Joint Stock Companies

A joint stock company is a company whose capital is determined and divided into shares, and which is liable for its debts only with its assets (TTK Article 329). The trade name can be determined freely, provided that the phrases indicating the business subject and the company type are in Turkish (Communiqué on Trade Names Art. 4/1). In the trade name; It is mandatory to include the phrase “joint stock company” and indicate its field of activity (TTK Article 43).

The minimum capital amount is 250,000 Turkish Liras. For non-public joint stock companies that accept the registered capital system, the initial capital can be at least 500,000 Turkish Liras (TTK article 332). At least one quarter of the nominal value of the shares committed in cash must be paid before registration. The remaining amount is paid within 24 months following the registration of the company (TTK article 344). The payment schedule can be regulated in the company’s articles of association or determined by the board of directors (TTK article 481).

Joint stock companies carrying out certain fields of activity and joint stock companies exceeding the threshold values of criteria determined according to total balance sheet assets, annual net sales revenue and number of employees are subject to independent audit (TTK Article 397 et seq.).

1-) Petition

It must be signed by the company’s board of directors or members authorized to represent it; The tax office to which the company will be affiliated must be specified and the attached document must be included.
In the petition; The company’s title, capital, headquarters, opening date and the subject of its actual activity on this date should be clearly shown together with the NACE code, and it should be written that this information is correct and that if it is determined otherwise, the responsibility belongs to the person or persons who signed the petition (Trade Registry Regulation art. 24/1). .

2-) Chamber registration declaration

It must be signed by the authorities and there must be photographs of the partners.

3-) Establishment notification form

If the partner is a foreign national or a Turkish citizen whose residence address is abroad, an establishment notification form is issued (1 copy).
The relevant fields must be filled in and signed by the authorized person.4-) Turkish translation and notarized copies of the passports of the real person partners of foreign nationality, tax identification numbers obtained from the tax office or a document showing the identification numbers specific to foreigners, as well as a notarized residence permit if they reside in Turkey.5-) If the articles of association prepared in MERSİS will be signed by the partners, the partners must be present in the relevant unit at the appointment time.If the articles of association will be signed by proxy, there is no need for the partners to come to the Directorate if the original or notarized copy of the power of attorney is presented, it is sufficient for the person to whom the power of attorney is given to come.

6-) Signature Declaration of Officials (Click for information about signature declarations).

If the company’s articles of association are signed by proxy and the partner/partners are also authorized to represent the company, there is no need to submit a separate signature declaration, provided that the power of attorney containing the wet signature of the partner/partners is submitted to our Directorate (Communiqué on the Signing of the Company Establishment Agreement at the Trade Registry Offices Art. 13/A). ).
Signature declarations of persons authorized to represent the company, other than the partners, can be prepared in our Directorate or other Trade Registry Offices to be sent to our Directorate, or can be prepared in a notary public (Trade Registry Regulation art. 69/1-i).7-) The portion corresponding to four ten thousandths of the capital belonging to the Competition Authority share must be deposited to the chamber cashier (Trade Registry Regulation Art. 69/1-d).8-) Without prejudice to the provisions of the company’s articles of association and the Capital Markets Law No. 6362 regarding the payment of share prices, the partners of the company who deposit money into the bank account opened for at least twenty-five percent of the share prices to be deposited in the bank in accordance with the Law; Bank letter showing the name-surname/title of each partner and the total deposited amount (Commercial Registry Regulation art. 69/1-c).If all or part of the company capital is committed in cash, at least ¼ of the nominal value of the shares committed in cash must be paid before registration, and the remaining part must be paid within twenty-four months following the registration of the company.
Receipt alone is not accepted.

9-) In case of capital in kind;

Decision to appoint an expert.
The original or certified copy of the court’s decision to appoint an expert (Trade Registry Regulation article 69/1-d).
Expert report.
The original or certified copy of the expert report on the valuation prepared by the experts appointed by the court regarding the determination of the value of the enterprises and in-kind assets to be acquired during the establishment with the capital in kind (Trade Registry Regulation article 69/1-d).
Court order.
The original or certified copy of the court decision regarding the approval of the expert report (TTK article 343).
The original copy of the letter obtained from the relevant registry stating that there is no limitation on the capital in kind (Trade Registry Regulation article 69/1-e).
The original document showing that the immovable property, intellectual property rights and other values invested as capital in kind have been annotated to the registry where they are registered (Trade Registry Regulation article 69/1-f).

