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THE ISTANBUL

CHAMBER OF

CE 1882
T H E ISTA

COMMERCE
ER
NB

M
LC M
U

HA CO
MBER OF

COMPANY ESTABLISHMENT AND

REGISTRATION PROCEDURES

IN TURKEY

IN ACCORDANCE WITH

NEW ADJUSTMENTS

IN THE LEGISLATION
2005
FOREIGN DIRECT INVESTMENT
LAW IN BRIEF

The main elements of the new “Foreign Direct Investment Law”


are the following;
l All former FDI related screening and approval procedures
have been abandoned for business set ups and share transfers.
Foreign investors will no longer be required to obtain pre approval
for these transactions, except for some designated sectors. The
conditions for business set ups and share transfers will be the same
as for comparable local investors.
l Pre approval requirements for certain transactions of
foreign investment companies have also been eliminated. Foreign
capital companies will follow the same procedures as local
companies to realise these transactions.
l The minimum capital requirement of USD 50,000 per
each foreign shareholder has been abolished.
l Foreign investors will be able to form a partnership in
Turkey. In the old regime, foreign investors were only allowed to
form a joint stock company or a limited company. Now, any form
of company included in the Turkish Commercial Code is acceptable
for foreign investment.
l Valuations of international credit agencies as well as courts
or competent authorities of the investor’s country will be accepted
as valid in the determination of the share value for marketable
securities that are contributed as capital in-kind.

The new “Foreign Direct Investment Law” has also


reassured the foreign investors’ existing rights
on a stable document;
l The foreign investment legislation is
based on the principle of equal treatment
for the domestic and foreign investors.
Generally foreign investors have the same
privileges and obligations as the domestic capital.

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l Foreign capital companies established in Turkey have the
same rights to acquire a real estate as domestic investors. Foreign
real persons may own a real estate according to the principle of
reciprocity.

l Foreign capital entities can employ foreign personnel in


Turkey, provided that the work permits are obtained from Ministry
of Labour.

The new Law has retained the permission requirement for Liaison
Offices. Liaison offices are special type of offices whose main
activity is to conduct market research and feasibility studies and
to accumulate investment opportunities in the Turkish market on
behalf of their head offices. They are not allowed to carry on any
commercial activity. Foreign investors are required to obtain
permission from General Directorate of Foreign Investment to
open a liaison office in Turkey. The initial permission is given for
3 years, which can be extended depending on the activities
performed in the last 3 years and future plans of the head office.

In terms of this new law, Turkish nationals who verify with work
or resident permit, domiciled abroad are deemed as foreign
investors.

THE FORMS OF COMPANIES


WHICH CAN BE ESTABLISHED
Within the framework of the current Turkish Trade law, The
nature of establishing a business activity is mainly described in
three ways such as Merchants, Commercial Partnership and Co-
operatives.

1)Merchants (Single Proprietorship): The person who is running


the commercial establishment individually is accepted as a firm.
2)Commercial Partnership: Commercial Partnership Companies
are divided as follows:

Joint Stock Company: The company’s stock capital is divided into


shares and the liability of the share holders is restricted with the

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capital subscribed by the shareholder. At least 5 share holders
(real person or legal entity) and minimum capital of 50.000 NTL
is mandatory.
According to the current Turkish Trade Law, banks, private finance
institutions, insurance companies, financial leasing companies,
factoring companies, holding companies, companies operating as
foreign currency exchange offices, companies dealing with public
warehousing, publicly held companies subject to the Capital
Markets Law, companies that are founders and operators of free
zones should be established as Joint Stock Associations and these
companies are still subject to permit from Ministry of Industry
and Trade for their foundations.

Limited Company: It is the company established with participation


of minimum 2 and maximum 50 real person or legal entities. The
liability of the shareholders is restricted only to the capital subscribed
by the shareholder. Minimum capital of 5000 NTL is mandatory.
Unlike Joint stock companies no stock certificate is issued.

Collective Company: This is an association which has been


established with the purpose of engaging in commercial activities
under a common trade name. Its most important characteristic
is the unlimited liability of the partners for the debt of the
association. No minimum capital is required It is mandatory that
all share holders should be real person. The relationship between
share holders is designated in the articles of association freely.

Commandite Company: In this form of business company, some


of the partners are liable for the association's debts in the amount
of capital which they contributed, while the other partners have
unlimited liability. Those partners with unlimited liability are
called active partners (commandite) and those with limited liability
silent partners (commanditer). Legal entities can only be
commandite. No minimum capital is required.
The relationship between share holders is
designated in the articles of association freely.

