According to the Turkish Commercial Code, a joint-stock company is a company with a defined capital divided into shares, where the shareholders are only liable for the company's debts up to the amount of their subscribed capital. The question of how to register a joint-stock company in Turkey is answered in this article, as the registration of a joint-stock company is one of the most needed services in practice. This article explains what does joint-stock company refers to, the process of registering a joint-stock company in Turkey, and gives information on tax obligations, share transfer, and dissolution.
What is a Joint-Stock Company?
A joint-stock company is one of the commercial companies listed in the Turkish Commercial Code and is the second most preferred company type after the limited liability company. In a joint-stock company, shareholders are only liable for the company's debts up to the amount of their capital commitment. A joint-stock company can be registered by one or more people, and shareholders can be individuals or other companies. Compared to a limited liability company, a joint-stock company has broader areas of activity. For instance, cryptocurrency exchanges, banks, publicly traded companies, or foreign exchange offices can only operate as joint-stock companies.
Joint-stock companies are the equivalent of companies like "Corporation (Inc., Corp.), Societas Europaea (SE), Aktiengesellschaft (AG), Société Anonyme (SA), Public Limited Company (plc), Società per Azioni (SpA), Sociedad Anónima (S.A.)" in different countries.
Registration of a Joint-Stock Company in Turkey
Joint-stock companies can be registered for any economic purpose that is not prohibited by law. The company's purpose and activities must be specified in the articles of association. To answer the question of how to register a joint-stock company in Turkey, the company's articles of association must first be addressed. The articles of association are essentially the company's constitution and contain its operational principles. After the company's founding members prepare the articles and complete the necessary procedures, they must visit the Trade Registry and sign the agreement before an official. The registration of the company in Turkey is then published in the Turkish Trade Registry Gazette.
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In joint-stock companies, capital is determined and divided into shares. The amount of capital and the shares must be specified in the articles of association. As of 2025, the minimum capital requirement for the registration of a joint-stock company is 250,000 TRY. This is the initial capital, and it can later be increased.
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The company's trade name must also be stated in the articles of association and should be distinctive. Once the articles of association are completed as required by law, the company is officially registered. The company must be registered with the trade registry to gain legal personality and begin its activities.
Shares in joint-stock companies can be issued in various ways as specified by the law. While share transfers cannot be restricted by law, the articles of association can impose restrictions on share transfers. A joint-stock company must have two mandatory organs: the General Assembly and the Board of Directors. Although not mandatory, an auditor may also be appointed.
Choosing a Trade Name for a Joint-Stock Company Registration
The trade name of a joint-stock company is the name that identifies the company in the commercial world, and it must be registered with the trade registry. The name must reflect the company's business and should not cause confusion with other companies. Furthermore, the name must include the phrase "Anonim Şirket" (Joint-Stock Company) at the end. When preparing the articles of association, the company's trade name must be chosen first. The trade name represents the company's official name and must be unique. Therefore, before finalizing the name, a search should be conducted to check if the name has already been used.
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Shareholders of a Joint-Stock Company
Joint-stock companies can be registered in Turkey by local or foreign individuals or companies. There is no requirement for shareholders to be Turkish citizens. However, if the founder is a foreigner, additional procedures must be followed, such as the translation of their passport, obtaining a tax identification number before the registration, registration with the trade registry, issuing a power of attorney in the presence of a sworn translator, or translating documents prepared in a foreign language. If the founder is a foreign company, a translated decision designating the person authorized to represent the company and the latest trade registry records must be provided. Since the registration of a company by foreigners in Turkey requires expertise, it is highly recommended to work with a corporate lawyer in Turkey at this point.
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Purpose and Business Scope of the Company
The purpose of the company must be clearly stated in the articles of association. This should include the industries in which the company will operate and the specific tasks it will undertake, and broad terms should be used to allow for future business activities. In some sectors, certain statements must be included in the articles of association. For example, to establish a health tourism travel agency in Turkey, this information must be included in the company's purpose section.
Company's Headquarters
The headquarters of the company, specified during the registration, refers to the official address where the company will operate. This address must be registered with the trade registry, and if the address changes, a decision must be made by the general assembly, and the new address must be reported to the trade registry. If the business does not require a physical office, a virtual office can be designated as the headquarters.
Company's Duration
A joint-stock company can be registered in Turkey for a fixed period or indefinitely. If the duration is fixed, it must be clearly stated in the articles of association, and a decision to extend the duration must be made before the expiration date.
Capital Requirement for a Joint-Stock Company
A joint-stock company must have a specified amount of capital. The minimum capital requirement for joint-stock companies is 250,000 Turkish Lira. For joint-stock companies that accept the registered capital system, the minimum initial capital requirement can be 500,000 Turkish Lira. The value of the shares committed in cash must be at least one-quarter deposited in a bank account opened in the company's name before registration. The remaining amount must be paid within 24 months following the company's registration. The payment schedule can be determined in the articles of association or later by a decision of the board of directors.
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The capital and its division into shares must be specified in the articles of association. Capital is divided into shares, and the nominal value of each share must be clearly stated in the articles of association. Additionally, the payment method and timeline for the capital must also be defined.