**(Declaration that it will be invested as capital in kind.)

10-) Contracts made with the company being established, the founders and other persons and related to the establishment, including those regarding the acquisition of the month and business (TTK art. 336/1 – Trade Registry Regulation art. 69/1-g).

11-) For companies whose establishment is subject to the permission or approval of the Ministry or other official institutions, the original of this permission or approval letter (Trade Registry Regulation Art. 69/1-ğ).

12-) Document stating that non-shareholder board members accept this duty (Trade Registry Regulation article 69/1-h).

In this document; place of residence, nationality, T.R. If the citizen is a citizen, his identification number must be stated, if he is a foreign national, his tax identification number or an identification number for foreigners must be stated. If he is a foreign national, a notarized passport copy with a Turkish translation must be attached and a notarized residence permit must be included for the foreign national who resides in Turkey.

13-) In case the legal entity is elected to the board of directors, the real person who will act on behalf of the legal entity together with the legal entity elected as a member of the board of directors and is determined by the legal entity elected to the board of directors; name-surname, address, nationality and TR. A notarized copy of the authorized body decision of the legal entity board member taken to include the identification number (tax identification number for foreign nationals or identification number specific to foreigners) (Trade Registry Regulation art. 69/1-ı).

If the legal entity is a foreign national, this decision must be approved by the Consulate of the Republic of Turkey in the country where the company is located or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents, and their notarized Turkish translations must be made.
If the real person representative designated by the legal entity is a foreign national and resides in Turkey, a copy of the residence permit and a notarized passport with a Turkish translation.

14-) If the board member/partner is a foreign legal entity, a document containing the current registry records of the legal entity.

This document must be approved by the Consulate of the Republic of Turkey in the country where the company is based or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents, and a notarized Turkish translation must be made (Trade Registry Regulation art. 32/2).
If there is a foreign legal person authorized person / legal person partner, the tax identification number must be stated in the articles of association.

15-) The mother and father of the minor company partner or the mother/father.
In case anyone becomes a partner in the company, the court’s decision to appoint a trustee for the minor partner (Communiqué on the Signing of the Company Establishment Agreement at the Trade Registry Offices, article 5/5).The company contract must be signed by the trustee on behalf of the minor.16-) In the establishment of a customs consultancy company, a notarized customs consultancy permit must be submitted for all partners and, if any, those authorized to represent the company without restriction other than the partners. In authorized customs consultancy companies, an authorized customs consultancy certificate must be submitted for all company partners and those authorized to represent and bind the company.17-) A copy of the Presidential Decree allowing the participation of these institutions/organizations in case municipalities and other local administrations and their unions are among the founders of the company to be established.
ALSO, THE FOLLOWING ISSUES SHOULD BE CONSIDERED:

Reminder about Trade Name
A person cannot be appointed as authorized to have unlimited representation, both individually and jointly.
In the articles of association, the names and surnames of all partners and board members as well as their place of residence, citizenship and Turkish Republic are stated. identification numbers (tax identification number of foreign nationals or identification number specific to foreigners) must be specified.

ESTABLISHMENT OF JOINT STOCK COMPANIES WITH SINGLE SHAREHOLDERS

For joint stock companies with a single shareholder, and for joint stock companies with more than one shareholder, the application must be accompanied by the above documents. Additionally, no other document is requested (Trade Registry Regulation article 83).

1-) Petition

It must be signed by the authorized person with the company stamp and must include the attached document.

2-) Board of directors decision

A notarized copy of the board of directors’ decision book.

ATTENTION: By clicking on the “Change Preview” button before the transaction is sent for approval in MERSİS; It should be checked whether the resulting address information matches the address information written in the decision. The address information in the decision must be the same as the address appearing in the “Change Preview” section.

1-) Petition

It must be signed by the authorized person with the company stamp.

2-) The old address information of the company should also be included in the municipality letter.

The old address information specified must be the same as the address information last registered in the trade registry records.
The municipality letter must be addressed to the company and the original or certified copy of the letter must be submitted.