3) Co-operative Association: This is a business


association established by persons who want
jointly to supply various needs connected
with their professions, crafts, and livelihoods.

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Such an association is based on the principle of mutual help and
suretyship. Arrangements related to co-operative associations are
governed by the Co-operatives Law.

COMPANY ESTABLISHMENT
PROCEDURES
Although the required documents for establishing the above
described companies almost will be the same, however it differs
in accordance with either preferred type or way of participation
to the partnership.
According to the current legislation, all the documents and
statements described here below should be submitted to the Trade
Registry Offices located at the province where the company or
partnership will be established .
Since 1996 Istanbul Trade Registry Office has been fulfilling its
activity in the building of The Istanbul Chamber of Commerce,
with its branches located in Kad›köy, Perpa and Istoç.
The documents delivered to Trade Registry Offices should get the
official approval after their examination of whether all given and
described conditions on the documents and statements are in
compliance with legislation and clear that all the rights of third
person is covered.
Trade Registry Offices have the refusal right for the registration
requests which are inappropriate to legislation.
The company can start to operate its business activity after the
approval and registration of Trade Registry Offices by receiving
registration number which is unique for every established company.
In Istanbul Trade Registry Office, all registered documents and
statements are being computerised and also filed in company
dossiers as well.
Company registrations and participations are announced to the
third person or related parties through being published on Turkish

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Commercial Registration Newspaper by Trade Registry Offices in
Ankara.

The related copies of this official newspaper which is published


only in Turkish are also computerised and filed in the related
companies’ dossiers.

All registrations formalities are liable to charges


annually declared by Ministry of Finance and
the fees for publicity on Turkish Commercial
Registration Newspaper are determined
by Union of Chambers in Ankara.

The general principal of establishing


a company is tried to be described
on the attached road map.

ROAD MAP OF ESTABLISHING


A COMPANY IN TURKEY

Notarisation of
Operation
articles of
started
association

Delivery of
required Registration at
documents to tax office
trade registry
together with
company
establishment
form

Company
1 DAY established

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l The forms of Chamber Registration Statement,
Establishment Statement and Letter of Commitment which are
mentioned among the requested documents are available on our
web site and can be also provided from our Chamber and its
branches.

1. DOCUMENTS REQUIRED
FOR MERCHANT REGISTRATION:
1. Petition (must be signed by the merchant),

2. Company name certified by a notary public (contains the


information of home address, business address, business subject,
commencement date of operation, nationality, company name
and the 3 specimen signatures of the merchant under the company
name),

3. A copy of the passport (translated and certified by notary


public),

4. Chamber Registration Statement (must bear the photo of the


merchant),

5. Letter of Commitment (signed by the merchant),

For foreign nationals residing and working in Turkey, notarised


residence and work permit must be submitted.

2. DOCUMENTS REQUIRED FOR


FORMING COMMERCIAL PARTNERSHIPS
A JOINT STOCK AND LIMITED COMPANIES

1. Petition (The Tax Office registered must be indicated, signed


by person authorised or by proxy, and the original or notarised
copy of the power of attorney must be attached).

2. Establishment Statement (the related gaps must be


filled in and signed by an authorised person) – (5 copies).

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3. Notary public certified Articles of Incorporation (3 copies).

In case the foreign national partner is a natural person the


documents required are:

Two copies of the passport (translated and certified by notary


public),

In case the foreign national partner is a legal entity the


documents required are:
l The foreign investor should have Activity Certificate of his or
her company prepared by the relevant authority in the investor’s
country. This certificate should contain the information about the
current active status of the company and its signature executives.
l Power of Attorney should show the authority or the natural
person who will run the establishment procedure in Turkey on
behalf of the company in origin. This attorney should mention
company title which will be either established or participated in
Turkey and the name of authorised person for presentation.
l The above mentioned certificates (Activity Certificate,
Power of Attorney) should be undersigned either by Apostle
or Turkish Consulates in Foreign investors’ country.
l The approved certificates should be notarised and translated
into Turkish before their delivery to Trade Registry Office.

4. Signature Declarations of the authorised persons under the


company name (2 copies),

5. Original of Bank receipt (receipt from Ziraat Bank Bilkent Plaza


Branch indicating that the 4/10000 of the capital is deposited to
the Arbitration Court, or the EFT receipt signed and
stamped “collected” (Account No: 5383761-5016),

6. Chamber Registration Statement (must bear


the photos of natural partners),

7. Letter of Commitment (must be signed by


authorised persons).

