Turkey's strategic location, bridging Europe and Asia, makes it an attractive destination for foreign and local entrepreneurs looking to establish businesses. Registering a company in Turkey is streamlined through the Company Registration Office, which operates under the guidance of the Turkish Commercial Code.
The Turkish Commercial Code (Law No. 6102) governs the formation, management, and dissolution of companies in Turkey. Key aspects of the code include:
- Corporate Governance: Clear guidelines for company structure and shareholder rights.
- Financial Auditing: Obligations for companies to maintain transparent accounting and reporting.
- Shareholder Rights: Protections for minority shareholders and regulations for share transfers.
- Company Mergers and Dissolution: Rules for winding up or merging companies.
Familiarity with the Turkish Commercial Code is essential for businesses to ensure legal compliance and protect their interests.
This guide provides an in-depth understanding of the process, requirements, and the roles of various institutions involved.
Overview of the Turkey Company Registration Office
The Company Registration Office is responsible for overseeing the incorporation and legal registration of businesses in Turkey. Managed by Ticaret Sicili Müdürlüğü (Trade Registry Office), it functions under the governance of the Ministry of Customs and Trade. The office ensures compliance with Turkish Commercial Code (Law No. 6102) and handles essential procedures such as:
- Registering the legal entity
- Updating any changes in corporate structure or details
- Liquidation the legal entity
- Publishing in the Trade Registry Gazette
- Verifying corporate documents
Registering a Legal Entity by the Company Registration Office in Turkey
One of the first steps to starting a business in Turkey is registering a legal entity through the Company Registration Office. This process is governed by the Turkish Commercial Code and ensures that businesses are compliant with national regulations, enabling them to operate legally.
Why Register a Legal Entity in Turkey?
- Access to the Turkish Market: Registering a legal entity allows businesses to legally operate, access local markets, and participate in Turkey's thriving economy.
- Tax Benefits: Registered companies enjoy tax benefits, including corporate tax deductions and the ability to register for VAT (Value Added Tax).
- Legal Protection: Incorporation ensures your business is protected under Turkish law, giving credibility and ensuring compliance with local regulations.
Step-by-Step Process of Registering a Legal Entity in Turkey
1- Choose the Type of Legal Entity
The first step in registering a legal entity in Turkey is selecting the appropriate business structure. Each type has its own requirements, benefits, and limitations:
- Joint Stock Company (JSC – Anonim
Şirket)
- Suitable for larger ventures
- Minimum capital: 250,000 TRL
- Owned by shareholders (min 1 – max ∞)
- Managed by a Board of Directors
- Limited liability for shareholders
- Limited Liability Company (LLC – Limited
Şirket)
- Commonly chosen by small and medium-sized enterprises
- Minimum capital: 50,000 TL
- Owned by shareholders (min 1 – max 50)
- Limited liability for shareholders
- Collective Company (Kollektif Şirket)
- Formed by two or more individuals
- Partners have unlimited liability for company debts
- Commandite Company (Komandit Şirket)
- Has both limited and unlimited partners
- Suitable for smaller partnerships
- Branch Office and Liaison
Office
- For foreign companies looking to expand without full incorporation
2- Draft the Articles of Association through MERSIS System
The Articles of Association (AoA) are a critical document that outlines the structure, purpose, and internal rules of your business. This must include:
- Company name and address
- Shareholder information
- Scope of business activities
- Capital structure and share allocation
- Appointment of directors and managers
The AoA must comply with the Turkish Commercial Code, in some case it should be notarized before submission.
3- Apply to the Trade Registry Office
The next step involves applying to the Trade Registry Office (Ticaret Sicil Müdürlüğü), which is responsible for processing company registration applications. The required documents include:
- Articles of Association
- Capital Deposit Letter from the bank for JSC
- Proof of Address (lease agreement or ownership proof)
- Shareholder Identification (passport or Turkish ID)
- Signature Declarations of company directors and authorized signatories
- Taxpayer Identification Numbers (especially for foreign shareholders)
- Board of Directors' Resolution (if applicable)
The application process is now streamlined through MERSIS, the online Central Trade Registry System, making it easier to submit documents and track the application.
4- Deposit Initial Capital
If you choose the JSC type of company, the initial capital which is part of the capital of company, must be deposited in a bank. The initial capital of the company is 1/4 of the total capital. This capital ensures the financial sustainability of the company and is a basic requirement for registration. After the deposit, the bank issues a letter confirming the receipt, which will be requested by the registry office.
5- Publication in the Turkish Trade Registry Gazette
Once approved, the company's details are published in the Turkish Trade Registry Gazette. This step officially registers the legal entity and ensures the public can verify the company's legal status.
Timeframe and Costs for Company Registration in Turkey
- Timeframe: Registering a company in Turkey typically takes between 5-10 working days, provided all documents are in order.
