Establishing a Company in Turkey: A Comprehensive Guide for Foreign Investors
Introduction:
Turkey has emerged as an attractive destination for foreign investors due to its thriving economy, strategic location, young population, and skilled workforce. Recent legal reforms have further facilitated foreign investments in the country, making it a favorable choice for establishing a company. The “Foreign Direct Investment Law” ensures that both local and foreign investors are treated equally, providing a level playing field for all. This guide aims to provide a overview of the process and requirements for foreign investors to establish a company in Turkey.
Types of Companies in Turkey:
The Turkish Commercial Code recognizes several types of companies, including limited liability companies, joint stock companies, cooperatives, limited partnerships, and general partnerships. The choice of company type depends on the specific needs and objectives of the investors.
Limited Liability Company (LLC):
A limited liability company in Turkey, known as “Limited Şirket,” is a popular choice for many foreign investors. It is formed by one or more individuals or legal entities who contribute a specific capital and have limited liability to the company’s assets. The shareholders’ liability is limited to their capital shares. A minimum of one shareholder is required, and the maximum number is fifty. The minimum capital requirement for an LLC is 10,000 Turkish Liras. It is important to note that all shareholders can be of foreign nationality, and there is no requirement for directors to be Turkish citizens or residents.
Joint Stock Company (JSC):
A joint stock company in Turkey, known as “Anonim Şirket,” is a company whose capital is divided into shares. Shareholders are only liable to the company for the capital they have committed. A JSC requires a minimum of one or more founders who are shareholders. The founders, who can be individuals or legal entities, commit to the shares and sign the articles of association. The registered capital, representing the capital committed in the articles of association, cannot be less than 50,000 Turkish Liras. Similar to an LLC, all shareholders can be foreign, and there is no requirement for the board of directors to be Turkish citizens or residents.
General Partnership:
A general partnership, known as “Kollektif Şirket,” is based on mutual trust and cooperation between partners. In a general partnership, partners share unlimited and joint liability for the debts and obligations of the company. The partnership is defined by the articles of association, which can be in written or verbal form. The minimum capital requirement for a general partnership is not specified by law.
Limited Partnership:
A limited partnership, known as “Komandit Şirket,” is formed by one or more general partners and one or more limited partners. General partners have unlimited liability, while limited partners are liable only for the capital they have committed to the company. The partnership agreement determines the rights and obligations of the partners.
Cooperative:
A cooperative, known as “Kooperatif,” is a type of enterprise formed by a group of individuals or legal entities who voluntarily come together to meet common needs or goals through a jointly owned and democratically controlled organization. There are various types of cooperatives, such as agricultural cooperatives, credit cooperatives, and housing cooperatives, regulated by specific legislation.
Establishing a Company in Turkey:
The process of establishing a company in Turkey involves several key steps:
- Determine the Company Type: Choose the most suitable company type based on your objectives, capital requirements, and liability preferences.
- Reserve a Company Name: Conduct a name search and reserve the company name with the Trade Registry Office.
- Prepare the Articles of Association: Draft the articles of association, which outline the company’s internal regulations, shareholding structure, management, and other key details.
- Obtain Necessary Approvals: Some sectors may require additional permits or licenses from relevant authorities.
- Open a Bank Account: Deposit the required capital in a Turkish bank account in the company’s name.
- Notarize the Articles of Association: Notarize the articles of association and other necessary documents before a notary public in Turkey.
- Register with the Trade Registry Office: Submit the notarized documents to the Trade Registry Office and complete the registration process.
- Register with Tax Authorities: Register with the tax authorities to obtain a tax identification number and fulfill tax-related obligations.
Can a lawyer establish a company on behalf of foreigners?
Foreigners do not need to personally handle the application process to establish a company in Turkey. There is no requirement for them to do so. Therefore, foreigners can establish a company in Turkey with the assistance of a lawyer to whom they grant the necessary powers in a power of attorney. By appointing an attorney and granting them the necessary powers, foreigners can navigate the process more efficiently and ensure compliance with the legal requirements.
Benefits of Engaging an Attorney:
Legal Expertise: Attorneys specializing in company establishment possess the necessary knowledge and experience in Turkish corporate law. They can provide valuable insights and guidance throughout the process, ensuring that all legal requirements are met.
Documentation and Paperwork: Establishing a company involves preparing various legal documents and completing paperwork. An attorney can assist in drafting and reviewing the necessary documents, such as the articles of association, and ensure their compliance with Turkish laws and regulations.
Power of Attorney: By granting a power of attorney to the attorney of their choice, foreigners can authorize the attorney to act on their behalf throughout the company establishment process. This allows the attorney to handle administrative tasks, represent the foreign investor before authorities, and sign necessary documents.
Language and Cultural Barrier: Language and cultural differences can pose challenges for foreigners attempting to navigate the legal landscape in Turkey. An attorney who is fluent in both English and Turkish can bridge this gap, effectively communicating with relevant authorities and facilitating the process.
Compliance and Due Diligence: An attorney can conduct the necessary due diligence to ensure compliance with all legal and regulatory requirements. They can assist in verifying the company name’s availability, checking sector-specific regulations, and ensuring proper registration with the appropriate authorities.
Conclusion:
With the implementation of the Foreign Direct Investment Law and associated reforms, establishing a company in Turkey as a foreign investor has become more accessible and streamlined. Foreign investors have the flexibility to choose from various company types, including limited liability companies, joint stock companies, partnerships, and cooperatives, to suit their specific needs. These legal frameworks enable foreign investors to benefit from the same rights and obligations as local investors. By following the necessary steps and fulfilling the requirements, foreign investors can establish and operate their businesses efficiently in Turkey, tapping into its vibrant and growing economy.