Main steps of establishing company in Turkey

procedure of establishment business in Turkey
foreign company in Turkey

In our previous blog we have mentioned the advantages of incorporating business in Turkey, so we want to continue this topic by the answer to the following question: "What are the main steps of company establishment?".

In Turkey, such procedures as establishing the new enterprise by a foreign natural or legal person and opening the branch of a foreign company have significant difference in conditions and period of preparation. In this article we would like to explain procedure of incorporating a new company in Turkey.

Important note: All foreign companies and individuals can establish a foreign-owned company in Turkey. There no any restrictions, except some special areas as banking, insurance and finance. There is also no obligation to have the Turkish shareholder as it is in the majority of foreign countries. What concerns the types of the companies, we can distinguish limited liability company and joint-stock company as the most widely spread.

Before establishing the enterprise in Turkey, there are some preparatory legal procedures.

Obtaining the potential tax number. All non-Turkish shareholders and board of directors should obtain the potential tax number from the relevant tax authority. This potential tax number is necessary to open the bank account of the company. Later (after establishing the company) it will be necessary to obtain the Tax number for the company as well, the documents requested by the tax office in Turkey:

  • Registration petition
  • Notarized establishment contract (one original)
  • A copy of the Company's lease agreement showing the registered address
  • This procedure can be made by the third party, for example the company's lawyer in Turkey by means of power of power of attorney. (The copy of POA must be attached)

Deposing at least 25% of the company's capital in the Turkish bank account and documenting it.

Deposing 0,04% of the company's capital to the Competition authority via Central Bank of Turkey (CTB) or to the account in Public bank (Halk Bank), getting the EFT receipt which proves the payment with the stamp "tahsil edildi" (has been charged).

Submitting the application to the Trade Registry Ofiice.

After the preparatory process is finished, it's possible to get to one of the main stages of the company establishment- submission of the following documents to the Trade Registry Office in the city where the enterprise is going to be established. This is the list of mail document required for registration.

  • Registration petition.
  • Notarized company establishment main contract (four copies, one original), must be composed in Turkish language.
  • If the shareholders are natural persons, it will be necessary to provide 2 passport copies of each individual.
  • If the company is going to be established by a legal person, the necessary documents are the following: The operating certificate issued by the relevant authorities of the country showing that the legal person is registered as joint investor of the foreign company. The company's operating certificate also should contain information about the current status and signature authorities.
  • If foreign company is going to be the shareholder of the established Turkish enterprise, it is necessary to provide the corresponding decision from the competent corporate bodies.
  • Even if the enterprise is Turkey is established by the foreign legal person, there must be a general manager acting as an official representative of the Turkish company who is going to be a natural person. The name of this person may be determined in the corporate decision we mentioned above or in the separate decree.
  • The application to the trade registry office and legal procedures in another official institutions can be performed by third party. In this case one copy of notarized power of attorney must be provided
  • Notarized signature declarations (two copies)
  • Notarized identity documents of all company managers (one copy)
  • Bank receipt showing the fact that the promised 25% of the capital has been deposed in the account
  • Bank receipt showing that the 0,04% has been deposed to the account of The Competition authority

Within 10 days since the announcement of the company's registration, this information must be published in the Trade Registry Gazette. The day the company is registered in the Trade Registry Directorate, the founders should certify the legal books in the notary. Right after the registration procedure comes to an end, it will be necessary to perform the regulation of signature circular.

The procedure is company establishment normally lasts about 15 days. All the procedures above can be completed by your lawyer in Turkey, in case you issue the corresponding power of attorney. Our law office provides the full package of services connected with establishing business in Turkey from scratch, for additional information please contact our law office.