Welcome, we are interested in providing you with all the information regarding the establishment of a company in Turkey and starting legal work in Turkey. In this article, we will clarify some of the issues related to the establishment of companies in Turkey, which are from the agency, support and encouragement of investment in Turkey

Complete Guide: To “Establish a company in Turkey” in detail from the ground up

The new Turkish Commercial Code No. 6102 (referred to as the “New Turkish Commercial Law”) was published in the Official Gazette on February 14, 2011, as stipulated by the new Turkish Commercial Law and the Law on the Effectiveness and Implementation of Turkish Commercial Law No. 6103 (referred to as ” Law on the Effectiveness of New Turkish Commercial Law “), the new law came into force on 1 July 2012.

The main objective of the new Turkish Trade Law is to introduce a corporate management approach that complies with international standards, support private equity and public offering activities, create a transparent environment in the management of operations and regulate the Turkish business environment in accordance with EU legislation as well as for the EU accession process.

The main amendments to the new Turkish Commercial Code can be summarized as follows:

Contribution structure

The new Turkish Commercial Law allows for the establishment of joint stock companies (A.Ş) or limited liability companies (Şti) Ltd. with only one shareholder.

Under the previous law, joint stock companies could have been established with at least five shareholders, while limited liability companies could have been established through a minimum of two partners.

Therefore, the new Turkish commercial law eliminates the obligation of foreign companies to ensure the provision of compulsory minority shareholders to comply with the requirements of the minimum number of shareholders set by the previous Turkish commercial law. The shares of companies that were founded before could now be owned by one party.

Board of Directors

Under the new Turkish commercial law and in conformity with EU legislation, the board of directors may now consist of one person, rather than at least three members. This allows foreign investors the opportunity to do business more easily. It may be difficult to hold board meetings if there are a large number of shareholders who have to travel frequently between different countries.

The new Turkish commercial law does not require the physical presence of board members; it allows the board to be convened through an electronic environment, and the decisions of the board can be adopted through electronic signatures. Through these amendments, the new Turkish commercial law prevents foreign companies from incurring unnecessary travel expenses.

In addition, legal entities may be appointed as members of the Governing Council. This means that foreign shareholders no longer have to deal with government routine regulations such as excessive legal documents or holding shareholder meetings to change board members. Different representatives may be appointed as members of the Governing Council on each occasion if such representative is authorized to do so by the legal entity.

The obligation to be board members has been canceled. Under the new Turkish commercial law, any independent individual can be a member of the board of directors. This ensures that a professional board can operate independently of shareholders, which in turn helps strengthen the corporate governance mechanism.
* According to the requirements of joint stock companies

Registered Capital System

The new Turkish Commercial Law provides for non-public companies to adopt a registered capital system and thus non-public shareholding companies can benefit from the flexible capital increases offered by the registered capital system. This is a great advantage for foreign companies to increase capital while minimizing bureaucratic procedures or mobility expenses at the same time.

Intellectual property rights

Intellectual property rights can be contributed as capital in kind. In order to contribute to these assets as equity, these assets must have transferable qualifications and become eligible for financial assessment.

Override permissions

The former Turkish commercial law principle states that “if a joint stock company enters into a contract that exceeds the capacity of this company, the contract is considered illegal.” This was canceled on 1 June 2012 and transactions by companies in non-fields The activity provided for in the Statute is valid.

The Turkish regulatory environment is ideal for doing business to the extreme. You can establish a business in Turkey regardless of the nationality you carry or your place of residence.

Here we have written about the basics of establishing a company in Turkey. You can follow the second part of the article, which contains information about the types of companies in Turkey on the following link: Types of companies in Turkey