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For the foreign nationals residing in Turkey, notarised
Residence Permit must be submitted.

DOCUMENTS REQUIRED FOR ESTABLISHING JOINT


STOCK COMPANY SUBJECT TO THE PERMISSION OF
MINISTRY OF TRADE AND INDUSTRY

In addition to the above described procedure Notary Public certified


Articles Incorporation should also get the approval of Ministry of
Trade and Industry Domestic Trade Department.

COLLECTIVE COMPANY
1. Petition (The Tax Office registered to must be indicated, and
signed by person authorised or by proxy, and the original or
notarised copy of the power of attorney must be attached).

2. Establishment statement (the related places must be filled and


signed by the authorised person) - (5 copies).

3. Articles of Incorporation signed by all partners and certified


by a notary public (3 copies).

4. Declaration of the company officials’ signatures put under the


company name (2 copies).

5. Two copies of the passport (translated and certified by notary


public).

6. Chamber Registration Statement (must bear photos of natural


partners).

7. Letter of Commitment (must be signed by


authorised persons).

For the foreign nationals residing


in Turkey, notarised residence permit
must be submitted.

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COMMANDITE COMPANY

Documents required for establishing a collective company are


also required for commandite partnership company.

In case the limited partner (Commanditer) is a legal entity;


l The foreign investor should have Activity Certificate of his or
her company prepared by the relevant authority in the investor’s
country. This certificate should contain the information about the
current active status of the company and its signature executives.
l Power of Attorney should show the authority or the natural
person who will run the establishment procedure in Turkey on
behalf of the company in origin. This attorney should mention
company title which will be either established or participated in
Turkey and the name of authorised person for presentation.
l The above mentioned certificates (Activity Certificate, Power
of Attorney) should be undersigned either by Apostle or
Turkish Consulates in Foreign investors’ country.
l The approved certificates should be notarised and translated
into Turkish before their delivery to Trade Registry Office.

3. DOCUMENTS REQUIRED WHEN


ESTABLISHING A COOPERATIVE
1. Petition (signed by an authorised person).
2. Articles of Incorporation approved by the Ministry Concerned
(2 copies) and its notarised summary (2 Copies).
3. Letter of Permission by the Ministry.
4. Signature Declaration of the board members
of the co-operative under the name of
Co-operative (1 copy).
5. Letter of Commitment (must be signed by
authorised persons).
6. Chamber Registration Statement (with photos
of the partners).

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l The Executive board members of the cooperative shall be
Turkish citizens according to the article No. 56 of the Law for
Co-operatives,

For the foreign nationals residing in Turkey, notarised the


residence permit must be submitted.

PARTICIPATION TO A PREVIOUSLY
ESTABLISHED COMPANY
Participation to a previously established company in Turkey can
be done in two ways through either share transfer or contribution
to the companies’ capital increase .
According to the current Turkish Trade Code, share transfers of
Joint Stock Companies are not subject to registration by Trade
Registry Offices.

DOCUMENTS REQUIRED FOR PARTICIPATION


THROUGH SHARE TRANSFER

1. Petition (must be signed by an authorised person under the


company Seal, if signed by proxy then the original or the notarised
copy of the power of attorney must be attached).

2. Notarised Board of Partners Decision in limited companies


(the address and nationalities of the partners must be shown with
Share Transfer Agreement certified by notary public (2 Copies).

3. Notarised Draft contract about the amendments related to


share transfer in the Articles of Incorporation for the Collective
and Commandit partnership (2 copies).

In case the foreign national partner is a natural person the


documents required are:

l Two copies of the passport (translated and certified by notary


public),

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In case the foreign national partner is a legal entity the
documents required are:
l The foreign investor should have Activity Certificate of his
or her company prepared by the relevant authority in the investor’s
country. This certificate should contain the information about
the current active status of the company and its signature executives.

l Power of Attorney should show the authority or the natural


person who will run the establishment procedure in Turkey on
behalf of the company in origin. This attorney should mention
company title which will be either established or participated in
Turkey and the name of authorised person for presentation.

l The above mentioned certificates (Activity Certificate, Power


of Attorney) should be undersigned either by Apostle or Turkish
Consulates in Foreign investors’ country.

l The approved certificates should be notarised and translated


into Turkish before their delivery to Trade Registry Office.

