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Incorporation in Turkey: Corporate Reputation and Legal Assurance
For entrepreneurs who aim to trade on a global scale, plan high-capital investments and want to maximize their corporate prestige Incorporation of joint stock companies in Turkey, is the strongest legal basis for business growth. Joint stock companies (JSCs), which represent the pinnacle of capital companies in the Turkish Commercial Code (TCC) legislation, offer their shareholders full limited liability shield and the flexibility to appoint external professional managers. Akal CPA, with its Ankara-based bureaucratic operation power and international financial reporting (IFRS) vision, helps local and foreign investors to improve their joint stock company registration processes. with the principle of zero error, manages in a transparent and fast manner.
Legal Framework and Minimum Capital Requirements
Pursuant to the New Turkish Commercial Code No. 6102, joint stock companies are types of companies that have a certain capital and this capital is divided into shares. With the most recent amendments to the legislation, in order to establish a basic joint stock company minimum capital amount to TL 250,000 has been increased. For joint stock companies that accept the registered capital system and are not publicly traded, this initial capital must be at least TRY 500,000. Legal liability of shareholders (shareholders) against the company, are limited to paying only the capital share they have subscribed for. Shareholders are not liable for the company's commercial debts, nor for any public receivables such as taxes/Social Security Institution (SSI) owed to the state. cannot be held liable with their personal assets. This unique legal protection shield fully secures investors in large projects.
Company Governance Mechanism and Audit
The organizational structure of joint stock companies is designed to allow for professional management and transparent auditing. The General Assembly, the highest decision-making body of the company, takes strategic decisions such as amendments to the articles of association, dividend distribution and the discharge of the board of directors. The Board of Directors, which is the executive body, manages and directs the company. Unlike limited liability companies, Board members do not have to be shareholders (shareholders) of the company. This allows local or foreign professionals to manage the company. In addition, joint stock companies that exceed certain turnover and number of employees criteria are subject to regular audits to prove the accuracy of their financial statements and their compliance with international standards. independent audit services is legally obliged to take it.
Step-by-Step Establishment Stages
The establishment of a formal joint stock company, which forms the basis of the corporate structure, requires the following bureaucratic steps to be taken in full by expert financial advisors:
- Preparation of the Articles of Association: The articles of association, which sets out the company's trade name, field of activity, capital distribution and board members, is prepared through MERSIS with a strategic approach.
- Notarizations For the articles of association submitted for approval through MERSIS, the signatures of the founding partners and board members are certified by the relevant authorities.
- Capital Blocking: In the incorporation of joint stock companies, the subscribed cash capital en az yüzde yirmi beşinin (%25) blocked in a bank account before registration It is mandatory.
- Registration in the Trade Registry: All prepared documents are submitted to the Trade Registry Directorate. Upon registration, the company becomes a legal entity and the establishment announcement is published in the Turkish Trade Registry Gazette.
- Tax and Social Security Openings: Following the registration, the tax office is polled and the taxpayer is established. All bookkeeping operations after this stage general accounting services by our unit; legal notifications of the personnel to be recruited payroll services is safely managed by our department.
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Incorporation in Turkey: Corporate Reputation and Legal Assurance
For entrepreneurs who aim to trade on a global scale, plan high-capital investments and want to maximize their corporate prestige Incorporation of joint stock companies in Turkey, is the strongest legal basis for business growth. Joint stock companies (JSCs), which represent the pinnacle of capital companies in the Turkish Commercial Code (TCC) legislation, offer their shareholders full limited liability shield and the flexibility to appoint external professional managers. Akal CPA, with its Ankara-based bureaucratic operation power and international financial reporting (IFRS) vision, helps local and foreign investors to improve their joint stock company registration processes. with the principle of zero error, manages in a transparent and fast manner.
