Company Establishment

Registry

Registry and establishment are considerably simplified after that Direct Foreign Investments Law took effect and following the amendments in Trade Law and some other laws. Complicated and time-consuming procedures for both local and foreign investments are removed and the steps are decreased to the following:

Registry of the Company

Trade Registration

Documents below must be delivered to Trade Registry Office (Documents requested may vary according to if partners are natural or legal entities)
• Company main contract approved by notary
• If capital is paid by the partners during establisment, payment receipt from bank
• Bank receipt indicating payment made to Protection of Competition Fund at the amount of four per ten thousand of the promised capital.
• Signatory circular and passport copies of persons who have authority to represent and bind the company (certified copy of id card and certificate of residence)

Photos and passport copies of real person shareholders.

Registry to Tax Office

One day before the day of registry or registry date, it is necessary to apply to the tax office where the head office of the company is located. A tax registry number is obtained and legal books of the company are approved by notary.
Signatory circular and rental contract approved by notary must be delivered to the relevant tax office. Establishment procedures are completed after registration and company may start operating. Registration above are completed within nearly 2-3 work days.


Application to Foreign Capital General Directorate

After establishment is completed, application must be made to Foreign Capital General Directorate to notifty.

Branch Registry
Application to Ministry of Industry and Commerce

Decision of executive board or authorised bodies of company center, to which the branch is subject, concerning opening a branch will be delivered to Ministry of Industry and Commerce

Registry and Announcement in Trade Registry

Documents below must be delivered to Trade Registry Office (Documents requested may vary according to the main company’s structure or the country it is located)
• Decision of executive board or authorised body concerning opening a branch in Turkey
• Speciment signature and passport copy of the person who has the authority to represent and bind the branch (certified copy of id card and certificate of residence)
• Power of attorney given to authorized representative in Turkey, standing for signatory circular
• Document from chamber of commerce to which main company is subject.

Registry to Tax Office
Registration procedures of branches are the same as companies

Application to Foreign Capital General Directorate

After establishment is completed, application must be made to Foreign Capital General Directorate to notifty

Contact Office Registration
In short procedures are as follows:
• Application to Undersecretariat of Treasury Foreign Capital General Directorate
• Application to tax office

Application must be made to tax office within a month following obtaining permit from Foreign Capital General Directorate. Contact office itself is not taxable and employers are exempted from income tax; however tax office registry is necessary for tax liabilities emerging from renting payments made to natural entities and stamp taxes in salary payment.

Taking Over an Existing Company
A foreign investory may buy complete or partial shares of an existing company without permission or approval. There is no restriction or regulation concerning an existing company to be taken over by a foreign investor.
Foreign investors may also buy stock certificates from Istanbul Stock Exchange

General terms for a joint-stock company’s shares to be bought are as follows:

• If stock certificates are printed, indorsing and delivery of  stock clipping by seller to buyer
• If stock certificates are not printed, written share transfer agreement
Recording the decision of Executive Board concerning registration of shares to partners  share book,
• Recording the shares on the name of their new owner to partners share book

General terms for a limited company’s shares to be bought are as follows:
• Making a written contract approved by notary between the buyer and seller
• Notiftying the legal entity of company about share transfer in written
• Approval of minimum 75% of shareholders to represent minimum75% of capital
• Registry and announcement of share transfer in Trade Registry
• Recording it to partners share book
• Notifying Foreign Investment General Directorate