Establishment (Foundation) of Joint Stock Company

Joint stock companies should be established with a minimum capital amounting to 50.000.- TL and at least with 1 shareholder unless otherwise is stated by the provision of special laws. (Initial capital of the non-public joint stock companies accepting the registered capital system should be not less than 100.000.- TL.)
It is required to include the joint stock company clause and the field of activity in the titles which have to be determined in Turkish.
Pursuant to the communiqué “on the establishment of New Minimum Amounts for Capital Increases by Joint Stock and Limited Companies, and on the Determination by Joint Stock Companies as to when the Amendment of Foundation and Articles of Association is Subject to Authorization”, entered into force through publication in the Official Gazette dated 15.11.2012 and numbered 28468; states the Amendment of foundation (establishment) and articles of association of the below mentioned companies are subject to the authorization of the Ministry such as banks, (financial) leasing companies, factoring companies, consumer finance and credit card services companies, asset management companies, insurance companies, holdings established (founded) in the form of joint stock companies, companies operating exchange offices, companies engaged in merchandising, warehousing companies having agricultural products license, commodity exchange companies, independent auditing companies, supervision companies, technology development zone management companies and the companies that are subject to Capital Market Law dated 28/7/1981 and numbered 2499 with the founder and operator of free zone companies.

Registration Procedures (Transactions)
(1-) Petition must be signed by the administrative board (board of directors) or by the authorized members having the power of representation, if is signed by proxy, original form or authenticated copy of the power of attorney must be enclosed, tax office where the company is registered must be indicated and included with the attached documents. The commercial title, capital, registered office (company headquarters), starting date of business, field of activity on this date and NACE code regarding that must be specified clearly and the following statement must be included as; “the information contained in this petition is complete and accurate, if otherwise is determined the person or persons signing this petition shall be responsible.”
(2-) Establishment Statement (or Statement of Establishment); (the related gaps must be filled in and signed by an authorized person - 3 copies; if there is a foreign capital in 4 copies)
(3-) If foreign national partner is a natural person translated and notarized passport copies, (passport must be translated into Turkish and certified by a Notary Public) tax number to be obtained from tax office or the document showing the identification number of the foreigners and if they are residing in Turkey, notarized residence permit,
(4-) For Turkish Republic citizens residing abroad, document obtained before the relevant authority or office in that country stating the concerned person’ s employment or residence status (in the said country),
(5-) Articles of Association (Founding Charter) must be notarized (certified by Notary Public) (4 copies) one copy of it must be originally signed for specimen signature check)
(6-) Statement of signature (declaration of signature or the list of authorized signatures) of the authorized person(s) under the commercial title of the company (2 copies),
(7-) Statement of Founders’ (or Founders’ Statement); must be signed by the founders,
(8-) Original of Bank receipt (receipt from Türkiye Halk Bankası Ankara Kurumsal Branch stating that the 4/10.000 of the capital is deposited to the Arbitration Court, or the EFT receipt signed and stamped “collected” Account No:80000011 (IBAN NO:TR40 0001 2009 4520 0080 0000 11) ),
(9-) Letter of guarantee or bank letter, indicating name and surname or the title of the shareholders of the company deposited the minimum amount of share prices regarding their payments in the opened bank account pursuant to the articles of association (founding charter) or the related law including the amounts deposited by each shareholder, (In case where the capital of the company is committed to be paid either completely or partially, 1/4 of the nominal values of the shares committed to be paid in cash must be rendered before the registration of the company and the remaining part must be paid in twenty four months time following the registration). Bank receipt will not be accepted solely.
(10-) Chamber Registration Statement, (must be signed by the partners (shareholders) and must be with photos of the partners (shareholders)),
(11-) Expertise report prepared by the expert assigned by the Court regarding the determination of valuation and determination of capital in kind with entity to be taken over (acquired) during the establishment (foundation) and value of its properties including the original or authenticated forms of expert assignment writ of court,
(12-) Original form of the document to be obtained from the related registry office stating there is not any limitation on the invested capital in kind,
(13-) Original form of the document showing that the immovables, intellectual property rights and properties invested as capital in kind that have been affixed annotation to the registry offices where they are registered,
(14-) Including the entities and properties to be taken over (acquired), contracts which are concluded with the companies about to be established, founders and other persons and parties,
(15-) Original form of the document for the companies of which their establishment (foundation) are subject to the authorization of the related Ministry or other public institutions or assent procedure of those,
(16-) Notarized document in respect to the non-shareholder members of the board of directors (executive body) accepting task. The following items must be attached to the document such as residence address, nationality, if TR citizen TR Identity Number, if foreign national, tax number or identification number peculiar to them, including notarized passport copy and residence permit of the foreign national residing in Turkey,
(17-) In case of a legal entity is elected to the board of directors (executive body), the notarized copy of the resolution of the board of directors stating the name and surname, residence address, nationality, and TR Identity number of the natural person assigned by the legal entity in the name and on behalf of (if the natural person is a foreign national, his/her tax number or identification number peculiar to the foreign nationals) and in case of a foreign national natural person is assigned in the name of the legal entity who is residing in Turkey, his/her notarized copy of passport translated into Turkish and residence permit
(18-) If the member of the board of directors is a foreign national legal entity assigned apart from the shareholders, document showing the recent registry records of the legal entity. (This document must be submitted to the Directorate with its notarized Turkish translation and as it is authenticated by the notaries of the country where the company is founded in as well as it must be authenticated by Turkish Consulate(s) of the said country or authentication has to be carried out in conformity with the provisions of contract (agreement) on the removal of attestation requirement regarding the foreign official documents.)
(19-) If a minor person is a partner of a company the said person’s mother or father, or the said person’s mother/father is a partner of the said company, it is required to obtain a decree regarding the assignment of a trustee before the Court.
(20-) In respect to Customs Consultancy companies, shareholders and authorized managers assigned externally dealing with customs works must submit a notarized (certified by a Notary Public) customs consultancy license. In the authorized Customs Consultancy companies, shareholders must submit notarized CERTIFICATE OF AUTHORIZATION (or Authorization Certificate) to be obtained before the Undersecretariat of Customs.
(21-) In case of the founders of a company to be established will be Municipalities and other local administrations with their affiliates, one copy of council of ministers' decision permitting the participation of these institutions,

Reminder with regard to Commercial Title;
“Names, surnames, place of residence, nationalities and Turkish Republic Identification numbers (if the partner/shareholder/company manager is a foreign national, his/her tax number or identification number peculiar to the foreign nationals) of all the shareholders, members of the board of directors (executive body) and company managers must be indicated in the articles of association (founding charter).

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