Legal Framework and Minimum Capital Requirements
Pursuant to the New Turkish Commercial Code No. 6102, joint stock companies are types of companies that have a certain capital and this capital is divided into shares. With the most recent amendments to the legislation, in order to establish a basic joint stock company minimum capital amount to TL 250,000 has been increased. For joint stock companies that accept the registered capital system and are not publicly traded, this initial capital must be at least TRY 500,000. Legal liability of shareholders (shareholders) against the company, are limited to paying only the capital share they have subscribed for. Shareholders are not liable for the company's commercial debts, nor for any public receivables such as taxes/Social Security Institution (SSI) owed to the state. cannot be held liable with their personal assets. This unique legal protection shield fully secures investors in large projects.
Company Governance Mechanism and Audit
The organizational structure of joint stock companies is designed to allow for professional management and transparent auditing. The General Assembly, the highest decision-making body of the company, takes strategic decisions such as amendments to the articles of association, dividend distribution and the discharge of the board of directors. The Board of Directors, which is the executive body, manages and directs the company. Unlike limited liability companies, Board members do not have to be shareholders (shareholders) of the company. This allows local or foreign professionals to manage the company. In addition, joint stock companies that exceed certain turnover and number of employees criteria are subject to regular audits to prove the accuracy of their financial statements and their compliance with international standards. independent audit services is legally obliged to take it.
Step-by-Step Establishment Stages
The establishment of a formal joint stock company, which forms the basis of the corporate structure, requires the following bureaucratic steps to be taken in full by expert financial advisors:
- Preparation of the Articles of Association: The articles of association, which sets out the company's trade name, field of activity, capital distribution and board members, is prepared through MERSIS with a strategic approach.
- Notarizations For the articles of association submitted for approval through MERSIS, the signatures of the founding partners and board members are certified by the relevant authorities.
- Capital Blocking: In the incorporation of joint stock companies, the subscribed cash capital en az yüzde yirmi beşinin (%25) blocked in a bank account before registration It is mandatory.
- Registration in the Trade Registry: All prepared documents are submitted to the Trade Registry Directorate. Upon registration, the company becomes a legal entity and the establishment announcement is published in the Turkish Trade Registry Gazette.
- Tax and Social Security Openings: Following the registration, the tax office is polled and the taxpayer is established. All bookkeeping operations after this stage general accounting services by our unit; legal notifications of the personnel to be recruited payroll services is safely managed by our department.
Frequently Asked Questions
eni Türk Ticaret Kanunu'na göre temel bir anonim şirket kurmak için asgari sermaye 250.000 TL'dir. Limited şirketlerden farklı olarak anonim şirketlerde, taahhüt edilen nakdi sermayenin en az %25'inin tescil işleminden önce şirket adına açılacak geçici bir banka hesabında bloke edilmesi yasal bir zorunluluktur. Kalan sermaye taahhüdü ise şirketin tescilini takip eden 24 ay içinde ödenmelidir.
Yes, it is possible. With the TCC No. 6102, the requirement of "at least 5 partners" under the old law has been abolished. Either a single natural person (an individual) or a single legal entity (another company) can establish a joint stock company as a shareholder and own the entire capital.
Doğrudan Yabancı Yatırımlar Kanunu uyarınca, yabancı yatırımcılar Türkiye'de anonim şirket kurma konusunda yerli yatırımcılarla tam olarak aynı haklara sahiptir. Yabancı uyruklu kişiler şirketin %100 pay sahibi olabilecekleri gibi, çalışma izni veya Türkiye'de ikamet şartı aranmaksızın yönetim kurulu üyesi olarak da atanabilirler.
No, absolutely not. This is the biggest legal advantage of the joint stock company. The shareholders, who are only "shareholders", are not liable with their personal assets for the company's commercial market debts nor for the company's tax/Social Security Institution debts to the state. The legal responsibility for public receivables belongs to the members of the Board of Directors, who are the legal representatives of the company.
The transfer of shares in joint stock companies is extremely easy and flexible. The physical delivery and/or endorsement of bearer or registered share certificates (or certificates) is sufficient for the transfer. Unlike limited liability companies, there is no legal requirement for the transfer of shares to be made in the presence of a notary public or to be registered and announced at the Trade Registry Office.
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