Consulting Services for Incorporating a Limited Company

Consulting Services for Incorporating a Limited Company

  • Their business name must be in Turkish, and Limited Şirketi  should be added to the name. Designation of field of activity is a must.
  • Capital subscribed by the shareholder(s) should be minimum TL 25 of multiples thereof.
  • A photocopy of the tax chart must be attached to the registration document in case a tax ID number is not available in company records, otherwise application for registration will be turned down.

Formation
During the formation proceedings, potential tax number certificate issued by the revenue office (tax office) should be submitted along with the registration documents. Otherwise, the application for registration will not be accepted.

The articles of associations which has not drawn up through Mersis system as of the date on which the proceedings are started on Mersis,  and notarized will not be acceptable and no transaction will be allowed.

  1. Application letter (should be signed by all company managers, and if signed by procuration, the original or certified copy of the power of attorney.)  The tax office to which the company will be affiliated should be specified and the documents listed in the attachment should be included.  The application letter should explicitly indicate the business name, capital, start date of business of the company and its subject of the actual activities on that date together with NACE code and it should state that the information provided are true and correct and the undersigned will be liable if otherwise identified.) Formation statement form (relevant fields should be signed by the authorized signatory – in 3 copies; in 4 copies, if foreign capital)
  2. Notarized translation of copies of the passports, tax number issued by tax office or the certificates indicating the foreign national ID numbers of the Foreign national real person shareholders, as well as the unexpired residence permit if they reside in Turkey.For the Turkish citizens residing abroad; certificate issued by the competent authority of the country or residence and indicating that the person works or resides in that country.
  3. Formation notification form (to be signed by the authorized signatory with the relevant fields completed) in 3 copies; in 4 copies if there is a foreign national shareholder)
  4. The specimen signatures of the Directors under the business name of the company(2 copies)
  5. Founders’ statement signed by founders
  6. For non-shareholder Directors, the notarized document of signatures showing that they have accepted the office.   This document should indicate the place of residence, citizenship, TC ID number, if Turkish citizen,  or tax numbers or foreign national ID number, if foreign nationals, of the non-shareholder Director and be attached with the  certified copy of the passport and the unexpired residence permit of the Foreign shareholder, if residing in Turkey.
  1. A notarized copy of the resolution of the legal entity’s competent body made so that it contains the name, last name, address, citizenship and TC ID number (or tax number or foreign national ID number, if foreign national) of the legal entity as well as those of the real person designated by it to act on behalf of it if a legal entity is appointed as a Director and Notarized copy of the residence permit, if residing in Turkey, and a notarized copy of the Turkish translation of the passport of the foreign real person, if designated to act for and on behalf of the legal entity, should be attached.
  2. Certificate indicating the current registration status of the legal entity if the Director is a non-shareholder foreign legal entity (This certificate should be attested by a notary public competent in the jurisdiction to which the legal entity is subject, and by the Turkish Consulate in the same jurisdiction or the Ministry of Foreign Affairs in Turkey or in accordance with the provisions of the Convention Abolishing the Requirement of Legalization for Foreign Public Documents and the translation of it into Turkish should be made and notarized.) If there is a foreign national legal entity shareholder / legal entity authorized signatory, its tax number should be specified in the articles of association. The Trade Registry and Trade Registration Number / tax number of the legal entity as well as the Mersis number should be specified in the articles of association, if the legal entity shareholder is Turkish but has its registered office is outside Istanbul.
  1. Bank receipt signed and sealed as collected, indicating that four in ten thousand of the capital has been deposited in cash/by EFT/transfer to the Competition Authority’s account no. 80000011 (IBAN NO:TR40 0001 2009 4520 0080 0000 11) at Ankara Corporate Branch of Türkiye Halk Bankasi.
  2. Bank letter proving that the minimum amount of share prices as provided for in the relevant law or the articles of association has been paid by each shareholder to the bank account opened, and showing the name / last name / business name of, and amount paid by, each shareholder as well as the total amount paid (If a certain or entire amount of the company capital is subscribed in cash, minimum 1/4 of the nominal value of the shares subscribed in cash should be paid prior to the registration and the remaining amount within twenty-four months after the registration of the company.)
  3. Chamber registration statement (to be signed by the authorized signatories with the photos of shareholders)
  4. The expert’s report on the valuation of the entities and objects to be taken over during formation through the capital in kind to be invested in the company, prepared regarding by the expert appointed by court, and the original or certified copies of the letter of expert appointment issued by court.
  5. The letter to be issued by the Trade Registry and stating that there is no restriction on the capital in kind.
  6. Original of the document verifying that relevant annotation has been put on the registries in which the property invested as the capital in kind, and the intellectual property rights and objects thereof are registered.
  7. Decision of appointment of a guardian issued by the court for the underage shareholder if an underage person, his/her parent(s) or one of his/her parent(s) is a shareholder of the company.
  8. Notarized customs broker license or customs broker assistant license of the shareholders or the authorized signatories appointed externally, for the customs brokerage companies,  or notarized license of the shareholders obtained from the Undersecretariat of Customs for the Authorized Customs Brokerage companies.
  9. A copy of the decision of the Council of Ministers approving the participation of the organizations such as municipalities and other local administrations and the association formed by them if among the founders of the company to be formed.
  10. Formation-related contracts made by the company being formed with the founders and others, including those which are for taking over the objects and entities.

