CPA Firm in Turkey

Business Settlement Types in Turkey

Liaison Office Establishment

Foreign Companies can open liaison offices in Turkey which are have no permission for trade activity. Liaison Offices only represent a company in Turkey, but all of activites should be done by main body.

For a liasion office permission in Turkey, the relevant company has to apply to the Secretary of Treasury, Foreing Investments Division, Ankara. Generally, with proper documents, applications for establishment or extension of permission are to be finalized within 5 days. Applications of foreign companies to establish liaison offices so as to operate in sectors subject to special legislation such as money and capital markets, insurance, etc. are assessed by the relevant regulatory and supervisory authorities
The following documents have to submitted to the Treasury for establishing a liaison office in Turkey are as follows;
a) The original copy of Certificate of Activity approved by the related Consulate or approved in accordance with
the provisions of the Convention on the Abolishing Requirement of Legalization for Foreign Official Documents Approval Obligation, prepared on the basis the Hague Conference on International Private Law
b) Operational report or balance sheet and income statement of the main company for past two years,
c) The original copy of power of attorney issued to the name of the person who is appointed to carry out the operations of the liaison office in Turkey (Please ask for details )
d) The original copy of power of attorney in case that another person will carry out the establishment transactions of the liaison office (Please ask for details)
After an establishment permit is granted by the Foreign Investments Division, Secretary of Treasury, the relevant Liaison office is supposed to register to the local tax office and to send a copy of the tax office registration document back to relevant division of Treasury latest within 1 month Annually, informing the Secretary of Treasury, Foreign Investments Division, Liaison offices should provide Foreign Investments Division with the followings every year latest until end of May, so as to inform the authority about their activities of past year. Documents should certify that the previous year expenses of the office, workers or expat have been covered by foreign currency transferred from abroad have to be enclosed as well. For Liaison Offices permission for operation are granted for 3 years, and after that 3 years succesfull extension is depend on consideration of past years activities, plans and objectives for future.

Termination of Activitiy

In case activity termination, the termination of business note to should be received from the related tax officeand has to be submitted to the Secretary of Treasury. Liaison offices could not transfer any money except the residue arising due to liquidation. Secretary of Treasury might cancel the permission in case of legislation violation.
For further details, please contact with us.

Setting-up a Limited Liability Company

Requirements in brief
A Limited Liability Company could be settled up with minimum capital of TL 5000. That capital could be the total capital of company. Number of founding shareholders (real persons or legal entities) could be minimum 2 and maximum 50. All or some of the shareholders could be foreign nationals. There is no issued stock certificates and all shareholders liability is limited to their registered capital amount.

Establishment Procedures

However, a company could be established in a day provided that all the required documents are ready to be submitted to the Trade Registry. Registeration process usually takes 2 days. After Trade Registry, tax office will check the headquarter and grants a tax number. That also takes at least couple of days.
The Preparation of the Articles of Association and its Notarisation
It is obligatory that the articles of association of the company should contain the subjects stipulated in Articles 506 and 511 of the TCC, it should be put down in written form and the signatures of all founders should be notarised Articles of Association mainly contains and regulates those sections which are listed below.
Founders Names, Surnames Addresses, Citizenship (only for non-Turkish citizenship of the founders have to be listed )

Trade Name

The Trade Name of a company is determined by a special name and few of main activities following it. It is obligatory that the trade name has to incorporate the phrasing “Limited Sirketi” In case it could contain the name and surname of the real person, the phrasing that indicates the company type cannot be abbreviated or displayed in symbols. Trade Names are protected at all over the country after its registeration. However, special brands or Marks should be registered separately to the Registeration Office.
The Trade Name, except first name for foreign invested ones should be in Turkish. That name should not offence to any third party or violent to general eccepted ethics. Slang or any word which may harrast public is not allowed. The presence of foreign words in the trade name of a company may be permitted in cases, where these words do not contradict the law, the national, cultural and historical benefits; where the name or brand promoting the goods or services constituting the business activity of the company is in a foreign language or there is/are foreign shareholder/s in the company.
Some names should have special permission to use, such as “Cumhuriyet”, “Turk”, “Turkiye”or any word which may mean a nation, republic, should be approved by the Turkish Senate for use.

