before the Directorate of Trade Registry and other legal authorities (if required).
Notarized statement of signature (two copies)
Notarized copy of the identity cards of the company managers (one copy)
It is required to notarize and have apostille for the documents which will be issued or signed out of Turkey except the ones written in first article or these documents should be approved by Turkish Consulate where they are issued. Original documents which are issued, notarized and get apostille, must be translated officially and they should be approved by a notary in Turkey.

D. Having potential tax number

The company should obtain a potential tax number for the shareholders who are not Turkish citizen and the board members of the company who are not Turkish citizen. This potential tax number is required for opening a bank account in the bank in which the capital of the company to be established will be paid.

The documents which are requested by the tax office are as follows:

Follow-up petition for the registry
Articles of association (one copy)
Copy of the rental agreement which is sent to the registered company address
If the process is followed up by a proxy, a proxy statement should be issue which shows the capacity of acting on behalf of the company in a tax tax office in order to obtain a tax number or a potential tax number.
E. Paying a specific ratio of the capital to the bank account of the Competition Authority

0,04% of the company capital should be paid to the bank account of the Competition Authority through the pay desk of the Directorate of Trade Registry

F. Paying at leash 25% of the founding capital to the bank and documentation of this

25% of the subscribed capital should be paid before the company registry and 75% of the capital should be paid within two years. Alternatively, the capital may be paid completely before the registry.

However, the founding capital of the limited companies must pay 25% of the funding capital before the registration of company. Subscribed capital of the limited company must be paid within 24 months after the establishment.

G. Applying the Directorate of Trade Registry for registration

After the below written documents are obtained, the founder are allowed to apply for registry:

Registry demanding document
Four copies of the establishment form
Articles of incorporation which is signed before an authorized personnel of the Directorate of Trade Registry for Notary when the establishment is completed (one original, four copies)
Payment made to the bank account of the competition authority (0,04% of the company capital)
Two copies of the statement of signature for each person who is authorized to represent the founders of the limited company
Founding declaration (one original)
Registry form of the Chamber of Trade (two different forms for two different partnership: shareholder as natutal person or legal entity)
Written statement of the board members, who are not shareholders, about the acceptance of the subject duty
Bank receipt about the minimum paid capital deposit (at least 25% of the subscribed capital). In case of any real capital contribution:
Expert report about the real capital
Related registration declaration which shows that there is not any restriction on the subject real capital
Document which shows the annotations to the related department about the real capital
Written agreement about the founders, other people and company about the establishment of company
After the registry process is completed in the Directorate of Trade Registry, it is declared to the tax office of the Directorate of Trade Registry and Social Security Institute about the company establishment by approximation. Directorate of Trade Registry announces the establishment of company in the Trade Registry Gazette within 10 days after registration of the company. After the Directorate of Trade Registry makes notification to the local tax office, a tax plate should be taken from the regional tax office.

A social security number should be taken for the company from the related Social Security Institute. Another application should be made for the employees after the registration to the Social Security Institute.

H. Approval of the statutory records

Approval of the below statutory records shall be made by the authorized personnel of the Directorate of Trade Registry during the establishment.

General journal
Book inventory
Share ledger
Minute book for the management meeting
Minute book for the general assembly
İ. Following up the company establishment declaration of the Directorate of Trade Registry in the tax office

Directorate of Trade Registry notifies company establishment to the tax office and Social Security Institutes. The related officer visits the corporate office in order to issue the investigation report. There must be at least one authorized signature on the investigation report. Directorate of Trade Registry sends the company establishment document which has the tax number of the company to the tax office.

J. Issuance of the authorized signatures list

Authorized signatories of the company must issue an authorized signatures list before the authorized personnel of the Directorate of Trade Registry when the company is registered to the Directorate of Trade Registry.