Incorporation of a Company By The Natura Or Legal Foreigners

Natura foreigners or foreign companies that registered on a different trade registers of a country can establish a company in Turkey. Foreign companies which could be established in terms of the “Law on Direct Foreign Investments” no 4875 in 2003 are accepted as Turkish companies like the other ones.

Between the companies established in terms of this law and the companies by the Turkish citizens do not include any difference with respect to the conditions they are subjected to (purchasing a real estate and disposing a real right are exceptions).

Natura and legal foreigners may establish any of a commandite, joint, limited, join-stock company determinated on the Turkish Commercial Code by means of fulfilling the conditions introduced in the law.

In practice, foreigners mostly choose the limited company as the registration is faster and cheaper, the management is easier and the liabilities of the partners are limited. Therefore, we will explain rather information about establishing a limited company in this article.

According to the new Turkish Commercial Code no 6102, it is also possible to establish a one-man limited company.

There is no need to have a Turkish partner.

The company may be grated a foreign title.

Partners may determine their shares at their own will. Such as, the partner with the highest share (controlling shareholder) may establish a limited company in the way that he/she owns %99,9 of the share and the other partner %0,1.

Limited companies must have at least an authorized capital of 5000 TL (Turkish Liras). According the new Turkish Commercial Code no 6102, %25 of the stipulated capital of the company to be established have to be tied up to a bank.

One or all of the partner or a non-partner third party/parties may be assigned as a director to the limited company. This applies also to the foreign partners. There is no need to get a work permit in order to be assigned as such.

For a limited company with the lowest capital (5000 TL), two-partner and a director it costs approx. 2500 Dollar for establishment and registry. Such kind of a company may be established in two work days.

Pursuant to the law on Direct Foreign, establishing a company does not entitle a right to get a residence or work permit.

There is no need to get a residence permit in order to establish a company. Even the foreigners who have a visitor visa can establish a company. Moreover, establishing a company is also possible without even entering to Turkey and with a letter of attorney from the Turkish consulates abroad through an attorney or an accountant.

In order to establish a limited company in Turkey, natura foreigners have to submit following papers:

Notary certified translation of the passport, tax number from Turkey and a headshot.

If the foreign partner is also the director, the statement of signature arranged in the presence of a notary public is to be submitted.

In order to establish a limited company in Turkey, legal foreigners have to submit following papers:

Trade register and business documents, certificate of authority and the signatory circular of the authorized company person, letter of attorney of the authorized company person to the official assigned to establish the company, resolution of the shareholders’ assembly made by the shareholders’ assembly of the foreign company about establishing a company in Turkey, tax number of the foreign company. All of these papers must also have an apostille and notary certified translation into Turkish.

Turkish companies with a foreign partner established pursuant to the law no 4875 may buy a real estate in Turkey and acquire a real right regarding their major area of activities written in their articles of association. On the other hand, this is subject to a permit procedure. You need to apply to a commission of the governorate fort he real estate you want to buy. With this application to be made by the company director or authorized person, papers regarding both company partners and the company as well as the real estate which is subject to purchasing are submitted. Then the commission evaluate these papers. They inquire about the land from the army command. A permit is then given if deemed appropriate. This permit procedure can be concluded in two-three months in cities which have a commission.

According to the law on direct foreign investments, establishing a company by means of getting a consulation about many problems like text load of the established companies, capital transfer to these companies from abroad, preventing double taxation, business combination and transfer of these companies, getting a new partner, retiring from the partnership, transferring the company shares, partners’ liability against public debt and applications of work permit are important to minimize the possible problems in future.

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