A joint stock company is a company whose capital is fixed and divided into shares, and which is liable for its debts only with its assets. Shareholders are only liable for the capital share they have subscribed. Joint stock companies may be established in any field of economic activity not prohibited by law.

 

MAIN CHARACTERISTICS OF JOINT STOCK COMPANIES

• Its capital is fixed and divided into shares.
• Shareholders are liable only to the extent of their capital commitments.
• A joint stock company can be established with a single shareholder.
• Share transfers are generally free.
• Shares can be offered to the public and traded on the stock exchange.
• The minimum capital amount is TL 250,000 (for non-public companies, it can be at least TL 500,000).
• May issue registered and bearer share certificates.
• Issue bonds and similar debt instruments.
• Joint stock companies that meet certain criteria are subject to independent audit.

 

ORGANS OF JOINT STOCK COMPANIES

 

1. General Assembly

It is the body where all shareholders are represented and can take important decisions such as amending the company's articles of association, electing the board of directors and auditors.

 

2. Board of Directors

It is the body responsible for the management and representation of the company. The members of the board of directors may consist of one person or more than one person.

 

INTERNATIONAL EQUIVALENTS OF JOINT STOCK COMPANIES

 

USA, Canada: Corporation (Inc., Corp.)

European Union Societas Europaea (SE)

Germany, Austria, Switzerland: Aktiengesellschaft (AG)

France, Belgium, Switzerland (French-speaking Regions): Société Anonyme (SA)

United Kingdom Public Limited Company (plc)

Italy Società per Azioni (SpA)

Spain, Mexico, Argentina: Sociedad Anónima (S.A.)

 

COMPANY INCORPORATION PROCEDURES IN TURKIYE

 

Company incorporation procedures in Turkiye can be completed within an hour if the necessary documents are submitted to the relevant trade registry office. Company establishment in Turkiye is exempt from fees. Foreign real and legal persons establishing companies in Turkiye are subject to the same rules as domestic investors.

 

The trade registry is kept by 238 trade registry directorates operating within the chambers of commerce under the supervision and control of the Ministry of Trade. The following processes regarding the establishment of a company must be completed;

 

Establishment procedures are carried out electronically before the Central Registry Registration System (MERSIS)

STAGES OF ESTABLISHMENT

 

1.Drafting the company agreement and certifying the signatures of the founders.

Users initiate the company establishment process by creating a free membership on the MERSIS website https://mersis.gtb.gov.tr/ or through an authorized Financial Advisor. While preparing the company agreement in MERSIS, Turkish citizens can be added as partners or authorized persons with their ID numbers and foreigners with their passport numbers. However, for this process, foreigners must first obtain a potential tax number from the tax office and register themselves in MERSIS by applying to the trade registry directorate. Potential tax numbers for foreigners can be obtained online from the Revenue Administration's website https://dijital.gib.gov.tr/foreigners/kimlikNoBasvuru by entering passport information.

 

MERSIS directs the user to fill in the elements that are legally required to be included in the contract and the company contract is prepared by entering the required information. The agreement is prepared in Turkish. The company's potential tax number is also automatically assigned by MERSIS.

 

The founders then sign the agreement and the authenticity of their signatures is certified by an authorized authority at the Registry Office. For this process, the founders or their authorized representatives must go to the Trade Registry Office. For limited liability companies and cooperatives, this procedure is carried out at the Trade Registry Directorate where the company is headquartered.

 

For joint stock companies, it is possible to apply to the trade registry directorate or any notary public in the place where the company's headquarters is located. In case the certification process is to be performed at a notary public, users can apply to any notary public with the tracking number they receive from MERSIS. Since the agreement is transmitted electronically to the notaries by MERSIS, there is no need to go to the notary with a physical printout.

 

2.Preparation of signature declarations of company officials

The signatures of the persons authorized to represent the company under the company title must be approved by a trade registry office and signature declarations must be prepared.

 

3.Payment of the Competition Authority Share and Cash Capital

The “Competition Authority Share” of 0.04% of the company capital can be paid to the bank account of the Competition Authority at the trade registry directorate along with other establishment procedures. In addition, at least 25% of the shares subscribed in cash in joint stock companies must be deposited and blocked in a bank account opened in the name of the company before the registration of the company.

 

4. Application to the Trade Registry Office for registration

Upon the application of the founders to the registry directorate together with the relevant documents, the trade registry directorate shall complete the registration process. In addition, in the establishment of joint stock and limited liability companies and cooperatives, the commercial books to be kept by them are certified by the trade registry directorate and given to the authorities following the registration. It is also possible to carry out the establishment procedures through a Financial Advisor or representative authorized by a power of attorney.

 

DOCUMENTS TO BE SUBMITTED TO THE TRADE REGISTRY OFFICE DURING THE ESTABLISHMENT

 

• Articles of Association certified by the signatures of the founders.
• Document showing that at least twenty-five percent of the capital subscribed in cash has been deposited in the bank
• Payment document showing that the Competition Authority share has been paid
• If any, valuation reports prepared by the expert appointed by the court regarding the determination of the value of the capital in kind and the enterprises and assets in kind to be taken over during the establishment
• If capital in kind is provided, a letter from the relevant registry stating that there is no restriction on the capital in kind provided
• If capital in kind is provided, a document showing that the immovable property, intellectual property rights and other values provided as capital in kind are annotated in the registries where they are registered
• Contracts, if any, with the company to be established and with the founders and other persons related to the establishment, including those related to the acquisition of assets in kind and the business
• For companies whose establishment is subject to the permission or approval of the Ministry or other official institutions, this permission or approval letter
• If any, written declarations of the non-shareholder members of the board of directors accepting this duty
• If there is a legal entity in the board of directors, the name and surname of the legal entity and the name and surname of a real person designated by the legal entity on behalf of the legal entity and a notarized copy of the authorized body decision regarding the designation
• If there is a legal entity in the board of directors, the name and surname of the legal entity and the name and surname of a real person designated by the legal entity on behalf of the legal entity and a notarized copy of the authorized body decision regarding the designation
• If there is a foreign legal entity in the board of directors, the trade registry certificate of the head company of the relevant legal entity, the general assembly resolution to be prepared by the head company for the establishment, tax identification number, apostilled and notarized Turkish translation of the power of attorney
• Signature declarations of the persons authorized to represent and bind the company