Legalixa Law Firm is a full service Turkish Law Firm with a long record of excellence and professional leadership in Istanbul, Turkey. Our Turkish company formation lawyers are prepared to handle your Turkish company formation in Istanbul, Turkey and inform you on Types of Companies in Turkey. Legalixa Law Firm is a progressive, full-service Turkish law firm comprised of talented and effective attorneys who are dedicated to serving their client’s legal needs in Istanbul, Turkey. Based in Istanbul’s new Atasehir Financial District, Legalixa Law Firm is able to protect its clients’ rights throughout Turkey.
Types of Companies in Turkey
Legalixa Law Firm has one of the preeminent company formation and governance practices in Turkey, drawing upon the expertise of our corporate, securities, governance, litigation, and compensation specialists to provide our clients with the information and analysis needed to respond to a rapidly changing regulatory environment. Our company formation lawyers are prepared to handle your company formation in Turkey. Our lawyers are experienced in liaison office formation, branch office formation, free trade zone company formation, joint stock company, joint venture formation, limited liability company formation, holding company formation, and company management and governance.
We maintain a unsurpassed practice counseling and representing large and small companies and boards of directors regarding entity formation and corporate governance matters. We advise our clients on all matters concerning formation of new entities from corporate formalities to tax issues.
Our services with respect to company formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, and Turkish liaison offices. We provide targeted advice with respect to both the choice of entity and Turkish laws under the entity is to be organized. Our clients range from small private companies with no internal legal staff to large public companies with their own internal compliance teams. For each of our clients we tailor our approach to that client’s unique requirements.
In many circumstances, advice concerning entities relates to larger, more complex transactions, including joint ventures among owners and developers of intellectual property, capital equipment manufacturers and those deploying that equipment, owners and developers of real property or energy interests and developing businesses and those providing capital to them. In all of those situations our attorneys’ ability to call upon the resources of the Firm’s other practice areas is of value to clients. In conjunction with our employee benefits, labor and tax attorneys, we assist clients with employment agreements, stock option, retirement and other employee benefit plans.
1. Turkish Limited Company
A Turkish Limited Liability Company (LLC) needs to have an initial capitalization of 10.000.-TL (around 2,500.-USD) and 1 to 50 shareholders. A shareholder of an LLC has a partnership share calculated in accordance with the nominal value of capital subscribed to. In certain cases, the total share of each shareholder is regarded as one equity share, regardless of nominal value. Transfer of shares is subject to major restrictions in an LLC (such as approval by other shareholders representing 75% of the capital) and may be altogether restricted.
Subject to the conditions prescribed in the Turkish Commercial Code and any conditions provided for in the Articles, it is possible to expel a shareholder, and a shareholder may also request from a court the dissolution of an LLC subject to certain conditions. As shares of an LLC is not represented by share certificates, share transfers are effected through registration of an executed and notarized sale and purchase agreement with the competent trade registry together with a shareholders’ decision approving such share transfer.
2. Joint Stock Company
A Turkish Joint Stock Company (JSC) can be established for an indefinite period with at least one real person or legal entity shareholder, and an initial capital of at least 50.000.-TL (around 12,500.- USD). Under Turkish law, certain activities such as banking or insurance can only be carried out by companies established as a JSC. In addition, only JSC may offer its shares to public, and trade its shares at the stock exchange.
The capital of a JSC is divided into shares, each being separate and conferring equal rights in proportion to their nominal value, except in case of special privileges. Shares are freely transferrable, however certain transfer restrictions may be set forth in the Articles of Incorporation. Share transfer in JSC is effected through endorsement and delivery of the share certificate or provisional share certificate, as the case may be. Furthermore, once a share subscribed is paid in full, the holder of that share may not be expelled.
3. Free Zone Company
A Turkish Free Trade Zone is a specially designed production site which aims at increasing export-oriented investment and production in Turkey, accelerating the entry of foreign capital and technology into Turkey, enhancing the productivity and economies of scale and increasing the utilization of external financial sources and trade opportunities. Although an Free Trade Zone is within the boundaries of the Republic of Turkey, it is treated as if it were a territory abroad. National regulations relating to foreign trade, financial and economic areas are partially applicable to Free Trade Zones. There are 20 Free Trade Zones in Turkey and their annual trade volume amounted to more than $ 23 billion in year 2005.
4. Liaison Office
Companies established in accordance with laws of foreign countries can open liaison offices in Turkey provided that those offices do not carry out any commercial activities in Turkey. So as to open a liaison office in Turkey, the relevant company has to apply to the Directorate General of Foreign Investments of the Undersecretariat of Treasury.
Applications for establishment and extension are to be finalized within 5 days following the application provided that the necessary documents are complete and proper. 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.
Application Documents for Turkish Liaison Office Registration
The following documents have to be submitted to the Directorate General for establishing a liaison office in Turkey:
- The original copy of Certificate of Activity approved by the related Turkish Consulate or approved in accordance with the provisions of the Convention on the Abolishing the Requirement of Legalization for Foreign Official Documents Approval Obligation, prepared on the basis of the Hague Conference on International Private Law,
- Operational report or balance sheet and income statement of the main company,
- The original copy of power of authority issued to the name of the person who is appointed to carry out the operations of the liaison office,
- The original copy of power of attorney in case that another person will carry out the establishment transactions of the liaison office.
5. Company Branch
Branch offices have autonomous capital and accounting to carry out commercial transactions with third parties, although they are closely associated with the parent company in respect of internal management. This means that rights, debts, profits and losses of the branch offices are assumed by the parent company. A branch office can only engage in activities of its parent company. It cannot provide goods and services or engage in any commercial activities that are not specified in the parent company’s articles of association.
Although there is no legal capital requirement for branch offices, it is required that the incorporating company maintains a capital sufficient to run the branch office in practice. A branch office shall use the same corporate name as that of the parent company by indicating that it is a branch office and also contain the location of the head office and the branch office. A fully authorized commercial representative (branch office manager) residing in Turkey needs to be appointed in order to run day-to-day business of the branch office.
Reach us for Types of Companies in Turkey
Since its foundation, Legalixa Law Firm has been the choice of numerous clients in Turkey. We’ve always worked differently than other law firms. We are committed to remaining forward-thinking and preparing for the dynamically changing world of business law. You may reach our law firm for Types of Companies in Turkey by sending an email or through Contact page.