It is possible to eject a shareholder within the terms of the Turkish Commercial Code and any requirements set forth in the Articles, and a shareholder may also request the dissolution of an LLC under specific conditions from a court. Because LLC shares are not represented by share certificates, share transfers are completed by filing a signed and notarized sale and purchase agreement with the appropriate trade register, together with a shareholder resolution authorizing the transfer.
Although shareholders' responsibility is limited to the amount of share capital they possess in the business and they are not personally accountable for any debt or other liability incurred by the company, shareholders of an LLC may be held liable for the firm's public debts, such as tax bills. Despite the fact that firms are prohibited from purchasing their own shares, if an LLC acquires the shares of one of its owners in exchange for receivables, the shareholders are jointly accountable for the payment of the unpaid portion of the newly acquired shares by the company.
Turkey Joint Stock Company Registration
Turkish Joint Stock Companies (JSCs) can be formed for an infinite time with at least one actual person or legal entity as a shareholder and a minimum capital of 50.000.-TL (around 10,000.- USD). Certain operations, including as banking and insurance, are only allowed to be carried out by JSCs under Turkish legislation. Furthermore, only JSC has the authority to sell and trade its shares on the stock exchange.
Except for specific advantages, a JSC's capital is divided into shares, each of which is distinct and confers equal rights in proportion to its nominal worth. Although shares are freely transferable, the Articles of Incorporation may impose some restrictions. The endorsement and delivery of the share certificate or interim share certificate, as the case may be, is how JSC transfers shares. Furthermore, once a subscribed share has been fully paid, the holder of that share cannot be ejected.
Register a Turkish Company Branch
Although they are closely related with the main firm in terms of internal administration, branch offices have their own capital and accounting to conduct commercial transactions with third parties. This means that the main business assumes the branch offices' rights, obligations, earnings, and losses. A branch office can only participate in parent company operations. It is prohibited from providing products and services or engaging in any commercial activities that are not specified in the articles of association of the parent business. Although there is no formal capital requirement for branch offices, the incorporating company must keep adequate capital to operate the branch office effectively.
By identifying that it is a branch office, a branch office must use the same corporate name as the parent firm and include the location of both the head office and the branch office. To administer the branch office's day-to-day operations, a fully authorized commercial representative (branch office manager) must be hired in Turkey.
We know all these works might seem hard to do on your own, but you don’t have to! There are various people that could guide you along the way. Do not hesitate to take advices and tips from them as you are trying to register a company. All the workload and legal processes could be handled easily if you reach out to experts on the matter. Visit istanbul.com for more information and our contact details
Frequently Asked Question
What sorts of legal entities may I establish in Turkey?
-When the Turkish New Commercial Code was passed, the essential characteristics of legal entities changed. Even while the types of company stayed the same, their features may have altered.
What is AS and LS's minimum share capital?
-A limited liability company's (LTD) minimum share capital is 10.000 TL, which must be paid in one lump sum at registration, whereas a joint stock company's (AS) minimum share capital is 50.000 TL.
What paperwork are necessary for a company to be formed in Turkey?
-Three copies and the original of the articles of association, two copies of the signature documents, two copies of the firm managers' identification documents, one copy of each foreign shareholder's passport, and three copies of a notification form of establishment are required for registering a company in Turkey. The original receipt from Ziraat Bankasi, confirming that the 0.04 percent of capital was deposited with the Competition Authority, and the certificate of deposit of the minimum capital are also required. The corporation must submit the certificate of registration, which will include the tax number, for tax purposes.
How fast can I register my business in Turkey?
-If all of the paperwork are filed on time and correctly, a legal corporation can begin conducting business in 5 days.
What are the processes for forming a business in Turkey?
-In order to form a legal entity in Turkey, you must follow six stages.
The articles of organization, as well as the signature declarations of the managers and the entity's commercial records, must be notarized after they have been drafted and signed.
The Competition Authority must receive 0.04 percent of the capital, and the minimum share capital must be placed with a bank that will provide a certificate of paid-in capital.
After that, the applicant must file the incorporation notification form, commitment letter, and Chamber registration statement at the Trade Registry Office.
The company's legal books must be notarized, and the final stage is to register for particular taxes with the Turkish Tax Office and Social Security Administration (performed by the Commercial Register but supervised by the company)