Rights and Obligations of Shareholders
The financial and managerial rights of shareholders, voting rights, dividend rights, and their liabilities for the company's debts should be clearly outlined in the articles of association. Additionally, issues such as share transfer and preemptive rights of shareholders should also be regulated.
Board of Directors
The board of directors is the body responsible for managing the company and making strategic decisions. The number of board members, election criteria, term lengths, and their powers must be specified in the articles of association. Furthermore, the working procedures and meeting formats of the board of directors should also be defined.
General Assembly Meetings
The general assembly is the highest decision-making body of the company and is held with the participation of shareholders. The timing, procedures, participation requirements, and voting procedures for general assembly meetings should be specified in the articles of association.
Company Representation and Signing Authority
The company's representation rights are exercised by the board of directors or designated managers. The articles of association should specify who can sign on behalf of the company and under what authority. These powers can also be restricted when necessary.
Profit Distribution and Reserves
The distribution of profits within the company, the percentage of profits paid to shareholders, and the timing of dividend payments should be outlined in the articles of association. Additionally, the creation and use of mandatory reserves should be regulated.
Dissolution and Liquidation of the Company
The process for the dissolution and liquidation of a joint-stock company should be outlined in the articles of association. A dissolution decision can be made by the general assembly with a specified majority. Further information regarding this process will be provided in the company's articles of association.
Audit Mechanisms
The financial activities of the company can be audited by independent auditors or designated auditors. The auditing schedule and reporting methods should be specified in the articles of association.
How Many People Are Required to Register a Joint-Stock Company in Turkey?
Joint-stock companies are one of the most preferred types of companies after an LLC in Turkey. The founders of a joint-stock company can be individuals or entities. At least one founder is required to register a joint-stock company in Turkey. Therefore, it is possible to register a joint-stock company with a single person, and there is no upper limit to the number of shareholders.
Foreigners have equal rights as Turkish citizens in establishing companies. Thus, the process of establishing a joint-stock company is the same whether done by a Turkish citizen or a foreigner. Therefore, a foreigner does not need to have a Turkish partner to register a company in Turkey.
The process for establishing a one-person joint-stock company is not very different from the establishment of a multi-shareholder company. After preparing the establishment documents, articles of association, and capital contribution, the person may proceed to register the company.
A more comprehensive procedure applies for foreign legal entities wanting to establish a joint-stock company in Turkey. This includes determining the person authorized to represent the founding company and translating the company's trade registry documents.
Tax Obligations for a Joint Stock Company in Turkey
Taxation is an important part of registering a company in Turkey. As per tax laws in Turkey, Joint Stock Companies (JSCs) are subject to various tax obligations that must be fulfilled to ensure compliance with legal requirements. These obligations include corporate income tax, value-added tax, withholding tax, stamp duty, social security contributions, and advance tax payments. Failure to meet these obligations may result in administrative fines and legal consequences. Below is an overview of the primary tax liabilities applicable to JSCs:
- Corporate Income Tax – JSCs are subject to a corporate tax rate of 25% on their net profits. Tax returns must be filed annually.
- Value Added Tax (VAT) – Most goods and services are subject to VAT at rates of 1%, 10%, or 20%, depending on the sector. Monthly VAT declarations are required.
- Withholding Tax – Payments such as dividends, interest, and royalties may be subject to withholding tax, which varies based on the type of income and applicable double tax treaties.
- Stamp Duty – Certain legal documents, such as contracts, declarations, and financial statements, may be subject to stamp duty, typically calculated as a percentage of the document's value.
- Social Security Contributions – Employers must register employees with the Social Security Institution (SGK) and pay social security premiums, which generally range from 32.5% to 37.5% of an employee's gross salary.
- Advance Tax Payments – JSCs must make quarterly advance corporate tax payments based on estimated earnings, which are later offset against the annual corporate tax liability.
Failure to comply with tax obligations can result in penalties and interest charges. It is advisable to work with a professional tax consultant to ensure full compliance with Turkish tax laws.
Corporate Bodies of a Joint-Stock Company
In joint-stock companies, there must be two mandatory bodies: the General Assembly and the Board of Directors. Additionally, although not mandatory, an auditor may also be present. The General Assembly in joint-stock companies consists of shareholders, directors who are not shareholders, and, if applicable, the auditor. The General Assembly has various duties, such as electing and dismissing board members, granting discharge, increasing or reducing capital, and making changes to the articles of association. The Board of Directors is responsible for managing and representing the company. Apart from the duties of the General Assembly, the Board of Directors is tasked with making decisions on all matters related to the company. Board members can be selected from shareholders or external individuals.
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Types of Shares and Transfer in Joint-Stock Companies
In joint-stock companies, shares are classified into two types based on their nature: registered shares and bearer shares. Registered shares are associated with the shareholder's name, and their transfer is subject to certain conditions, while bearer shares do not include the shareholder's name, and their transfer can be made much more easily and quickly. Sometimes, certain shareholders may be granted superior rights over others, such as dividends, liquidation shares, preemption rights, and voting rights; these are called preferred shares. According to the Turkish Commercial Code, the number of shares corresponds to the number of certificates that can be issued. This shows that share certificates (stocks) can be issued, and for shares that are not represented by certificates, a certificate does not need to be issued. Shares that are not represented by certificates are referred to as naked shares.