In addition, attention should be paid to the following points:

  • Reminder on the Business Name
  • The minimum capital invested by each shareholder should be TL25.- and multiples of it.
  • When drafting the article of the Articles of Association on capital, the nominal value of the shares and the number of shares owned by each shareholder should be specified.
  •  The names, last names, residence addresses, citizenships and TC ID number (or tax number or foreign national ID number, if foreign national) of all shareholders and managers should be indicated in the Articles of Association.
  • Pursuant to the Article 623/1 of Turkish Commercial Code, minimum one of the shareholders of the company should be appointed as the manager being entitled to manage the company in an unlimited manner and having the power to represent the company.

Formation of Sole Shareholder Limited Liability Companies

For the formation of sole shareholder limited liability companies, application should be made with the documents required for the formation of multiple shareholder limited liability companies.  No additional document is requested.

General Assembly (Decision of Shareholders’ Assembly)

  1. Application letter (it should be signed by the authorized signatory of the company under the seal of the company, be attached with the power of attorney if it is signed by proxy, and contain the document breakdown attached.)
  2. Notarized resolution of General Assembly on the matters to be registered (resolution of Shareholders’ assembly) plus list of participants, if drawn up.  Call procedure in the event that all shareholders do not participate in the assembly: The General Assembly meeting is called by the Directors at least 15 day prior to the day of meeting (exclusive of the day of call and day of meeting).  The Articles of Association may provide for a longer period or a period as short as 10 days.  The General Assembly meeting is called, as provided for in the Articles of Association, by an announcement published in the Turkish Trade Registry Gazette – as well as an announcement on the website of the company, if needed. The shareholders listed in share ledger and the shareholders who have advised their addresses submitting a share certificate or another document evidencing that they are a shareholder, are notified of the date and agenda of the meeting as well as the gazettes on which the relevant announcement are published, by registered mail.  Accordingly, in the event that all shareholders have not participated in the meeting, a copy of the Trade Registry Gazette on which the announcement on meeting was published, and the evidencing documents of notification sent by registered mail should be attached to the application for registration. In addition, if the Articles of Association provides for a special procedure of call, the documents related to such procedure should be attached.
  3. Decision of appointment of a guardian issued by the court for the underage shareholder if an underage person, his/her parent(s) or one of his/her parent(s) is a shareholder of the company.

Amendment to the Articles of Association

For the amendments to the Articles of Associations other than those for capital increase and decrease;

  • Application letter (it should be signed by the authorized signatory of the company under the seal of the company, be attached with the power of attorney if it is signed by proxy, and contain the document breakdown attached.)
  • Resolution of General Assembly (Notarized – in 2 copies; it should include the amendment text for the amended article, as adopted by the General Assembly). Plus list of participants, if drawn up.
  • Call procedure in the event that all shareholders do not participate in the assembly: The General Assembly meeting is called by the Directors at least 15 day prior to the day of meeting (exclusive of the day of call and day of meeting). The Articles of Association may provide for a longer period or a period as short as 10 days. The General Assembly meeting is called, as provided for in the Articles of Association, by an announcement published in the Turkish Trade Registry Gazette – as well as an announcement on the website of the company, if needed. The shareholders listed in share ledger and the shareholders who have advised their addresses submitting a share certificate or another document evidencing that they are a shareholder, are notified of the date and agenda of the meeting as well as the gazettes on which the relevant announcement are published, by registered mail.
  • Accordingly, in the event that all shareholders have not participated in the meeting, a copy of the Trade Registry Gazette on which the announcement on meeting was published, and the evidencing documents of notification sent by registered mail should be attached to the application for registration. In addition, if the Articles of Association provides for a special procedure of call, the documents related to such procedure should be attached.
  • Independent Accountant and Financial Advisor (IAFA) / Certified Public Accountant (CPA) report proving that although the term of the company has expired, it continues its operations and maintains its Equities, accompanied by the certificate of activity of the IAFA/CPA should be submitted if the amendment to the Articles of Association is related to the extension of term.
  • Decision of appointment of a guardian issued by the court for the underage shareholder if an underage person, his/her parent(s) or one of his/her parent(s) is a shareholder of the company.

Source: ITO

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