You may incorporate companies in Turkey in compliance with a variety of laws. Conversely, you can define ordinary partnerships following the Code of Obligations, and cooperative firms can be defined following the Cooperatives Law. The company establishment in Turkey is done by special legislation, which is used to carry out particular government purposes and provide services.
Turkish Commercial Code Company (TCC) Types
These are the company types under the following types, according to the TCC, which specifies between corporate and non-corporate forms of companies:
Corporate Forms
- Joint Stock Company (JSC)
- Limited Liability Company (LLC)
The steps to create a JSC or an LLC are similar, even though some financial thresholds (such as minimum capital) and organs differ from one another.
Non-corporate Forms
- General Partnership
- Limited Partnership
- Partnership Limited by Shares
Although these five various types of corporations, JSC and LLC are the most frequently used in both the global economy and Turkey.
Forming a Company
- Submit the articles of incorporation and memorandum to MERSIS online
- Notarize and execute company documents
- Find a probable tax identification number
- Deposit a portion of the funds to the Competition Authority’s account
- Make a bank deposit of at least 25% of the startup capital, and get documentation to prove it
- Register with the Trade Registry Directorate
- Validate the legal texts
- After receiving the company establishment notice from the Trade Registry Directorate, follow up with the tax office
- issuing a circular with a signature
- Transform certain documents into electronic format or the E-TUYS system
Alternative Forms
Joint Ventures
- In general, a joint venture is an ordinary partnership, which is not a legal person under Turkish law; however, shareholders frequently decide to set up a company entity
- Since it is possible to create groups of shares and because shareholder liability is more constrained in joint stock corporations than in limited liability ones, they are the favoured choice
- In Turkey, joint ventures are governed by rules appropriate for the type of firm founded and are not subject to any specific regulations. A shareholders’ agreement is frequently used to regulate the interactions between joint venture participants and the ongoing operation of the joint venture
- Except for certain industries like TV broadcasting, shipping, and civil aviation, there are no limits on the nationality of shareholders or those with management rights
Branch Office
- No shareholders
- There is no separate legal entity
- There is no need for capital, although setting aside money for a branch office’s operations is a good idea
- A company may repatriate profit from branches. Branch profits remitted to the headquarters are subject to a 15% dividend withholding tax that a company may reduce through DTP agreements
- For the registration of a branch, a company must file an application with the following supporting documentation to the relevant Trade Registry Directorate
You can get assistance from attorneys with experience establishing and operating various company types. Foreign Operation Consultancy offers clients advice about company establishment in Turkey. They offer guidance and document drafting for creating corporations or limited liability companies as part of their services related to company formation.
