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Turkey

Advantages

  • Turkey offers a dynamic and challenging business environment in a rapidly changing marketplace
  • The government offers significant incentives for manufacturing investment, encouraging regional development and favored industries as well
  • In general, there is no restriction on the ratio of foreign shareholding
  • The workforce is highly motivated, disciplined and trainable
  • Manufacturing costs are low
  • Ongoing EU integration process improves prospects
  • Turkey has been in a Customs Union with the EU since 1996

Main Forms of Incorporation

  • Limited liability company (Ltd. Sti.)
  • Joint-stock company (A.S.)
  • Branch office
  • Liaison office

Limited Liability Company ("LLC")

A limited liable company ("LLC" or "LTD" as referred in Turkey) is a company formed by two or more real or legal persons, having a corporate title and a predetermined (fixed) capital and with a liability limited to the corporate assets. The liability of the shareholders is towards the company and is limited with their share of the capital.

Incorporation
  • An LLC can be formed by minimum of two (2) and maximum of fifty (50) real or legal person shareholders with a minimum capital of TRL 5,000 (equivalent of approximately $3570.-). Statutory auditors shall be appointed to LLC's having more than 20 shareholders in accordance with Article 548/I of the TCC.
  • Articles of Association of an LLC shall be drawn up in writing, the signatures of the founders shall be authenticated by a public notary and the following items shall be designated in the Articles of Association:
    • The seat and the corporate title of the company;
    • The subject matter of the company;
    • The capital and the committed of each shareholders towards the capital;
    • Duration of the company;
    • Time and method for the distribution of the dividends;
    • Amount of the reserves;
    • Appointment of the company officers.

Joint Stock Company ("JSC")

A Joint Stock Company is the company possessing a trade name, whose capital is determined and divided into shares, being liable for its debts only up to the amount of its estate. The liability of partners is limited by the shares of capital subscribed by them.

Incorporation

Minimum of five (5) shareholders and TRL 50,000 (approximately €29,218) of capital is required to establish a JSC. Articles 277 and 272 of TCC regulate such requirements.

Commercial Title of the Company.

Articles of Association

A JSC shall be established by a contract among the shareholders. The contract must be in a written form and signatures shall be authenticated by public notary. The contract used for the incorporation of JSC's is called "Articles of Association" ("AoA"). The AoA must contain the following information.

  • Headquarters and corporate title of the company;
  • The objective of the company;
  • Main capital, nominal value of shares, number of shares and the conditions of payment;
  • In case of capital commitment in kind (rather than or together with cash), the value appraised for the in kind capital;
  • Special privileges if any are present for shareholders, directors or other persons;
  • Provisions concerning the election of the members of Board of Directors and statutory auditors; their rights and duties and the persons authorized to represent the company;
  • Rules related to general assembly meetings;
  • The duration of the company;
  • The form of announcements of the company;
  • Portion of the capital each shareholder has subscribed for.

The above listed subjects are the compulsory minimum of the content of AoA. The shareholders are free to insert any other provision/s they may think appropriate for the operation of the company as long as they comply with the mandatory rules.

It is permitted under Turkish law for the shareholders to sign and execute individual agreements between themselves and/or regulate all aspects of shareholder relations such as in the form of a "Shareholders Agreement". It is agreed that the JSC itself could become a party to those kinds of individual contracts.