1-) Petition

It must be signed by the authorized person with the company stamp and must include the attached document.
In the petition; The company’s title, capital, opening date and the subject of its actual activity on this date should be clearly shown together with the NACE code, and it should be written that this information is correct and if it is determined otherwise, the responsibility belongs to the person or persons who signed the petition (Trade Registry Regulation article 24).

2-) Chamber registration declaration

Şube yetkilisi tarafından imzalanmalı, şube yetkilisinin fotoğrafı bulunmalıdır.

3-) Board decision

A notarized copy of the board of directors’ decision book.
The opening of a branch and the conversion of an additional workplace registered under the central registry into a branch under a separate registry number are made by a notarized authorized body decision.

4-) Signature declaration of the branch representative (Trade Registry Regulation article 120/1-e). Click for information about signature declarations.

5-) This permission or approval letter for branches whose opening is subject to the permission or approval of the Ministry or other official institutions (Trade Registry Regulation art. 120/1-a).

1-) Petition

It must be signed by the authorized person with the company stamp and must include the attached document.

2-) Board of directors decision.

A notarized copy of the board of directors’ decision book

1-) Petition

It must be signed by the authorized person with the company stamp and must include the attached document.
In the petition; The company’s title, capital, opening date and the subject of its actual activity on this date should be clearly shown together with the NACE code, and it should be written that this information is correct and if it is determined otherwise, the responsibility belongs to the person or persons who signed the petition (Trade Registry Regulation article 24).

2-) Chamber registration declaration

It must be signed by the authorities and there must be photographs of the partners.

3-) General assembly decision.

A notarized copy of the general assembly decision and discussion book.
The new form of the changed central article of the articles of association must be included in full text.
If the amendment text is added to the general assembly, it must be signed by the board members with the company stamp.

4-) For joint stock companies subject to Ministry permission, the original Ministry permission letter and the Ministry-approved amendment text.

5-) The original copy of the letter of appointment of the Ministry representative in meetings where it is obligatory to have a Ministry representative (Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Attended at These Meetings, article 32).

6-) The original of the list of attendees (Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings, art. 16/3).

In companies with a single shareholder, except for companies whose articles of association amendment procedures are subject to Ministry permission, it is not mandatory to prepare a list of those who can attend the general assembly meeting by establishing a chairmanship (Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Ministry Representatives to Attend These Meetings, article 14/2). ).

7-) Document obtained from the Trade Registry Office, where the headquarters is transferred, in accordance with Article 111 of the Trade Registry Regulation.

😎 Establishment Notification Form

If the partner is a foreign national or a Turkish citizen whose residence address is abroad, an establishment notification form is issued (1 copy).
The relevant fields must be filled in and signed by the authorized person.

WARNING: GENERAL ASSEMBLY INTERNAL DIRECTIVE

The board of directors of the joint stock company prepares an internal directive containing the rules regarding the working principles and procedures of the general assembly, the minimum elements of which have been determined by the Ministry, and puts it into effect after the approval of the general assembly. This internal directive is registered and announced (TTK article 419/2).

The internal directive of the general assembly, which will be prepared in accordance with the provisions of the “Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Attended at These Meetings”, must be submitted for approval at the first ordinary / extraordinary general assembly meeting (Art. 40/4). The internal directive regarding the general assembly meeting procedures and principles must be signed by the board member and the meeting chairman, and the internal directive text must be submitted as a copy.
Companies subject to special laws must accept and register the general assembly internal directive, taking into account the special legislation provisions to which they are subject (Art. 40/2).
Joint stock companies with a single shareholder must also prepare a general assembly internal directive, and this internal directive must be approved and registered by the company’s general assembly (Art. 43/1).
There is no need if there is a previously registered general assembly internal directive in the company’s file.

1-) Petition

It must be signed by the authorized person with the company stamp and must include the attached document.

2-) General assembly decision (Trade Registry Regulation article 71/1-b).

A notarized copy of the general assembly decision and discussion book.

3-) Original copy of the list of attendees (Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings, art. 16/3, 29/1).

4-) The original copy of the letter of appointment of the Ministry representative in meetings where it is obligatory to have a Ministry representative (Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to be Attended at These Meetings, article 32).

5-) If there is participation by proxy in the general assemblies of single-shareholder joint stock companies where there is no Ministry representative, the original of the power of attorney issued before a notary must be presented.

