8 Steps to Set Up a Business in Turkey

By 3rd January 2020 Advice about Turkey

1- Submit memorandum and status online at MERSIS

MERSIS is a central information system for setting up business register processes and storing business register data electronically on a regular basis. A unique number is assigned to legal entities active in the business.

2- Complete and notarize company documents

Notarized articles (four copies, one original)

In the case where a foreign partner is a real person, the required documents are:

– For each shareholder in real person, two copies of his or her passport

If the international partner is a legal person, the following documents are required:

– The certificate of activity of the legal entity designated as shareholder issued by the competent authority in the country of the investor. The certificate must contain information on the current status and signatories of the company.

– Resolution(s) of a competent administrative body of the shareholder legal entity(ies) authorizing the establishment; If there is a specific condition for the envisaged company to be incorporated (name of the company, field of activity, etc.), this should be indicated in the resolution for reasons of clarity.

– If a legal person will be appointed as a member of the board of directors of the potential company to be incorporated, the name of the actual person who will act on behalf of the legal entity and the authorized person. It must be set out in the same resolution or with a separate declaration for reasons of clarity.

– If a power of attorney follows the procedure, a notarized copy of a power of attorney authorizing the attorneys who will follow the application before the competent trade registry office and other official authorities to proceed with the application (if applicable).

Notarized declarations of signature (two copies)

Notarized identification cards of the company’s managers (one copy)

3- Obtaining a potential tax identification number

A potential tax identification number for the company, non-Turkish shareholders, and non-Turkish board members of the company must be obtained from the relevant tax office. This tax identification number is required to open a bank account to deposit the capital of the company to be incorporated.

4- Deposit a percentage of the capital in the account of the Competition Authority

Original bank receipt (from Halk Bank, Ankara Branch) indicating that 0.04 percent of the capital has been deposited in the account of the Competition Authority of the Central Bank of the Republic of Turkey (CBRT) or a state-owned bank or EFT signed and stamped “collected.”

5- Deposit at least 25 percent of the start-up capital in a bank and obtain proof of this deposit.

25% of the share capital must be paid before the new company is registered. The remaining 75 percent of the subscribed share capital must be paid out within two years. Alternatively, the capital amount may be paid in full before registration.

6- Apply for entry in the commercial register

After completion of the registration phase at the Commercial Registry Office, the Commercial Registry Office notifies the tax office and the social security institution ex officio about the formation of the company. The Commercial Registry Office organizes an announcement in the Commercial Registry Gazette within approximately ten days of the company’s registration. A tax registration certificate must be obtained from the local tax office shortly after the Commercial Registry Office notifies the local tax office. A social security number for the company must be obtained from the relevant social security institution. For employees, a separate application must be made after the company is registered with the social security institution.

7- Certify the legal books by a notary public

The founders must certify the legal books on the same day they register the company with the Trade Registry Office. The notary must inform the tax office of the certification of the business books.

8- Follow the tax office on the notification of the establishment of the company from the trade register office.

At first, the commercial registry office notifies the tax office and the social security institution of the company. A tax officer comes to the company’s headquarters to prepare a determination report. There must be at least one authorized signature in the determination report. Trade registrars send the company’s establishment form, which includes notification of the tax number, to the tax office.

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