Step by Step Company Incorporation Procedure in Turkey
1st step :
According to the Article 13 of the Regulation of Trade Registry published on the Official Gazette dated 27 January 2013 and numbered 28541, trade registration transactions shall be fulfilled through MERSİS (Central Registration Recording System).
2. step :
Pursuant to Article 586 of the Turkish Commercial Code numbered 6102 and Article 90 of the Trade Registry Regulation, the following documents are required for the application of registration: - Notarized articles of association (4 copies and 1 original). - Notarized signature declarations (2 copies). - Notarized copy of the founders declaration (1 original copy). - Notarized copy of acceptance letters of the managers (who are not shareholders), (1 copy). - Notarized copy of a power of attorney authorizing the attorneys who will follow-up the application before the competent Trade Registry and other official authorities in order to proceed with the application (where applicable). - Notarized copy of the identity cards of the managers and shareholders (1 copy). The incorporation documents are exempt from the stamp tax: there are no fees to be paid for the articles of association and the signature declarations. However, fees are still applicable for notary services and for the valuable papers.
Paper cost: TL 140 Notarization of the Articles of Association (for 10 pages): TL 1,400 Notarization of the signature declaration of the manager: TL 65 per manager(2015)
3rd step :
The Company shall apply for a potential tax identity number before the incorporation with the notarized articles of association and the power of attorney to the relevant tax authority. This potential tax identity number is necessary for opening a bank account in order to deposit the capital of the Company to be incorporated.
4. To register with the Commercial Registry, founders must obtain the original receipt from Halk Bankas. This receipt shows that 0.04% of the company’s capital has been paid to the Competition Authority at the central bank or a public bank.
5. According to Articles 585 and 344 of the new Turkish Commercial Code, 25% of the share capital must be paid in prior to the new company registration. The remaining 75% of the subscribed share capital must be paid within 2 years. Alternatively, the capital can be fully paid prior to registration.
6. The formation of a limited liability company does not require a court application. Thus, upon gathering the following documents, founders may apply for registration: - Petition requesting registration - 3 copies of an incorporation notification form (kurulus bildirim formu). - 4 copies of the notarized articles of association (1 original). - Bank deposit receipt with respect to the payment made to the bank account of the Competition Authority (0.04% of the company's share capital). - An undertaking (taahhutname) signed by the authorized company representatives. Signature declaration of the directors. - For each person authorized to represent the founders of the limited liability company, 2 copies of the signature declarations. - Notarized copy of the founders' declaration (1 original). - Bank certificate of the paid-in minimum capital deposit (at least 25% of the subscribed capital). - Chamber of Commerce registration form. - 1 passport-sized photo of the founders. - Acceptance declaration of the managers who are not shareholders (1 notarized copy). Following the completion of the registration phase before the Commercial Registry, the Commercial Registry notifies the relevant tax office and the Social Security Administration ex-officio regarding the incorporation of the company. The Commercial Registry arranges for an announcement in the Commercial Registry Gazette within approximately 10 days as of the company registration. A tax registration certificate must be obtained from the local tax office soon after the Commercial Registry Office notifies the local tax office. A social security number for the company must be obtained from the relevant Social Security Administration. For the employees, a separate application has to be made following the registration of the company with the Social Security Administration. According to the official fees of 2015 published in the Official Gazette No. 29221 published on 30 December 2014, the following fees are applicable for the incorporation of limited liability companies as of January 1, 2015: - The registration fee for a limited liability company is: TL 615 - Initial registration fee of Chamber of Commerce is: TL 195 - Publication or announcement fee is: TL 0.35 per word - Startup notice is: TL 60 - Commercial Registry Gazette fee is: TL 2 - Registration fee for manager's signature - First manager's signature is: TL 485 - Each additional manager's signature is: TL 323.90 Fee schedule for annual membership in the Istanbul Chamber of Commerce (based on capital): - TL 1 - 999 (capital): TL 135 - TL 1,000 - 24,999 (capital): TL 145 - TL 25,000 - 249,999 (capital): TL 195 - TL 250,000 - 999,999 (capital): TL 255 - TL 1,000,000 and up (capital): TL 290
7.
The founders must certify the legal books (6 documents: share ledger, manager's meeting minutes book, general assembly meeting minutes book, journal, general ledger and inventory book) the day they register the company with the trade registry. The notary public must notify the Tax Office about the commercial book certification. Approximate fee schedule for legal book certification: - Certification up to 100 pages: 68 - Certification up to 200 pages: 90 Fees include: - TL 402 (6 books) - Yevmiye Defteri (100 sheets) : TL 68 - Defter-i Kebir (100 sheets) : TL 68 - Envanter Defteri (100 sheets) : TL 68 - Ortaklar Pay Defteri (100 sheets) : TL 68 - Karar Defteri (78 sheets): TL 65 - Genel Kurul Toplantı Ve Müzakere Defteri: (78 sheets): TL 65
8.
The Trade Registry Office notifies the Tax Office and the Social Security Administration of the company’s incorporation. In practice, to expedite the registration process, company representatives follow up on whether the notification has been received. A tax officer comes to the company headquarters to prepare a determination report. There must be at least one authorized signature in the determination report. Trade Registry Officers send company establishment form which includes tax number notification to Tax Office.
