Company Registration in Turkey

Company Registration in Turkey

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发布日期: 2024年4月7日
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Company Registration in Turkey: Step-by-Step Guide for 2024

The second and most crucial step after market analysis for global investors entering the Turkish market is registering a company in Turkey. This guide provides an overview of the steps, types of companies, and requirements for establishing a business in Turkey.

Table of Contents


Types of Companies in Turkey

1. Joint Stock Company (JSC)

  • Structure: Suitable for larger and more corporate businesses, a JSC is divided into shares. Shareholders’ liability (excluding public debts) is limited to their capital investment.
  • Capital Requirement: Minimum capital is 250,000 TL, with 1/4 paid in cash to the company’s bank account before establishment. The remaining amount must be paid within 24 months.
  • Benefits: No upper limit on the number of shareholders, preferred by banks and insurance companies, easier share transfers, and shares may be listed on the stock exchange.

2. Limited Liability Company (LLC)

  • Structure: Can have 1 to 50 shareholders.
  • Capital Requirement: Minimum capital is 50,000 TL, payable within 24 months.
  • Benefits: 100% ownership available for foreigners, immediate establishment with zero capital (to be deposited later), common type of equity company in Turkey.
  • Responsibilities: One shareholder must be a manager; other directors can be from shareholders or non-shareholders.

3. Sole Proprietorship Company

  • Structure: Owned and operated by a single individual responsible for all debts and liabilities.
  • Benefits: No cash capital required, quick registration and liquidation, low operating costs.
  • Drawbacks: Owner is personally responsible for all actions and debts, subject to progressive tax regime.

4. Branch Office

  • Structure: Allows foreign companies to engage in commercial activities in Turkey without establishing a new entity.
  • Benefits: No minimum capital requirement, can commence business immediately, can issue invoices and transfer profits outside of Turkey.
  • Drawbacks: Limited to the parent company’s scope of activities.

5. Liaison Office

  • Structure: Set up by foreign investors for research activities without commercial engagement.
  • Benefits: Exempt from corporate income tax and VAT, relatively easy registration and liquidation.
  • Drawbacks: Prohibited from commercial activities, cannot issue invoices or transfer profits, time-restricted operations (initially three years, extendable).


Required Documents for Company Registration in Turkey

For Individual Shareholders:

  • Tax number
  • Turkish translation of passport
  • Residence address
  • Contact information
  • Biometric data

For Corporate Shareholders:

  • Notarized and apostilled board decision
  • Representative’s contact information, address, Turkish ID number, and passport copy
  • Residence permit and Turkish ID number (if based in Turkey)


Steps for Company Registration in Turkey


  • Determine the Trade Area: Choose between mainland or free zones.
  • Choose the Company Type: Decide between LLC or JSC.
  • Decide on Managers and Share Capital Amounts:For JSC: Minimum 250,000 TL, with 1/4 paid before establishment.For LLC: Minimum 50,000 TL.
  • Prepare the Articles of Incorporation:Reserve company title.Sign a lease contract for the legal address.Obtain tax ID numbers for founders.Translate and notarize founders’ passports.
  • Submit Documents:Submit all required documents and pay registration fees.Register with the tax office.Obtain a notarized signature circular for managers.

Cost of Company Formation in Turkey

Forming a company in Turkey typically costs around 4,000 EUR. This includes:

  • Virtual office fee: 100 EUR/month
  • Company formation services: Approximately 3,000 EUR
  • Accounting and tax consultancy: Around 500 EUR/month
  • Bank account opening services: 500 EUR/bank

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Duration of Company Setup in Turkey

  • For Shareholders in Turkey: 1-3 days for company formation, bank account opening, and online banking setup.
  • For Shareholders Abroad: Longer setup process and higher costs for remote establishment.

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Tax Registration for Companies in Turkey

Tax registration is last one of the company registration steps in Turkey. This is an essential step to ensure compliance with the Turkey’s legal and regulatory framework. Here’s the process and key considerations:

1. Obtain a Tax Identification Number (TIN)

? ? ?Step 1: Company Registration

  • Before tax registration, your company must be officially registered with the Trade Registry Office.

? ? ?Step 2: Application for TIN

  • Apply for a Tax Identification Number at the local tax office where your company is registered.
  • Required Documents:Trade Registry Gazette indicating the company’s registration.Articles of Association of CompanyCopies of the identification documents (passports) of the company directors.Proof of address for the company’s headquarters.(Rent Agreement)

2. Value Added Tax (VAT) Registration

? ? ?Step 1: Determine VAT Obligations

  • All companies in Turkey are required to register for VAT. The standard VAT rate is 20%, with reduced rates of 1%, 8%?and 10% applicable to certain goods and services.

? ? ?Step 2: Submit VAT Registration Form

  • Complete and submit the VAT registration form at the local tax office.