- Costs: The total costs include:
- Notary fees for the Articles of Association and other documents.
- Trade Registry Office fees for processing the application.
- Publication fees for the Turkish Trade Registry Gazette.
- Legal fees (optional, if using legal consultancy services).
Updating Changes in Corporate Structure or Details
As businesses grow and evolve, it is crucial to keep corporate records up to date, especially in a regulated business environment like Turkey. Whether you are updating the board of directors, changing the company's address, modifying its capital structure, or making other significant changes, it is mandatory to notify the Company Registration Office. Failure to report these updates can lead to legal complications and penalties.
Why Updating Corporate Changes is Essential
- Legal Compliance: Under the Turkish Commercial Code (TCC), companies must keep their registration details current. This ensures that both the public and authorities can access accurate company data.
- Transparency: Keeping records updated promotes transparency with shareholders, clients, suppliers, and government bodies.
- Avoid Penalties: Failing to update changes within the required timeframe may lead to fines or legal actions against the company.
What Corporate Changes Must Be Updated?
Here are the common corporate changes that must be registered with the Trade Registry Office (Ticaret Sicil Müdürlüğü) in Turkey:
1. Change in Company Address
If a company relocates its headquarters or establishes a new branch office, it must notify the Company Registration Office. This includes:
- Moving within the same city or to a new city
- Opening additional branches or closing existing ones
2. Changes in Board of Directors or Management
Updates to the company's leadership, such as the appointment or resignation of directors, managers, or auditors, must be registered. This includes:
- Appointment or removal of board members
- Changes in company managers or authorized signatories
3. Capital Increase or Decrease
Modifications to the company's share capital must be reported, including:
- Capital Increase: Issuance of new shares or increasing the company's paid-in capital.
- Capital Decrease: Reducing the company's capital or buying back shares.
4. Change in Shareholder Structure
Any transfer of shares, new shareholder additions, or changes in ownership percentages should be updated in the Trade Registry. This ensures that the shareholder registry is always accurate.
5. Amendment of Articles of Association
If there are any changes to the Articles of Association (AoA), such as altering the company's scope of business or company name, these amendments must be submitted to the Trade Registry Office.
6. Merger, Acquisition, or Dissolution
When companies merge, acquire other businesses, or are dissolved, these changes must be registered. This also includes partial divisions or spinoffs.
7. Company Type Conversion
A company may wish to change its legal structure, for example, from a Limited Liability Company (LLC) to a Joint Stock Company (JSC). Such conversions require updating the Trade Registry.
Step-by-Step Process for Updating Corporate Changes
1. Draft the Necessary Resolutions or Documents
For any corporate change, a Board of Directors' resolution or a General Assembly meeting resolution (depending on the nature of the change) is required. This resolution should outline the decision and be signed by the relevant authorities within the company.
For example:
- Address change requires a board decision.
- Changes in shareholders or capital structure need approval through the General Assembly.
Ensure that the documents are notarized and comply with Turkish legal standards.
2. Submit the Change via MERSIS
Turkey has digitized much of the corporate registration process through the MERSIS system (Central Trade Registry System). Businesses must submit their corporate updates online through MERSIS, where they can also track the status of their application.
- Log into the MERSIS portal using the company's unique MERSIS number.
- Submit the necessary documents, such as the notarized resolution, updated Articles of Association (if applicable), and any other supporting documentation.
- MERSIS will automatically update the company's records and alert the relevant authorities, such as the Tax Office, Social Security Institution (SGK), and other regulatory bodies.
3. Submit Supporting Documentation to the Trade Registry Office
In addition to submitting updates via MERSIS, certain changes still require a physical submission of documents to the local Trade Registry Office. For example:
- Change of Address: Proof of new address (such as a lease agreement) may be required.
- Capital Increase or Decrease: Bank statements verifying the capital transaction.
- Changes in Board Members: Notarized identity documents and signed declarations from the new board members.
4. Publication in the Trade Registry Gazette
Once approved, the changes are published in the Turkish Trade Registry Gazette. This step officially records the changes made to the company and allows the public to verify the current status of the company.
5. Notify Relevant Authorities
Depending on the type of change, other government bodies may need to be informed. For instance:
- Tax Office: Any changes in the company address, capital, or shareholder structure must be reported to the Local Tax Office to update the company's tax records.
- Social Security Institution (SGK): If there are changes to the company's workforce or management structure, the SGK must be notified to adjust social security contributions.
- Banks and Financial Institutions: Ensure that changes in the company's authorized signatories, shareholders, or capital are reflected in banking records.
Timeframe and Costs for Updating Corporate Changes
The timeframe for updating corporate records varies depending on the complexity of the change and the accuracy of the submitted documents. However, the typical processing time is between 5 to 10 working days.
Costs Involved:
- Notary Fees: For notarizing resolutions, updated Articles of Association, and identity documents.
