Foreigners can establish a company in Turkey by completing the necessary legal procedures. At this point, there is a law that deals with the process of establishing a company in Turkey by foreigners. With the Foreign Direct Investment Law No. 4875, the provisions regarding this process are stated. Within the scope of the law; In addition to the issues such as freedom of investment, encouragement of foreign investors and equal treatment, some guarantees were also given to foreigners with some provisions.
There are different companies regulated under the Turkish Commercial Code. Each of these companies has different names, features and legal regulations. Regarding which companies can be established by foreigners in Turkey, it should be stated that in accordance with the equality principle of Law No. 4875, Turks can establish all companies that they have the right to establish. When the old law was in force, foreigners did not have such a right. Foreigners had the right to establish limited and joint stock companies only. However, with the new law, the restriction that foreigners are exposed to in the process of establishing a company has been lifted and they have the right to establish all types of companies stated in the Turkish Commercial Code.
These are the sole proprietorships that foreigners can establish:
*General Partnership
*Limited Partnership
*Ordinary Partnership
*Cooperative Company
These are the companies with share capital that foreigners can establish.
*Limited Company
*Joint Stock Company
*Limited Partnership in Which the Capital is Divided into Shares
Before making an official application to establish a company, foreigners must complete certain procedures and preliminary preparations for the establishment of a company. In this context; The type of company to be established should be determined, a main contract should be prepared according to the content of the activities to be carried out within the scope of the company, and the physical requirements of the company should be met.
It is very important to get legal support during the preliminary preparation process. Because most of the problems experienced by foreigners during the establishment of a company in Turkey are caused by mistakes and omissions made during the establishment process of the company. The basic procedure to be followed with the completion of the preparatory process is as follows:
*Preparation of the articles of association of the company,
*Submission of minutes and articles of association via MERSIS,
*Arranging and notarizing documents and papers,
*Obtaining potential tax number of the company,
*Depositing a part of the capital to the Competition Authority bank account,
*Depositing a portion of the capital into the company bank account,
*Applying to the Trade Registry Office for registration,
*Registration of statutory record of the company,
*Requesting the company establishment statement from the tax office,
*Arrangement of specimen of signature,
*Transferring certain documents to the e-TUYS system.
Mandatory Books Required in Company Establishment of Foreigners:
*Day Book
*General Ledger
*Inventory Book
*Stock Book
*Management Meeting Minute Book
*General Assembly Meeting Minute Book
In the process of establishing a company by foreigners, some documents must be present in the first application to the Trade Registry Office. These documents are as stated below:
*The Articles of Incorporation,
*Passport copy of each of the shareholders,
*Activity certificate about the signatories,
*Corporate authority decisions showing the approval of legal entity shareholders for the establishment,
*Decision containing the name of the real person who will act on behalf of the legal person and the assignment,
*In case the process will be followed by proxy, notarized copy of the power of attorney providing authorization,
*Statement of Signature,
*Identity card copies of company directors.
The documents to be requested by the tax office during the application to obtain a potential tax number are as follows:
*Registration Request Petition,
*The Articles of Association,
*Rental Contract.
In the application for registration to the Trade Registry Office, the following documents must be submitted:
*Registration Request Petition,
*Organization Notification Form,
* The Articles of Incorporation,
*Payment document to the Competition Authority,
* Statement of Signature,
*Foundation declaration,
*Chamber of Commerce registration form,
*Written statements of non-partner members of the board of directors,
*Bank statement of minimum capital deposit.
There is the provision "Compliance with the provisions of the legislation regarding foreigners regarding the establishment and operation of a workplace by foreign nationals" in the clause (l) of the 5th article of the Regulation on Business and Working Licenses published in the Official Gazette dated 10.08.2005 and numbered 25902. It is obligatory for foreign persons who will open a workplace to obtain a work permit from the Ministry of Labor and Social Security before starting to work.
If foreigners want to open a workplace and work on their own name and account, they should apply to the Ministry for a work permit following the completion of the establishment procedures (such as the publication of the workplace in the trade registry or chamber of commerce registry gazette and obtaining a tax number) before the relevant authorities.
As a result of the evaluation to be made by the Ministry, it is obligatory for foreigners who are granted a work permit and apply to the relevant municipalities together with these permit documents and request a business license and a work permit.
Establishing a business and issuing work permits; Temporary work permits are also given by the Ministry to foreigners who are business owners or partners, and it is possible for the relevant municipalities to issue a business and work license for these foreigners, taking into account the periods specified in the temporary work permit. In this context, municipalities do not need to request an Independent Work Permit from foreigners with a temporary work permit.
As can be seen; foreign persons can establish all companies allowed by Turkish legislation on an equal basis with domestic investors in Turkey. Company establishment processes require a technical and comprehensive study. Because; We will be pleased to support you in order to obtain more useful results by obtaining detailed information and to prevent possible problems.
Avukat Busem ERDOĞAN İSKURT
Avukat Hüseyin ACAR