? ? ?Step 3: VAT Number Issuance

  • Upon approval, the tax office will issue a VAT number for your company.

3.?Withholding Tax Registration

  • Register for withholding tax if your company makes payments subject to withholding such as salaries, rent and certain types of professional services such as Accounting, Translate, Law

4.?Corporate Income Tax Registration

  • Companies operating in Turkey are required to pay a 25% tax on their profits. However, certain sectors benefit from reduced corporate income tax rates.

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For further information, check out our article on Tax Registration in Turkey

Social Security Registration for Companies in Turkey

Register with the Social Security Institution (SGK) for social security contributions. This is mandatory for companies employing staff in Turkey.

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Required Documents:

  • Company registration documents.
  • Identification documents of the directors.
  • Employment contracts of the employees.

?For further information, check out our article on Turkish Social Security System


Applying for Business Licenses in Turkey

If your company in Turkey will engage in certain regulated activities, it is mandatory to complete the business licensing phase. This involves obtaining specific business licenses and permits from the relevant authorities overseeing the industry in which your company will operate. Here is an overview of the process and requirements for obtaining business licenses in Turkey:

1. Identify Industry-Specific Requirements

Step 1: Determine the Industry

  • Identify the industry in which your company will operate. Common industries requiring special licenses and permits include:HealthEducationInsuranceFinancial servicesManufacturing

Step 2: Research Regulatory Bodies

  • Research the regulatory bodies and authorities responsible for issuing licenses in your specific industry. Each industry has its own set of regulations and requirements.

2. Prepare Required Documentation

Step 1: Gather Necessary Documents

  • Compile the necessary documents for your license application. These may vary by industry but generally include:Company registration documents.Articles of Association.Identification documents of company directors.Proof of company address.Relevant qualifications or certifications of key personnel.

Step 2: Additional Industry-Specific Documents

  • Depending on the industry, additional documents may be required, such as:Health industry: Medical licenses, facility inspections, compliance with health regulations.Education : Accreditation certificates, curriculum approvals, staff qualifications.Insurance : Financial statements, solvency requirements, regulatory compliance.Financial services: Capital adequacy, regulatory filings, operational guidelines.Manufacturing: Environmental impact assessments, safety protocols, production permits.

3. Submit the Application

Step 1: Complete Application Forms

  • Fill out the appropriate application forms provided by the regulatory authority.

Step 2: Submit Application

  • Submit your application along with all required documents to the relevant authority. This can often be done online or in person.

Step 3: Pay Application Fees

  • Pay any applicable application fees. Fee amounts vary by industry and type of license.

4. Compliance and Inspections

Step 1: Compliance Checks

  • Ensure your business complies with all regulatory requirements and standards set by the relevant authority.

Step 2: Site Inspections

  • Be prepared for site inspections or audits by the regulatory body to verify compliance with industry-specific regulations.

5. Obtain the License

Step 1: Approval Process

  • The regulatory authority will review your application and conduct any necessary inspections. If your application meets all requirements, it will be approved.

Step 2: License Issuance

  • Once approved, you will receive your business license, allowing you to legally operate in your industry.

6. Ongoing Compliance

Step 1: Maintain Compliance

  • Continuously comply with industry regulations and standards to avoid penalties or revocation of your license.

Step 2: Renewal of License

  • Be aware of the expiration date of your license and ensure timely renewal by submitting the necessary documentation and fees.

Management of the Companies in Turkey

You can manage the company yourself or appoint a director. According to the Turkish Commercial Code, at least one manager is required, who can be a shareholder or an external appointee. If the manager is a legal entity, a natural person must be appointed to represent it. Foreign managers require a work permit.

Duties and Responsibilities of Managers

Managers are responsible for:

  • Preparing financial statements and annual reports.
  • Executing general assembly meeting decisions.
  • Establishing the accounting system and conducting audits.
  • Notifying the commercial court if the company is in debt.


Business Bank Account in Turkey

A bank account is essential for financial transactions, including share capital deposits, tax payments, and efficient financial management. Required documents include:

  • Articles of Association
  • Company registration certificate
  • Tax registration certificate
  • Company seal
  • Wet signatures of representatives
  • Residence permit (if representatives are based in Turkey)

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For further information, check out our article on Corporate Bank Accounts in Turkey

Setup Your Business in Turkey with A&M Consulting Co.

A&M Consulting Co. as a Turkish Accounting Firm specializes on end to end performing company registration in Turkey?for particularly foreign investors and corporate companies in Turkey and conducts theirs?Company Formation in Turkey?and?Accounting and Bookkeeping Services in Turkey. We’re beside you to ease the process of accounting & bookkeeping for companies like you and help formation your company in Turkey.

?DISCOVER OUR SERVICES:

You can reach out to our experienced consultans via email or by filling out the Contact Form on our website’s contact page

A&M Consulting Co.

www.a-m.com.tr



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