Procedure of company registration
The procedure to register an Ltd Si company in Turkey is quite straightforward. We require the following in order to proceed:
- Completed application form
- A certified copy of the beneficial owner and each director and shareholders passport
- A utility bill, under 3 months old
Upon receipt of the above the following is completed:
- Obtain company name approval
- Once name approval is obtained the share capital is transferred. A Bank Deposit Certificate will then be received.
- Registration documentation will be submitted to the Trade Registry Office
- Application submitted to the Ministry of Industry and Trade
- Registration at the Tax Office. A Tax Identification Certificate will be received.
- The company is registrated.
The whole process of registration takes approximately 14 working days; Eltoma Corporate Services will ensure that this process is expedited as much as possible.
Opening a Bank Account in Turkey:
It is mandatory to have a bank account in Turkey as it is required to deposit the minimum capital during the registration process. This can be done using a legal representative in order to initially deposit the capital for the incorporation process to be completed. However the Beneficial Owner is required to visit the bank in order to complete the account opening process, this can be done after company formation.
Branch Office Registration Procedures:
Opening a branch office in Turkey is subject to approval from the Ministry of Commerce and Industry. The resolution of the board of directors of the parent company concerning the establishment of a branch office is required to be submitted to the Ministry of Industry and Commerce.
Before opening a branch in Turkey, a foreign company has to assign a fully authorized company representative who is a resident in Turkey.
1. Registration to the Trade Registry:
The following documents are required to be submitted to the Trade Registry Office:
- Director’s resolution concerning the establishment of a branch office in Turkey
- Passport copy of the person authorized to represent and bind the branch (copy of the identity and residence certificate for Turkish citizens)
- A notary certified signature of the persons authorized to represent the branch
- Proxy that will function as a signature circular granted to the authorized representative in Turkey.
- Document from the Chamber of Commerce of the Parent Company
2. Tax Office – Registration
- Registration procedure for a branch is the same as for companies.
- Branch offices are not considered as separate legal entities and are closely associated with their parent companies in respect of internal management.
3. Branch Opening Procedure:
The Ministry of Industry and Trade is the permit issuing authority for opening a branch. An application to open a branch must be submitted to the Ministry signed by the director of the Company.
The application to the Ministry Directorate must include:
- Company’s title, nationality, date of establishment, address and capital
- Name, nationality and address of the authorized representative residing in Turkey
- Business activities of the branch
- Letter of Commitment in accordance with Article 29 of the Trade Registry Regulation
- All the documents listed in the section below Turkish translations of documents prepared in a foreign language
4. Trade Registry Office Procedure
Certain documents, including the branch opening permit from the Ministry of Industry and Trade must be submitted to the Trade Registry Office.
Documents required for Ministry of Industry and Trade permit:
- Company’s written confirmation of the decision to open a Branch
- An original copy of the company’s Articles of Association
- Establishment and Current Status Documents showing the registration and current legal status of the Company
- A Power of Attorney drawn by the Company in favour of its resident representative, assigning full representation and accountability. These documents must be apostilled.
Documents required by the Trade Registry Office:
- An application in the Turkish language signed by an authorized person
- Branch opening permit obtained from the Ministry of Industry and Trade
- Two notarized and legalized copies of the Power of Attorney
- Turkish document ‘Müzeyyel Beyanname ve ilani’
- If the branch representative is a Turkish national, a notarized copy of his ID card, if not, a notarized copy of the passport of the foreign authorized representative.
- Company signature authority showing the representative’s signature specimen and title.
- Letter of Commitment in accordance with Article 29 of the Trade Registry Regulation.
- A Chamber Registry Declaration Form, obtained from Trade Registry Office.
Document and forms required by the Trade Registry Office should be submitted to the Trade Registry Office for the place of the Branch.
Foreign companies whose capital is divided into shares and which are based abroad can open a branch (or branches) in Turkey provided that they get permission from the Ministry of Commerce and Industry.
The following transactions are subject to the approval of the Ministry of Commerce and Industry:
- Opening a branch
- Opening secondary branches linked to the main branch
- Substitution of the company representative based in Turkey
- Changing title, business type, or address of the main branch
- Increasing the branch’ s capital
Before starting all transactions a foreign company has to assign a fully authorized company representative who is a resident in Turkey.
The following documents are to be submitted to the Directorate General of Domestic Trade of the MoCI:
The petition has to be stamped by the company or signed by the authorized representative and is to include the following information:
- Title of the company
- Date of establishment of the company
- Nationality of the company
- Amount of Capital of the company
- Name, nationality and address of the authorized representative residing in Turkey
- A letter of commitment which pledges that the authorized representative shall obey all relevant regulations and laws for activities in Turkey
- Address of the branch
- Field(s) of activity of the branch
This document is to prove that the decision with regard to the opening of a branch in Turkey has been made by the authorized organ(s) of the company. Both an original copy of the document and its Turkish translation are attached to the petition.
An original copy of the company’s Articles of Association and its Turkish translation are to be attached to the petition.
An Establishment Document which shows where the company was established, when it was established and on which country’s law system it was based, and a Current Status Document showing that the company is still active are to be prepared. One original copy and a Turkish translation of each document have to be attached to the petition.
A Power of Attorney assigning the company’s fully authorized representative who resides in Turkey has to be prepared and should show that:
- The representative shall carry out the activities defined in the company’s Articles of Association.
- The representative shall represent the company.
- The representative shall represent the company in all possible cases which may stem from the Branch’s future activities to take place in Turkey’s courts as a defendant, claimant or third party.
- The representative shall assign someone else to his/her post equipped with the same power he/she had before in case he/she is to temporarily stay abroad.
- The representative shall be authorized to assign new representatives in case any subordinates are opened in the future.
An original copy and a translated version of the Power of Attorney are to be attached to the petition. The documents are to be
- Ratified by a Notary Public and then to be legalized by the Turkish Consulate General in the country where the company is based or
- The petition in Turkish language has to be prepared and signed by an authorized person.
In case a representative is used, the original copy of the power of attorney in Turkish language (or a legalized copy of the Power of Attorney) is also to be attached.
Five copies of the Establishment Petition and Notice Form (‘Kurulus Dilekçesi ve Bildirim Formu’ in Turkish) are prepared and signed by the authorized person.
Two legalized/notarized copies of the Power of Attorney which assigns the company representative based in Turkey are to be submitted.
The MoCI’s letter that approves the opening of the branch is also to be attached to the Petition.
The MoCI is supposed to hand over special documents called ‘Müzeyyel Beyanname veilani’ to the company. These documents are also to be attached to the petition.
If the authorized person in charge of the branch is a Turkish national, a notarized copy of his ID card is to be attached to the petition. Otherwise, a notarized copy of the passport of the authorized person is needed.
The authorized person’s notarized signature circulars which also show the title of the person at the branch has to be attached to the petition.
A letter of commitment which emphasised that all the information conveyed is true is prepared and signed by the authorised persons.
A Chamber Registry Declaration Form (Oda Kayit Beyannamesi) can be obtained from the relevant Trade Registry Office. The form has to be completed and the passport photos of the person(s) in charge of the branch should be affixed to that form.
5. Branch Office
A branch’s obligations are not limited to the branch’s capital, but it is limited to its parent company’s assets. Branch offices are managed by a fully authorized commercial representative residing in Turkey.