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Establishment of Company

The following rules and regulations should be complied with while establishing a company in Turkey.
B. Transmitting the records and articles of association to the Central Registration System as online.

Trade registration should be realized on Central Registration System in accordance to Trade Registry Regulation.

Central Registration System is a central information system used for carrying out the trade registry procedures and preserving the trade registry data regularly and electronically. Legal entities carrying out business actively are provided with a number exclusive to the institution. It is possible for new companies to be active on Central Registration System and the companies which have already established can operate on this system upon the transmit of their registration.

C. Drawing the company documents and notary certification

The documents required for the registry application to the related Trade Registry Offices are as follows:

Corporate charter (one original, four copies) signed before the Trade Registry Office authorized personnel or Notary Public by all of the founders,
If the foreign partner is a natural person, the documents required are as follows:
Two copies of each natural person stakeholders’ passports

If the foreign partner is a legal entity, the documents required are as follows:
Operation document drawn by the related authority in the country of the legal entity investor registered as the partner. The operation document should include information about the current status of the company and signature authorities.
Resolution/resolutions of authorized corporate authority showing the approval of the legal entity stakeholder/stakeholders for establishment; if there is to be any special condition in the establishment of the company (company name, operation field, etc.) such details should be included in the resolution for clarity.
If the legal entity is to be assigned as a member of board of directors of the company to be established, name of the natural person to act in the name of the legal entity and the legal entity should be specified in the same and different resolution in order to ensure clarity for the assignment of the board of directors.
If the procedure is to be followed by proxy, a notarized copy of the power of attorney granting authority for the attorneys to follow up the application before the authorized Trade Registry Office and other official authorities.
Notarized signature statements (two copies)
Notarized identity card of the company directors (one copy)
Apart from the first article, all mentioned documents to be drawn and signed outside of Turkey are required to be notarized and apostilled or approved by the Turkish consulate where they have been drawn. The original documents which have been drawn, notarized and apostilled should be translated and notarized in Turkey.

D. Being provided with the potential tax registry numbers

The company should be provided with a potential tax number from the related tax office for the stakeholders who are not Turkish citizens and for the members of board of directors who are not Turkish citizens. This potential tax number is required for opening the bank account where the capital of the company to be established will be deposited.

The document required by the tax office are as follows:

Registration demand petition
Articles of association (one copy)
A copy of lease agreement showing the registered address of the company
If the procedure is to be followed by proxy, a power of attorney showing the authority of acting in the name of company in a tax office should be drawn in order to be provided with a tax number of potential tax number

E. Depositing a particular percentage of the capital to the account of Competition Authority

0.04% of the company capital should be paid to the account of Competition Authority via the pay office of Trade Registration Office.

F. Depositing of 25% of the establishment capital at least in a bank and documenting it

25% of the capital undertaken should be paid before the registration of the new company and the rest 75% should be paid within two years. Alternatively, it can be paid before the registration.

However, there is no condition for the payment of 25% of the establishment capital before the company registration. Paying the capital undertaken for the limited companies within 24 month following the establishment is enough.

G. Applying for a registration to Trade Registration Office

Upon providing the following documents, the founders can apply for registration:

Registration demand petition
Four copies of establishment notification form
Corporate Charter by all founders before the authorized personnel of Trade Registration Office or Notary Public (one original, four copies)
Payment made to the bank account of the Competition Authority (0.04% of the company capital)
Two copies of signature statements for each person authorized for representation of the limited company founders
Establishment statement (one original)
Chamber of Trade registration form (two separate forms for two different partner types: natural person partner of legal entity partner) Written statement of the members of board of directors but not partners of the company showing the approval of the duty

Bank receipt on the paid minimum capital deposits (25% of the undertaken capital at least). If any real capital contribution:
Expert report on real capital
The registration statement showing that there is not any lien on the real capital
The document showing that the annotations on the real capital have been realized to the related offices
Written agreements on the establishment of the company between the founders, other persons and company

Following the completion of the registration stage in the Trade Registry Directorate, the Trade Registry Directorate notifies the related tax office and Social Security Institution on the establishment of the company ex officio. Trade Registry Directorate enables the establishment information of the company to be announced in Trade Registry Gazette within 10 days following the company registration. After Trade Registry Directorate’s local tax office is notified, a tax certificate should be provided from the local tax office.

A social security number should be taken from the related Social Security Institution for the company. Another application should be made for the employees to the Social Security Institution of the company following its registration.

H. Certification of the legal books

Certification of the following books during the establishment should be carried out by the authorized personnel of Trade Registry Directorate.

General Journal
General Ledger
Book Inventory
Stock Lodger
Report Book for Board Meeting
Report Book for General Assembly Meeting
I. Following the company establishment notification of Trade Registry Directorate in tax office

Trade Registry Directorate notifies the tax office and Social Security Institution about the company establishment. The authorized tax officer visits the headquarter to draw the determination report. Minimum one authorized person’s signature should be included in the determination report. Trade Registry Directorate transmits the company establishment document including the company’s tax number to the tax office.

J. Drawing the signatory circular

Authorized signatories should draw signatory circular before the authorized officers of Trade Registry Directorate on the date of registration of the company in Trade Registry Directorate.