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In this article, we will discuss essential information about Joint Stock Companies (Anonim Şirketler), one of the most preferred types of companies for foreign investors in Turkey.
Joint stock companies are governed by the Turkish Commercial Code (Türk Ticaret Kanunu), which provides detailed regulations due to the high capital requirements and state supervision associated with these companies.
Key Considerations for Establishing a Joint Stock Company
This article will cover critical elements, from the preparation of the articles of association to the registration process for joint stock companies in Turkey.
Determining the Capital Amount
To establish a joint stock company, the total capital must be subscribed in the articles of association. Capital adjustments, whether increases or decreases, require amendments to these articles.
A joint stock company can be founded with a minimum capital of 50,000 Turkish Liras (TRY), and at least one-fourth of this amount must be paid at the time of incorporation. For companies under the registered capital system, the base capital amount is established in the articles of association, allowing the board of directors to modify it as needed.
Number of Partners
Joint stock companies in Turkey have no restrictions on the number of shareholders. A company can be formed with a single shareholder, and there are no limitations on whether this shareholder is a natural or legal person, Turkish or foreign.
Shareholders are liable only for the capital they initially committed to the company, meaning they are not responsible for the company’s debts beyond their subscribed capital.
Companies Requiring Special Authorization
While most joint stock companies can be established by simply registering their articles of association with the Chamber of Commerce and publishing them in the Trade Registry Gazette, certain companies require special permission from the Ministry. These include:
- Insurance companies
- Financial leasing companies
- Factoring companies
- Holding companies
Establishment Procedures
The incorporation process for joint stock companies begins electronically via the MERSIS system, which enables shareholders or authorized representatives to prepare the articles of association online.
For Turkish citizens, an identity card suffices. Foreign citizens need to present a passport and obtain a Tax Identification Number (Vergi Kimlik Numarası) either by themselves or through an authorized proxy at the Tax Office.
The articles of association prepared via MERSIS must include mandatory elements such as:
- The company's shareholders
- The registered address of the company in Turkey
- The company's field of activity
- The capital contributions of the shareholders
- The authorities of the company and their authorization forms
Signing the Articles of Association
The articles of association must be signed by the company's founders or authorized representatives in the presence of a notary public or at the trade registry office. Additionally, representatives who will be authorized to act on behalf of the company must provide a signature declaration.
At the time of incorporation, at least one-fourth of the subscribed capital must be paid. The Competition Authority Share, calculated as 4 per thousand of the total capital, must also be paid to the trade registry cashier during the establishment process.
Trade Registry Registration
Joint stock companies, like other commercial entities in Turkey, gain legal personality upon registration with the trade registry. Without this registration, the partnership does not possess legal status.
In summary, once the necessary articles of association are submitted via MERSIS and all documents are in order, an online appointment can be made with the trade registry directorate. On the day of the appointment, the founder, an authorized individual, or third-party representatives must be present. If all documentation is complete, the registration process can typically be finalized on the same day or the following day.
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