Setting up a Company with Foreign Capital

The company establishment procedures have been simplified to a great extent through shifting from screening system to monitoring system for foreign investments and through eliminating the unnecessary procedures to set up a business for both the local and foreign investors.

Company Establishment Procedures

All the documents and statements should be submitted to the Trade Registry Offices located at the province where the company or partnership will be established.

The documents delivered to Trade Registry Offices should get the official approval after their examination of whether all given and described conditions on the documents and statements are in compliance with legislation and clear that all the rights of third person is covered.

Registration of a Company

Registration to the Chamber of Commerce Trade Registry. The following documents are required to be submitted to the Trade Registry Office:

  • Articles of Association certified by a Public Notary
  • A receipt issued by the bank verifying the payment of capital contribution
  • Signature declarations and Notarized copies of passports of founding shareholders
  • Photos of founding shareholders
  • Notarized copies of board resolution identifying company's founding shareholders
  • Rental contract for company office address

Turkish regulations require an office space for the company. Accordingly you either need to obtain an office lease contract yourself or use services of a virtual office.

Establishing a Company in Turkey

In case the foreign national partner is a natural person the following documents required are:

  • Two copies of the passport (translated and certified by notary public)

In case the foreign national partner is a legal entity the documents required are:

  • The foreign investor should have a Certificate of Activity of his company prepared by the relevant authority in the investor’s country. This certificate should contain the information about the current active status of the company and its executives signature.
  • Power of Attorney should show the company title which will be either established or participated in Turkey and the name of authorized person for presentation.
  • The above mentioned certificates (Activity Certificate, Power of Attorney) should be undersigned either by Apostile or Turkish Consulates in Foreign investors’ country.

The approved certificates should be notarized and translated into Turkish before their delivery to Trade Registry Office.

  • Signature Declarations of the authorized persons under the company name (2 copies)
  • Original of Bank receipt (receipt from Ziraat Bank Bilkent Plaza Branch indicating that the 4/10000 of the capital is deposited to the Arbitration Court, or the EFT receipt signed and stamped “collected” (Account No: 5383761-5016)
  • Chamber Registration Statement (must bear the photos of natural partners)
  • Letter of Commitment (must be signed by authorized persons)

Procedure for company setup (incorporating)

  • Drafting and Notarization of Certificate of Incorporation (Articles of Association)
  • The shareholders can be foreign individuals and/or legal entities
  • Getting an office lease contract
  • Notarizing legal books of the company
  • Transfer of Capital by the foreign shareholder
  • Registration to Chamber of Commerce Trade Registry
  • Notification to the Under Secretariat of Treasury, Foreign Investment General Directorate
  • Certificate of Activity to open and run business to be obtained from the relevant Municipality
  • An application is then submitted to the Ministry of Industry and Trade
  • Notarization of the Signature Circular of the Company
  • Registration to the Tax Office

Registration to Tax Office

Please also note that corporate entities require an office address to be registered with the tax office on the same day or before the registration date. A tax registration number is received and legal books are certified by a Public Notary.

The rent contract certified by the Notary Public as well as the notarized Circular of Signatory should be submitted to the related Tax Office. Following these registrations, the establishment procedures are completed and the company may start to operate.

It is obligatory that the Articles of Association of the company should contain the subjects stipulated in Articles 506 and 511 of the TCC, it should be put down in written form and the signatures of all founders should be notarized:

  • Names Surnames
  • Addresses and Nationality of the shareholders has to be listed

Articles of Association

The trade name of the company has to be determined in accordance with Article 45 of TCC so as to indicate the business activity of the company.

It is obligatory that the trade name has to incorporate the word Limited.

In case it contains the name and surname of the real person, the phrasing that indicates the company type cannot be abbreviated or displayed in symbols.

The presence of foreign words in the trade name of a company may be permitted in cases, where these words do not contradict the law, the national, cultural and historical benefits; where the name or brand promoting the goods or services constituting the business activity of the company is in a foreign language or there is/are foreign shareholder/s in the company.

The name of the province and district of the province at which the headquarter of the company is located, has to be specified in the Articles of Association.

Furthermore, the open address of the company has to be written in the Articles of Association. Thus, the article denoting the headquarter of the company should read as;

“The headquarter of the company is located in ………........ . It’s address is; ……………...... . In case of a change of address, the new address has to be registered at the Commercial Registry and announced in the Commercial Registry Gazette. Any notice served the registered and announced address is deemed to have been served to the company. In case the company leaves its registered and announced address and does not register its new address within the stipulated period, the case is considered as the cause for termination.”

A specific field of activity in which the company will actually be operating should be written in the Articles of Association. The Articles of Association should not be written so as to cover all kinds of field of activity. Objectives and subjects of activity that can be written in the Articles of Association are limited with the subject specified in the company title.

In accordance with Articles 506 and 510 of TCC, it is obligatory that; Principal capital of the company, capital amounts subscribed by each shareholder and method and terms of how this capital shall be paid have to be specified in the Articles of Association.

Accordingly, notwithstanding the provisions of special laws, it must be written in the capital clause of the Articles of Association of the company that: The capital has been fully subscribed and 1/4 of the cash capital has been fully paid up or it will be paid up latest within three months following the establishment of the company and the remaining portion will be paid up latest within three years.

The Articles of Association are Notarized and then registered at the Trade Registry Office where the company headquarter is located in or where the location of headquarter is associated with, within 15 days after Notarizations.

Power of Attorney

We hereby appoint BAYRAM TEKCE acting jointly or separately, to represent us in regard of the company to be incorporated, before any and all ministries, under secretariats, general directorate of foreign investment and the offices and units thereof, administrative authorities, municipalities, fiscal and tax offices, district treasuries, social security institutes, chambers of commerce and industry, commercial registry office and to sign the articles of association and other related documents of the company to be incorporated, to issue amendment statements at notaries, to serve and receive documents by hand, to make written and oral applications, issue and sign petitions, to follow up, execute and conclude any and all works and actions necessary for the unhampered continuation of transactions and operations and when necessary delegate, employ and dismiss others with some or all of these powers, to represent and bind us with full authority for all issues that are not written but as may be necessary for the continuation of transactions and all other formalities.