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What you need to know before you start company set-up in Türkiye
According to the Turkish Commercial Code there are five different types of companies: joint stock, limited, collective, limited cooperative. The most common types of companies in Türkiye are joint stock companies and limited liability companies. (Learn more about Establishing a company in Türkiye and
Limited companies:
They can be defined as companies whose capital is determined and divided into shares and whose debts are only due to their assets. Limited companies can be established with a single partner or with multiple partners, provided that they do not exceed 50. In addition, it is possible for the partners to be natural or legal persons.
Limited company partners are not liable for company debts. They are responsible not only for paying the basic capital shares they have committed, but also for fulfilling the additional payment and side performance obligations in the articles of association. Due to the public debts that cannot be collected from the company, the liability of the partners is in proportion to their capital shares.
The minimum capital required to establish a limited company is 10.000 TL. However, the entire capital brought in cash can be paid within 24 months following the registration of the limited company. It is possible to arrange the payment schedule in the company contract or to be determined by the managers.
Limited companies have a written company agreement registered with the trade registry where the company headquarters is located. It is not possible to issue bearer shares and offer them to the public in limited companies. In addition, the transfer of limited company shares is subject to the approval of the general assembly.
Limited companies have two bodies, the general assembly and the board of directors. As a rule, all shareholders are represented at the general assembly. In addition, the only body that is exclusively authorized to take some important decisions regarding the company is the general assembly.
The board of directors can basically be defined as the body responsible for the representation and management of the company. Although there can be only one director in limited companies, there is a rule that at least one of the directors should be a partner of the company. On the other hand, there is no requirement for directors to be Turkish citizens or resident in Türkiye.
The Process of Establishing a Company for Foreigners in Turkey:
It provides many advantages for foreigners to establish a company in Türkiye. There are many supports offered by the government to foreign investors. As foreigners can establish companies in Turkey, the Foreign Direct Investors Law No. 4875 is valid for foreign investors in our country. This law has been prepared on the basis of equal treatment, freedom of investment and encouragement of foreign investors. It can even be clearly seen that some assurances are given to foreign investors.
Company establishment and commercial activities of foreigners are subject to the provisions of the Turkish Commercial Code No. 6102 and the Turkish Code of Obligations No. 6098 after the Law No. 4875. Apart from this, there is also a regulation on the implementation of the Law No. 4875. In addition to all these, the Law No. 4817 on Work Permits of Foreigners should also be taken into consideration.
In line with the principle of equality based on the law numbered 4875, foreigners can establish all types of companies that can be established by Turks in Turkey. At this stage, the fact that each of the company types is different in terms of both features and establishment processes should be taken into consideration. The conditions for foreigners to establish a company in Turkey vary according to the types of companies.
Which Procedure is Followed for the Company Establishment of Foreigners?
Before the official application procedures, first of all, preliminary preparations for the establishment of a foreign company should be made. In this context, it is necessary to determine the type of company, meet the physical needs and prepare the articles of association depending on what the activity will be. Since the legal problems experienced by foreigners in the companies they have established are usually caused by the mistakes made during the establishment phase, it is very important to get the help of a lawyer at this stage.
The company's articles of association are prepared in accordance with the procedure. Minutes and articles of association are sent via MERSIS. Documents are prepared and notarized. The potential tax number of the company is taken. A certain part of the capital is deposited into the competitive authority bank account. A certain part is deposited into the company bank account and documented. An application is made to the Trade Registry Office for registration procedures. Some legal books related to the company are certified. A company establishment statement is requested from the tax office. Signature circular is arranged. Some documents related to the company are transferred to the e-TUYS system. Other steps that need to be done according to the company type and purpose of operation are completed.
In order for the commercial operation and representation to be carried out properly, it is also necessary to complete other legal procedures such as KVKK compliance. However, although the company establishment process has been completed by foreigners, the fact that it is actually a complex and intricate legal process should not be ignored.
Foreign investors are treated equally with Turkish companies in Türkiye and have more rights in some respects. Within the scope of the Foreign Direct Investors Law; It is known that the expropriation or nationalization of foreign direct investments is limited. On the other hand, it is ensured that they can freely transfer their profits or some other income abroad. In addition, foreigners establishing a company in Türkiye have the right to resort to dispute resolution methods through national or international arbitration due to possible legal problems.
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