THINGS TO BE CONSIDERED:

Companies subject to independent audit must comply with TCC art. According to Article 399, it is mandatory to elect an independent auditor for one year; The auditor’s name and surname or title (all), address information, tax identification number, Trade Registry Office to which he is affiliated, trade registry number and MERSIS number must be included in the general assembly minutes (Declaration Sample) (Trade Registry Regulation art. 108/6) .
If there is more than one legal entity on the board of directors; A separate real person must be determined for each legal entity (TTK article 359/2).
The same natural person should not be designated as representative for more than one legal entity.
If the legal entity is elected to the board of directors;
The legal entity elected as a member of the board of directors and the real person who will act on behalf of the legal entity and is determined by the legal entity elected to the board of directors; name-surname, address, nationality and TR. A notarized copy of the authorized body decision of the legal entity board member, which includes the identification number (tax identification number for foreign nationals or identification number specific to foreigners), must also be submitted (Trade Registry Regulation art. 69/1-ı).
If the legal entity is a foreign national, this decision is made by the Consulate of the Turkish Republic or the Republic of Turkey in the country where the company is located. Turkish translations must be certified by the Ministry of Foreign Affairs or in accordance with the provisions of the Convention on the Abolition of the Obligation to Certify Foreign Official Documents and notarised.
If the member of the board of directors of the legal entity is a foreign national, the document containing the current registry records of the legal entity must be submitted (This document must be approved by the Consulate of the Republic of Turkey in the country where the company is located or in accordance with the provisions of the Agreement on the Abolition of the Obligation to Certify Foreign Official Documents, and their notarized Turkish translations must be made. required).
If the legal entity board member is of Turkish nationality but headquartered outside Istanbul, the Trade Registry Office where the legal entity partner is registered and the trade registry number / tax identification number and MERSİS number must be specified in the decision / amendment agreement.
If the natural person determined by the legal entity is a foreign national and resides in Turkey, a notarized residence permit and a notarized passport copy with a Turkish translation must also be submitted.
If there is a foreign legal entity signature authority / board member, the tax identification number must be stated in the general assembly minutes.
In joint stock companies with legal entity board members, in the distribution of duties and representation decisions, the duties and authority should be given to the legal entity board member. In addition, the minutes include the name-surname, place of residence, citizenship, Turkish Republic of the real person representative of the legal entity board member. Identity number, if a foreign national, tax identification number or identification number specific to foreigners must be stated. If the residence address of the foreign natural person representative is in Turkey, a notarized residence permit must be attached (Decision sample).
If the board of directors has been elected at the general assembly meeting but the authority of representation has not been determined, the signature declaration of all board members must be submitted. If the authority to represent has been determined, it is sufficient to submit only the signature declaration of the persons authorized to represent.
In the general assembly decision, the members of the board of directors are T.R. identification numbers (tax identification number of foreign nationals or identification number specific to foreigners) must be specified.
If persons who are not shareholders at the general assembly meeting are elected as board members, they must be declared candidates for this position or that they have accepted the position.

zıllı declaration.
In this document; place of residence, nationality, T.R. If the citizen is a citizen, his identification number must be stated, if he is a foreign national, his tax identification number or an identification number for foreigners must be stated. If he is a foreign national, a notarized passport copy with a Turkish translation must be attached and a notarized residence permit must be included for the foreign national who resides in Turkey.
In the decisions of the general assembly and the board of directors, the names of the officials should be written without abbreviation.

WARNING: GENERAL ASSEMBLY INTERNAL DIRECTIVE

In addition to the documents prepared under the title “Joint Stock Company General Assembly Procedure”;

In companies whose articles of association are subject to the permission or approval of the Ministry or other official institutions, the original copy of the Ministry’s permission letter or approval letter must be submitted (Trade Registry Regulation Art. 71/1-a).
For amendments to the articles of association other than capital reduction, increase and simultaneous reduction-increase, a copy of the draft amendment must be attached in addition to the general assembly documents (Trade Registry Regulation art. 71/1-c). The amendment bill may be included in the general assembly minutes.
If the decision of the general assembly regarding the amendment of the company’s articles of association violates the rights of the privileged shareholders, a notarized copy of the decision stating that the general assembly decision was approved by the special assembly of privileged shareholders (Trade Registry Regulation Art. 71/1-d).

WARNING: GENERAL ASSEMBLY INTERNAL DIRECTIVE