Turkish Commercial Law No: 6762 has been amended on January 2011. The New Turkish Commercial Law No: 6102 will come into force on 01 July 2012. There are some amendments about establishment of a limited company in the New Turkish Commercial Law.

In order to set up a limited company in Turkey, firstly an Articles of Association must be prepared profesionally. Next, founders must apply to Trade Registry Office together with required documents. After getting the Certificate of Incorporation, the company is registered to Trade registry, announced in Trade Registry Gazzette (costs approximately 40 TL) and acquired the legal personality.

  Before 01 July 2012 After 01 July 2012
Number of Founders A Limited Company in Turkey can be set with at least 2, at most 50 founders. The founders can be real persons or legal entities. A Limited Company in Turkey can be set with at least 1, at most 50 founders. The founders can be real persons or legal entities.
Amount of the minimum capital Minimum capital requirement is 5.000 TL. Minimum capital requirement is 10.000 TL.
The content of the Articles of Association Compulsory Provisions: The trade name, Registered address of the Company, field of operation, the amount of capital, the amount to be paid by each member as his contribution to the capital, form of announcements and period of the company. Compulsory provisions: The trade name, Registered address of the Company, field of operation, the amount of capital, the amount to be paid by each member as his contribution to the capital, form of announcements and period of the company. Addition to them, some provisions will be binding only if they are stated in the Articles of Association clearly.
  The trade name must be in Turkish and must contain the statement "Limited Company". If it involves a name and surname of a real person, company type cannot be abbreviated (Art. 45 of Turkish Commercial Code). Applicants should check with a Trade Registry Office to find out if their trade names have already been registered. The trade name must be in Turkish and must contain the statement "Limited Company". If it involves a name and surname of a real person, company type cannot be abbreviated (Art. 45 of Turkish Commercial Code). Applicants should check with a Trade Registry Office to find out if their trade names have already been registered.
ESTABLISHMENT  
Capital 25% of the cash capital must be fully paid within three months from the date of incorporation. The remainder must be paid up within three years. The cash capital must be paid immediately and completely before the registration. Namely, payment by installments is not possible anymore.
Required Documents A written request for registration (petition) A written request for registration (petition)
Notarised specimens of signature of persons who are authorized to represent the company Notarised specimens of signature of persons who are authorized to represent the company. This takes one day and costs approximately 100,00 TL
Three notarised copies of the Articles of Association must be submitted to Trade Registry Office within 15 days from the notarisation date. This takes 2 days and costs approximately 780,00 TL. Three notarised copies of the Articles of Association must be submitted to Trade Registry Office within 15 days from the notarisation date. This takes one day and costs approximately 900,00 TL.
Letter of Commitment This takes 2 days and costs approximately 700 TL. Letter of Commitment This takes 2 days and costs approximately 700 TL.
Notarised Legal Books. takes one day and costs approximately 60 TL. Notarised Legal Books. This takes one day and costs approximately 92,00 TL
Bank receipt of the deposit of guaranteed amount of capital Bank receipt of the deposit of the whole capital
  Bank receipt of deposit for 0.04% of the capital held by the Competition Authority. This takes 1 day and costs approximately 50,00 TL. Bank receipt of deposit for 0.04% of the capital held by the Competition Authority. This takes 1 day and costs approximately 50,00 TL.
For founders who are real persons of Turkish Nationality, certified copies of their ID certificates and residence certificates. For founders who are real persons of non-Turkish nationalities, a copy of the person's passport to be presented together with the passport or its notarised copy. For foreign legal entity shareholders, the original copy and a notarised translation of the Certificate of Business Activity issued by the competent authorities approved by the related Turkish Consulate. For founders who are real persons of Turkish Nationality, certified copies of their ID certificates and residence certificates. For founders who are real persons of non-Turkish nationalities, a copy of the person's passport to be presented together with the passport or its notarised copy. For foreign legal entity shareholders, the original copy and a notarised translation of the Certificate of Business Activity issued by the competent authorities approved by the related Turkish Consulate.
If there are movable and immovable assets or any rights to be brought in as capital, an expert's report for determining the value of these assets and the court decision for this report. If there are movable and immovable assets or any rights to be brought in as capital, an expert's report for determining the value of these assets and the court decision for this report.
    Process Auditor's Report

After the Company is announced in the Trade Registry Gazzette, company must enroll to relevant Chamber of Commerce. This takes 1 day and costs approximately 490 TL. Required documents for registration are available below.

  • The original or notarised copy of the Trade Registry Gazzette which includes the announcement of the Company or Certificate of Trade Registry and the notarised copy of the Articles of Association.
  • Notarised specimens of signature of persons who are authorized to represent the company
  • For founders who are real persons of Turkish Nationality, certified copies of their ID certificates and residence certificates. For founders who are real persons of non-Turkish nationalities, a copy of the person's passport to be presented together with the passport or its notarised copy.

After enrollment to relevant Chamber of Commerce, the company must apply to Tax Office in order to be a "Corporate Tax Payer". Required documents for registration are available below.

  • A written request (petition)
  • The original or notarised copy of the Trade Registry Gazzette which includes the announcement of the Company
  • Notarised specimens of signature of persons who are authorized to represent the company
  • Tax Certificate
  • Deed of business place or rental agreement

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.