Setting up Limited Company in Turkey before&after 1 June 12

An Expert's View about Investment Procedures in Turkey

Posted on: 31 May 2012

Turkish Commercial Law No: 6762 has been amended on January 2011. The New Turkish Commercial Law No: 6102 will come into force on 01 July 2012.

SETTING UP A LIMITED COMPANY IN TURKEY Turkish Commercial Law No: 6762 has been amended on January 2011. The New Turkish Commercial Law No: 6102 will come into force on 01 July 2012. There are some amendments about establishment of a limited company in the New Turkish Commercial Law. In order to set up a limited company in Turkey, firstly an Articles of Association must be prepared profesionally. Next, founders must apply to Trade Registry Office together with required documents. After getting the Certificate of Incorporation, the company is registered to Trade registry, announced in Trade Registry Gazzette (costs approximately 40 TL) and acquired the legal personality. Before 01 July 2012 After 01 July 2012 A Limited Company in Turkey can be set with A Limited Company in Turkey can be set with Number of Founders at least 2, at most 50 founders. The founders at least 1, at most 50 founders. The founders can be real persons or legal entities. can be real persons or legal entities. Amount of the minimum capital Minimum capital requirement is 5.000 TL. Minimum capital requirement is 10.000 TL. Compulsory provisions: The trade name, Compulsory Provisions: The trade name, Registered address of the Company, field of Registered address of the Company, field of operation, the amount of capital, the amount to T operation, the amount of capital, the amount to be paid by each member as his contribution to he content of the Articles of Association be paid by each member as his contribution to the capital, form of announcements and period the capital, form of announcements and period of the company. Addition to them, some of the company. provisions will be binding only if they are stated in the Articles of Association clearly. The trade name must be in Turkish and The trade name must be in Turkish and must contain the statement “Limited must contain the statement “Limited Company”. If it involves a name and surname Company”. If it involves a name and surname of a real person, company type cannot be of a real person, company type cannot be abbreviated (Art. 45 of Turkish Commercial abbreviated (Art. 45 of Turkish Commercial Çetin Emeç Bulvarı, 1322. Cadde, No: 62/3 A. Öveçler/Çankaya, Ankara Tel: 00 90 312 473 39 60 Faks: 00 90 312 473 39 62 www.bicakhukuk.com iletisim@bicakhukuk.com Code). Applicants should check with a Trade Code). Applicants should check with a Trade Registry Office to find out if their trade names Registry Office to find out if their trade names have already been registered. have already been registered. ESTABLISHMENT 25% of the cash capital must be fully The cash capital must be paid immediately paid within three months from the date of Capi and completely before the registration. tal incorporation. The remainder must be paid up withi Namely, payment by installments is not n three years. possible anymore. A written request for registration A written request for registration (petition) (petition) Nota Notarised specimens of signature of rised specimens of signature of persons who are authorized to represent the persons who are authorized to represent the company. This takes one day and costs company approximately 100,00 TL Three notarised copies of the Articles Three notarised copies of the Articles Required Documents of Association must be submitted to Trade of Association must be submitted to Trade Registry Office within 15 days from the Registry Office within 15 days from the notarisation date. This takes 2 days and costs notarisation date. This takes one day and costs approximately 780,00 TL. approximately 900,00 TL. Letter of Commitment This takes 2 Letter of Commitment This takes 2 days and costs approximately 700 TL. days and costs approximately 700 TL. Notarised Legal Books. takes one day Notarised Legal Books. This takes one day Çetin Emeç Bulvarı, 1322. Cadde, No: 62/3 A. Öveçler/Çankaya, Ankara Tel: 00 90 312 473 39 60 Faks: 00 90 312 473 39 62 www.bicakhukuk.com iletisim@bicakhukuk.com and costs approximately 60 TL. and costs approximately 92,00 TL B Bank receipt of the deposit of the ank receipt of the deposit of whole capital guaranteed amount of capital Bank receipt of deposit for 0.04% of Bank receipt of deposit for 0.04% of the capital held by the Competition Authority. the capital held by the Competition Authority. This takes 1 day and costs approximately This takes 1 day and costs approximately 50,00 TL. 50,00 TL. For founders who are real persons of Tur For founders who are real persons of kish Nationality, certified copies of their Turkish Nationality, certified copies of their ID certificates and residence certificates. ID certificates and residence certificates. For founders who are real persons of For founders who are real persons of non-Turkish nationalities, a copy of the non-Turkish nationalities, a copy of the person’s passport to be presented together with t person’s passport to be presented together he passport or its notarised copy. with the passport or its notarised copy. For foreign legal entity shareholders, For foreign legal entity shareholders, the the original copy and a notarised translation of original copy and a notarised translation of the the Certificate of Business Activity issued by Certificate of Business Activity issued by the the competent authorities approved by the competent authorities approved by the related related Turkish Consulate. Turkish Consulate. If there are movable and immovable If there are movable and immovable assets or any rights to be brought in as capital, assets or any rights to be brought in as capital, an expert’s report for determining the value of an expert’s report for determining the value of these assets and the court decision for this these assets and the court decision for this report. report. Process Auditor’s Report Çetin Emeç Bulvarı, 1322. Cadde, No: 62/3 A. Öveçler/Çankaya, Ankara Tel: 00 90 312 473 39 60 Faks: 00 90 312 473 39 62 www.bicakhukuk.com iletisim@bicakhukuk.com After the Company is announced in the Trade Registry Gazzette, company must enroll to relevant Chamber of Commerce. This takes 1 day and costs approximately 490 TL. Required documents for registration are available below. ξThe original or notarised copy of the Trade Registry Gazzette which includes the announcement of the Company or Certificate of Trade Registry and the notarised copy of the Articles of Association. ξNotarised specimens of signature of persons who are authorized to represent the company ξFor founders who are real persons of Turkish Nationality, certified copies of their ID certificates and residence certificates. For founders who are real persons of non-Turkish nationalities, a copy of the person’s passport to be presented together with the passport or its notarised copy. After enrollment to relevant Chamber of Commerce, the company must apply to Tax Office in order to be a “Corporate Tax Payer”. Required documents for registration are available below. o A written request (petition) o The original or notarised copy of the Trade Registry Gazzette which includes the announcement of the Company o Notarised specimens of signature of persons who are authorized to represent the company o Tax Certificate o Deed of business place or rental agreement Çetin Emeç Bulvarı, 1322. Cadde, No: 62/3 A. Öveçler/Çankaya, Ankara Tel: 00 90 312 473 39 60 Faks: 00 90 312 473 39 62 www.bicakhukuk.com iletisim@bicakhukuk.com
Posted: 31 May 2012