- Trade Registry Fees: These depend on the type of change being registered. The Trade Registry Office typically charges a fee for processing and publication in the Trade Registry Gazette.
- Publication Fees: Fees associated with publishing changes in the Turkish Trade Registry Gazette.
Liquidation the Legal Entity in Turkey
Legal Entity liquidation in Turkey is a structured process governed by the Turkish Commercial Code (Law No. 6102). It involves formally dissolving an entity, settling debts, and distributing remaining assets among shareholders. Liquidation may be initiated voluntarily by the entities 's shareholders or mandatorily by court order, typically due to insolvency.
Key Steps in Legal Entity Liquidation:
- Shareholder Decision: The liquidation process begins with a General Assembly resolution passed by shareholders. The decision must be notarized and registered with the Trade Registry Office.
- Appointment of Liquidator: A liquidator, often an CPA or legal enetity director, is appointed to oversee the process. Their role includes asset liquidation, debt settlement, and managing remaining liabilities.
- Notifying Creditors: Creditors are informed, and claims are settled using the legal entities's assets. If assets are insufficient, the company may face bankruptcy proceedings.
- Dissolution and Distribution: Once debts are paid, any remaining assets are distributed to shareholders. The liquidator submits final reports to the Trade Registry Office.
- Deletion from the Trade Registry: The liquidation is finalized by removing the legal entity from the Turkish Trade Registry, officially marking its dissolution.
Timeline & Costs:
- Timeline: The process typically takes 4-6 months, depending on the complexity of the legal entitiy's assets and liabilities.
- Costs: Include liquidator fees, legal fees, and administrative costs at the Trade Registry Office.
Liquidation is a formal, legally-binding process designed to protect the rights of creditors and shareholders, ensuring the orderly dissolution of the business.
Publication in the Trade Registry Gazette
Once the Trade Registry Office has approved the establishment, liquidation and changes in the company's structure, this registration or liquidation process or change must be published in the Turkish Trade Registry Gazette.
This public announcement confirms that this registration, liquidation or change is official and ensures transparency for stakeholders, creditors and the general public.
- The publication process is usually carried out by the Trade Registry Office after all documents have been approved.
The publication serves as an official update on the company's registration, liquidation and details.
Verifying Corporate Documents by Registration Office in Turkey
Verifying corporate documents through the Company Registration Office in Turkey is a crucial step for ensuring that a company's records are legally accurate and valid. This process is typically done through the Trade Registry Office (Ticaret Sicil Müdürlüğü), which manages and maintains official records of companies registered in Turkey.
Here is a step-by-step guide on how to verify corporate documents in Turkey:
1. Access the MERSIS System
The MERSIS (Central Trade Registry System) is the digital platform used for managing company registrations and document verification in Turkey. Through MERSIS, you can access updated and legally recognized corporate data.
How to Use MERSIS for Verification:
- Visit the MERSIS website: https://mersis.gtb.gov.tr
- Input the company's MERSIS Number (a unique ID assigned to every registered company).
- Once logged in, you can view a variety of corporate details, such as registration status, board members, shareholders, and capital structure.
MERSIS is the primary tool for real-time verification of corporate documents, including updates in company structure and legal filings.
2. Request Documents from the Trade Registry Office
If you need official, notarized copies of corporate documents, you can request these directly from the local Trade Registry Office where the company is registered.
Steps to Request Verification:
- Visit the Trade Registry Office of the city where the company is registered.
- Provide the company's Trade Registry Number or MERSIS Number.
- Request the specific documents you need to verify, such as:
- Articles of Association
- Board of Directors Resolutions
- Shareholder Lists
- Annual Reports
The Trade Registry Office will provide certified copies of these documents for legal or business purposes.
3. Verify Corporate Documents through the Turkish Trade Registry Gazette
Once a company registers any change in its corporate structure or legal details, these changes are published in the Turkish Trade Registry Gazette. You can verify a company's most recent updates by reviewing its publication records.
Steps for Verification:
- Visit the Turkish Trade Registry Gazette website: https://www.ticaretsicil.gov.tr
- Search for the company by its Trade Registry Number or company name.
- Review published documents, such as changes in company address, capital, or board members.
The Trade Registry Gazette serves as a public record of all major corporate changes.
4. Notarized Verification for International Use
If you need to verify corporate documents for use outside of Turkey, you may need to have the documents notarized and apostilled.
Steps for International Verification:
- Request notarized corporate documents from the Trade Registry Office.
- Take the notarized documents to a notary public for certification.
- If required for international use, you can apply for an Apostille through the Governor's Office (Valilik) in the city where the company is registered.
5. Engaging Legal Assistance for Complex Verifications
In cases where the verification of corporate documents involves complex legal requirements or international transactions, engaging a legal professional or corporate services provider suc as an Accountant or a CPA can help streamline the process.
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.