How to Transfer Shares in a Joint-Stock Company?
In joint-stock companies, the transfer of shares varies depending on the type of share being transferred. The transfer of shares not represented by certificates is not explicitly regulated in the Commercial Code, but this does not prevent the transfer of such shares. These shares can be transferred via an assignment of claims made in writing. A share register is maintained for shares that are not represented by certificates.
Registered share certificates are considered as bearer instruments under the law and can be transferred just like bearer instruments. The transfer of registered share certificates requires endorsement and delivery of the certificate. Registered shares cannot be claimed against the company unless they are recorded in the share register.
Bearer share certificates can be transferred easily and quickly just by transferring the certificate itself. The transfer of bearer shares and their transactions must be reported to the Central Securities Depository (CSD). A transfer not registered with the CSD will not be enforceable against the company.
The transfer of shares in joint-stock companies may be limited by legal restrictions or restrictions imposed by the company's articles of association in exceptional cases. A legal restriction may include unpaid shares, where the transfer would require the company's approval.
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Termination of a Joint-Stock Company
The reasons for the termination of a joint-stock company are enumerated in the Turkish Commercial Code. If the company does not continue its operations after the expiration of its duration, the company will be terminated upon the expiration of the term in the articles of association. Continuing operations after the term has expired results in the company becoming indefinite. Additionally, termination occurs when the company's purpose becomes impossible to achieve, a decision by the General Assembly, other termination reasons specified in the articles of association, a declaration of bankruptcy, or other termination reasons specified in the law.
Termination reasons for joint-stock companies are listed in the law. If any of these reasons exist, the company enters the liquidation process, and the phrase "in liquidation" is added to the company's trade name. Liquidation is carried out by liquidators appointed through the articles of association or the decision of the General Assembly. It is recommended to work with a law firm in Turkey for quicker and more accurate results during the liquidation process, just as in the company's establishment.
A company that has terminated enters into liquidation. A company in liquidation maintains its legal personality, including its relationships with shareholders, until the end of the liquidation process and uses its trade name with the phrase "in liquidation." In this state, the powers of its organs are limited to the purpose of liquidation.
How to Liquidate a Joint-Stock Company?
The liquidation process is carried out by the liquidators. The liquidator may be appointed by a General Assembly decision or by the company's articles of association. If no liquidator has been appointed, the Board of Directors will manage the liquidation process. Regardless of how the liquidator is appointed, the Board of Directors must register and announce the liquidator in the commercial registry. If the court decides to dissolve the company, the appointment of the liquidator will also be made by the court.
Once the liquidator is appointed and starts their duties, they first review the company's status and prepare a balance sheet and inventory of the assets and financial condition for the General Assembly's approval. Upon approval of the inventory and balance sheet, the liquidator takes control of all the company's assets, documents, and records. The liquidator then notifies all company creditors, as specified by law, and calls them to submit their claims. Following these procedures, the company moves to the distribution phase of liquidation. First, the company's debts are paid, and the share contributions are refunded. Afterward, unless otherwise stipulated in the articles of association, the remaining amount is distributed among the shareholders based on their paid-in capital and preferential rights. The company's records must be kept for at least 10 years. The liquidation process is completed when the liquidator requests the removal of the company's trade name from the registry.
FAQs
How long does it take to establish a joint-stock company in Turkey?
The process usually takes between 1-2 weeks, depending on the completeness of the documents and procedures.
Can foreigners open a joint-stock company in Turkey?
Yes, foreigners have the right to establish joint-stock companies in Turkey, following the same procedures as Turkish citizens.
Can shares in a joint-stock company be transferred?
Yes, shares can be transferred, but the articles of association may set certain restrictions on share transfers.
Can an American open a business in Turkey?
Yes, an American can open a business in Turkey. Foreign nationals, including Americans, have the legal right to establish various types of businesses, such as Limited Liability Companies (LLCs) or Joint-Stock Companies. The process involves choosing the right business structure, meeting minimum capital requirements, registering the business with the Turkish Trade Registry, and obtaining necessary licenses. Additionally, an American entrepreneur needs a Turkish tax identification number and a business bank account.
What is the minimum capital requirement for a joint-stock company?
In 2025, a join stock company in Turkey can be registered with the minimum capital requirement of250,000 Turkish Lira.
CONCLUSION
The question of how to register a joint-stock company in Turkey is one of the most frequently asked topics among those wishing to set up such a company. Joint-stock companies are a type of capital company regulated under the Turkish Commercial Code and are the second most common type of company registered in Turkey. Certain activities can only be carried out by joint-stock companies, and share transfers in joint-stock companies are easier compared to limited liability companies. Joint-stock companies can be registered by a single local or foreign individual, or by multiple individuals, with a minimum capital of 250,000 TL. The company's articles of association, which serve as the constitution of the company, must be prepared with the help of a lawyer.
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.
