2. FORMATION OF A COMPANY IN TURKEY 2.1. General Definitions 2.2. Documents Required for Formation 2.2.1. JOINT STOCK COMPANIES • Can be established with minimum 1 shareholder • Can be formed with a minimum capital of NTL 50.000; the foreign investors are required to bring the minimum capital required for the Turkish citizens in accordance with the Turkish Commercial Code. • Have its capital divided into shares and each shareholders liability is limited to par value of his share capital amount that he has contributed to for the unpaid public debts. Share certificates may be in bearer or registered form. • Can engage in any type of commercial and industrial activity allowed by Turkish Laws. However, depending on their activity some corporation may require permission from the Ministry of Industry and Commerce • the establishments of banks, private finance institutions, insurance companies, leasing companies, factoring companies, holding companies, foreign exchange offices and retails, governed by the Law of Capital Market, requires the letter of permission to be provided by the Ministry of Industry and Commerce. Companies which are subject to the provisions of the Foreign Investment Law have to make the following declarations to the General Directorate of Foreign Investment; • A petition to Trade Registration Office (must be Signed by all managers of the company, if its signed by a representative, lawyer with a Power of Attorney, the original of the power of Attorney or notary registered copy shall be attached. Tax Office which your company will be responsible shall be stated at the petition and related documents shall be attached with this regard. Title of the Company, capital of the company, its center, and its field of activity shall be stated clearly with the NACE code, Also it should be noted and add to the petition as a note that whether stated information is not true and all responsibility shall be belong to the signatures of the petition • Potential tax payer number (most trade registry offices do not start application without potential tax number) • 4 copies of Establishment Statement • 3 copies of notarized articles of incorporation (wet stamped and signed) • Signature declaration(s) of person(s) authorized to represent the company (2 copies) • Letter of commitment prepared in accordance with Trade Registry Regulation • Shareholder’s; Notary translation of the passport and potential tax number, potential I.D. and resident permit documents ( if exist) and if they are resident in Turkey resident documents which shall be taken from department of civil registry, if the applicant is a Turkish citizen who lives abroad, documents needed, from Turkish consulate or his/her local civil registry that shows he/she resident •if company assigns a real person as a manager who is not a shareholder, notarized document which states he/she accepts the assignment ( if the manager is Turkish citizen; Name, Surname, Nationality, Turkish citizenship ID number shall be attached. If the manager is a foreigner, notary translation of the passport, tax number or/and turkey registration I.D. number if he/she resides in Turkey residency form which shall be received from civil registry Office shall be attached. • If company assigns a Turkish legal person as a manager, if the assigned legal entity’s authorized representative is Turkish; name, surname, nationality, Turkish Citizenship number; if the assigned legal entity’s authorized representative is foreigner notary translation of the passport, tax number or/and turkey registration I.D. number if he/she resides in Turkey residency form which shall be received from civil registry Office shall be attached. • If company assigns a Foreigner legal person as a manager: Certificate of Activity apostilled and approved by Turkish consulate or prepared in accordance with the Convention Abolishing the Requirement of Legalization for Foreign Public Documents within the Framework of the Hague Conference on Private International Law by the Chamber of Industry and/or Commerce or an authorized court. (Original and a copy of notarized Turkish translation • Originals of bank receipts indicating that 4/10.000 of the amount of the paid in capital of company, is paid to bank account of Competition Council • Bank letter which states that minimum capital amount has been deposited to the account of the Company also this letter has to include, name of the shareholders who pays the capital, amount of the capital which each shareholder deposited. • Trade Office Registry Statement (signed by authorized signature, and shareholders pictures has to be attached) • If the shareholder supply a capital which is not in cash but a real capital, expert report of the validation of the goods and / or real estate received from court which shall be attached. • A statement that says there is no pledge or/and encumbrances on the real capital. • If Underage person is a partner in the company with his/her mother or father court decision for assignment of a trustee on behalf of the underage. •At the custom brokerage companies; custom brokerage notarized license for the partners or assigned managers • Any agreements shall be made with the municipalities or government bodies if its exist.
Posted on: Mon, 21 Apr 2014 10:40:40 +0000
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