Headquarter

Headquarter is a strict obligation. Every company should have a legal adres as its headquarter. That address should be physically owned or rented. Otherwise, tax office will not accept the last phase of registeration. Adress contains state and division. Also, that address will be registered and announced at Trade Registry Newspaper. Legally, any information or legal announcement to that address will be accepted as legal announcement to company. Within the change of address, in thirty days new address should be resitered and all authorities should be awared. In case of violation to that, company could face with imminent closure by tax office.

Objective and Field of Activity

Limited Liability Companies have no permission to banking or insurance activity. Those activities could be performed by Joint Stock Companies. Except those fields company could choose many fields as, but one or two of those will be registered as main activity and NAT Code will be given according to those.

Capital

Capital of Company could be TL 5.000 minimum. The shares of each shareholder could be TL 25 for each share, Fort he capital amount In accordance with Articles 506 and 510 of TCC, it is obligatory that
-Principal capital of the company
-Capital amounts subscribed by each shareholder
-Method and terms of how this capital shall be paid have to be specified in the articles of association.
Accordingly, notwithstanding the provisions of special laws, it must be written in the capital clause of the articles of association of the company that the capital has been fully subscribed - free of any collusion and 1/4 of the cash capital has been fully paid up or It will be paid up latest within three months following the establishment of the company and the remaining portion will be paid up latest within three years.
Capital clause of the articles of association of companies which are obligated by special laws for payment of the whole or a portion larger than 1/4 of their capital will be arranged accordingly In the event that any rights, movable and immovable assets are being subscribed as capital at company establishment stage, this commitment has to be fulfilled latest within three months following the registration date of the company. In case the goods and rights put in as capital are registered at a special registry (such as land registry office, registry of ships, traffic registry, industrial property registry), these have to be registered on the behalf of the company, latest within three months of establishment

The Registration of the Company at the Trade Registry

The articles of association are first notarized and then registered at the Trade Registry Office where the company headquarter is located in or where the location of headquarter is associated with, within 15 days after notarization The company becomes a legal entity by this registry. Items that require announcement after registry are announced in the Trade Registry Gazette.

The Registeration of the Company at the Tax Office

However, Trade Registry will inform the relevant tax office about the establishment of company, it is a common way to apply before that period for starting operation. Chartered Accountants could obtain tax number immediately, otherwise company has to check for tax office visit and inspection.

Required Documents for Limited Liability Company

Real Persons

- Power of Attorney from shareholders to persons who may involve to settling up process if the shareholders would not exist during notarization process.
- A written request for registration, accompanied by the completed application form for company establishment notification. The documents must be filled in and signed by persons with signature authority representing the company
- Notarised specimens of signature of persons authorised to represent the company under name of company trade name.
- Letter of Commitment in accordance with Article 29 of the Trade Registry Regulation,
- Bank receipt of the deposit paid to the “Consumers’ Fund “account, which the amount is 0,1% of main Capital.
- For founders who are real persons of Turkish nationality, certified copies of their ID certificates and residence certificates. ID Certificates should be from notary, residence certificated could be from local authority
- For founders who are real persons of non-Turkish nationalities, a copy of the person’s passport to be presented together with the passport or its notarised translation.
- Two photos of each real person will be required for Registry Application

Legal Persons

- For foreign legal entity shareholders, the original copy and a notarised translation of the Certificate of Business Activity issued by the competent authorities approved by the related Turkish Consulate. To take advantage of the unique certification services provided by the Chamber,
- Act of Agreement about settling up a new company in Turkey with authorization to an expat or representative. Trade Name of Company should be mentioned clearly and exatly as it is and Those should be approved by Turkish Consulate or Apostiled.
- If there are movable and immovable assets or any rights to be brought in as capital, an expert’s report for ascertaining the value of these assets together and the court decision for the assignment of the expert.
- For Regulated sectors such as Financial Leasing, Factoring, Holdings, Foreign Currency Exchange Offices, Public Warehousing, founders and operators of Free Trade Zones and companies subject to the Capital Markets Law, approval from the Ministry of Commerce and Industry needed.