What is Company Establishment?
Company establishment is the registration and organization process carried out for a commercial activity to gain legal personality under a certain type of company. Limited and joint stock companies are among the most frequently preferred capital companies in Turkey. These companies gain legal personality by being registered in the trade registry.
The process of establishing a company is not just about filling out forms. Company type, partnership structure, capital, management, representation authority, field of activity, share transfer, tax liabilities and future partnership disputes should be evaluated together at the establishment stage.
Main Differences Between Limited Company and Joint Stock Company
A limited company can be established by one or more natural or legal persons; There is an upper limit on the number of partners. On the company information page of the Ministry of Commerce, it is stated that a limited company can be established with a minimum of one and a maximum of fifty partners, and that the liability of the partners towards the company is limited to their capital shares.
A joint stock company is a capital company whose capital is divided into shares and managed by the board of directors. Large-scale investments, share transfer flexibility, investment acquisition plan, share structure and corporate governance needs may make a joint stock company more suitable. However, it cannot be said that a joint stock company is better or a limited company is more advantageous for every concrete enterprise.
Minimum Capital Amounts
Minimum capital amounts in newly established joint stock and limited companies must be determined according to current legislation. The Ministry of Commerce announced that the minimum capital has been increased to 250,000 TL in joint stock companies and 50,000 TL in limited companies, effective from January 1, 2024. In non-public joint stock companies that accept the registered capital system, the initial capital cannot be less than 500,000 TL.
On the company information page of the Ministry of Commerce, it is also stated that in the establishment of a joint stock company, one quarter of the capital must be paid before registration, and the remaining must be paid within 24 months following registration; it is stated that the limited company capital can be paid within 24 months following registration.
Establishment Application via MERSİS
Company establishment procedures are initiated through MERSİS. In the MERSİS establishment application guide, it is stated that system users can initiate the process with the "Establishment Application" button and progress the process by selecting the type of company to be established. Among the types of companies that can be applied for establishment are joint stock companies and limited companies.
On the MERSİS home page, carrying out trade registry transactions electronically and storing the contents that need to be registered/announced electronically are among the basic functions of the system.
What Should Be Considered in the Articles of Association?
The articles of association are the basic founding text of the company. Company name, head office address, field of activity, capital, partners, shares, management and representation, general assembly, share transfer, announcement and other provisions are regulated in the articles of association.
The use of ready-made standard texts may be sufficient in some simple organizations; However, the articles of association should be prepared more carefully in companies that have a large number of partners, are planned to receive investments, have foreign partners, are family businesses, or will be established in areas subject to special operating permits.
If share transfer, pre-emption right, non-competition, management authority, profit distribution, exit/expulsion, minority rights and dispute resolution mechanisms are not considered at the establishment stage, partnership disputes may arise in the future.
Trade Registry and Registration Stage
After the MERSİS application is completed, the application documents are examined at the relevant trade registry office. The articles of association, information regarding the founders, capital, representatives, signature data, chamber records and other documents are checked. If there is a deficiency, it may be requested to be completed.
With registration, the company acquires legal personality. After registration, announcement in the Turkish Trade Registry Gazette, tax office transactions, book certifications, SSI process, e-notification, e-invoice/e-archive obligations and permit/license procedures depending on the field of activity may come to the fore.
Post-Establishment Obligations
Legal and financial obligations continue after the company is established. Tax records, commercial books, decision book, general assembly decisions, board of directors or board of directors decisions, share ledger, accounting records, contracts, data protection obligations, employee employment and commercial activity permits should be followed.
MERSİS announcements include processes related to applications such as e-signature, mobile signature, e-Government login, UETS and digital capture of signature data in company transactions. For this reason, it is also important to manage electronic systems correctly after establishment.
Additional Controls in Foreign Partnership Companies
In companies with foreign partners, additional issues such as passport, tax number, potential tax identification number, foreign legal entity documents, apostille, translation, notary approval, certificate of activity, authority of representation and capital transfer may come to the fore.
Whether the foreign partner is a natural person or a legal entity, the company's field of activity, sectoral permits and foreign capital notifications may affect the establishment process. For this reason, more detailed document checks should be carried out in organizations with foreign partners than in standard domestic partner company establishments.
Frequently Asked Questions
Should a limited company or a joint stock company be established?
The choice depends depending on the number of partners, capital structure, investment plan, share transfer need, management model and field of activity.
What is the minimum capital for a limited company?
According to the current statements of the Ministry of Commerce, the minimum capital for newly established limited companies is 50,000 TL.
What is the minimum capital for a joint stock company?
The minimum capital for newly established joint stock companies is 250,000 TL. In non-public joint stock companies that accept the registered capital system, the initial capital cannot be less than 500,000 TL.
Is company establishment done through MERSİS?
Establishment application is initiated through MERSİS; Registration and related documents are completed through the trade registry directorate process.
Do all transactions end when the company is registered?
No. Tax, book, electronic notification, accounting, SSI, license and special permit processes according to the field of activity should also be followed.