For the foreign nationals residing in Turkey, notarised


residence permit must be submitted.

DOCUMENTS REQUIRED FOR THE PARTICIPATIONS


THROUGH COMPANIES’ CAPITAL INCREASE

1. Petition (must be signed by an authorised person under the


company seal, if signed by proxy then the original or the notarised
copy of the power of attorney must be attached).

2. For Collective and Commandit companies; notarised Draft


Amendment Contract related to capital increase signatures
(2 copies).

l For limited companies the shareholders


decision certified by notary public which contains
the new form of the amended article of the Articles
of Incorporation (2 copies), Certified report of the
existing status of previously paid capital.

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l For joint stock companies Minutes of General Assembly with
its necessary attachments (2 copies), Draft Amendment
(2 copies), list of Shares showing subscribed capital of each
shareholder within the increased capital, certified report of the
existing status of previously paid capital,

Furthermore, the original Permission Letter for joint stock


companies subject to permission of Trade and Industry Ministry

3. Original of Bank Receipt (receipt from Ziraat Bank Bilkent


Plaza Branch indicating that the 4/10000 of the balance capital is
deposited to the Arbitration Court, or the EFT receipt signed and
stamped “collected” (Account No: 5383761-5016).

In case the foreign national partner is a natural person the


documents required are:

Two notarised translation of passport copy,

In case the foreign national partner is a legal entity the


documents required are:
The foreign investor should have Activity Certificate of his or her
company prepared by the relevant authority in the investor’s
country. This certificate should contain the information about the
current active status of the company and its signature executives.
l Power of Attorney should show the authority or the natural
person who will run the participation procedure in Turkey on
behalf of the company in origin. This Attorney should mention
company title which will be either established or participated in
Turkey and the name of authorised person for presentation.
l The above mentioned certificates (Activity Certificate,
Power of Attorney) should be undersigned either by Apostle or
Turkish Consulates in Foreign investors’ country.
l The approved certificates should be notarised and translated
into Turkish before their delivery to Trade Registry Office.

For the foreign nationals residing in Turkey, notarised


residence permit must be submitted.

For further information, please check our web site at www.ito.org.tr

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CONTACT DETAILS OF ISTANBUL TRADE
REGISTRY OFFICE

HEAD OFFICE:
Istanbul Trade Registry Office
Istanbul Chamber of Commerce
Address : Refladiye Cad. 34112
Eminönü, Istanbul / TURKEY
Phone : 90 212 455 63 02-03
Fax : 90 212 511 84 37
E-mail : tescil@ito.org.tr
Website : www.ito.org.tr

BRANCH DETAILS
Perpa Branch
Address : Perpa Ticaret Merkezi B.Blok Kat.2
No.79 Okmeydan›, Istanbul / TURKEY
Phone : 90 212 210 17 90 (4 lines)
Fax : 90 212 210 17 94

‹stoç Branch
Address : ‹stoç Toptanc›lar Çarfl›s› 8.Blok
No.85/91 Mahmutbey,
Ba¤c›lar - ‹stanbul / TURKEY
Phone : 90 212 659 69 50 (5 lines)
Fax : 90 212 659 46 83

Kad›köy Branch
Address : Hasanpafla E¤itim Mah. Poyraz Sk.
Erdemler ‹fl Merkezi A Blok No.9
Kad›köy, ‹stanbul / TURKEY
Phone : 90 216 449 28 52-53
90 216 418 60 95-97-98
Fax : 90 216 418 60 96
1882
T H E ISTA

RC E
ME
NB
L

M
U
CH O
AMBE R OF C

ISTANBUL
The City
Where the
Continents,
Seas,
Roads,
Merchants
Meet

Istanbul, enjoying all the advantages of its position as a bridge


between two continents, seas and the cultural heritage
accumulated in its long history, remained for over a thousand
years one of the most important centers of the world trade.
Istanbul, the world city, can be best served by Institutions
operating at world standards. Founded in 1882, Istanbul
Chamber of Commerce is an excellent example of such
institutions with its pioneering functions, its advanced network,
expertise and knowledge as well as its modern, dynamic and
productive structure. This publication is mainly focused on the
recent adjustments in Foreign Investment Legislation, in parallel
with these changes, it is giving information about the procedure
in foreign capital company set ups and share transfers with
the required documents. It is intended to be a useful manual
for foreigners, seeking for a practical information.

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