![Guideline on Company Formation in Turkey](https://vergiport.com/blog/uploads/images/image_750x_5fa939c99f3e5.jpg)
Guideline: 2017/3
Guideline: 2017/3
Submitting the memorandum and articles of association online at MERSIS
Executing and notarizing company documents
Obtaining potential tax identity number
Depositing a percentage of capital to the account of the Competition Authority
Depositing at least 25 percent of the start-up capital in a bank and obtain proof thereof
Applying for registration at the Trade Registry Office
Following up with the tax office on the Trade Registry Office’s company establishment notification
When establishing a company in Turkey, one needs to adhere to the following rules and regulations:
Pursuant to the Trade Registry Regulation, trade registration transactions must be fulfilled through MERSIS (Central Registry Record System). MERSIS is a central information system for carrying out commercial registry processes and storing commercial registry data electronically on a regular basis. A unique number is given to legal entities that are actively involved in business. Online establishment of new companies is possible on MERSIS, and already-established companies may operate through the system after the transfer of their records.
The following documents are required for registry application at the relevant Trade Registry Office:
It should be noted that all the necessary documents that will be issued and executed outside Turkey must be notarized and apostilled or alternatively ratified by the Turkish consulate where they are issued. The original executed, notarized, and apostilled documents must be officially translated and notarized by a Turkish notary.
A potential tax identity number for the company, non-Turkish shareholders, and non-Turkish board members of the company, must be obtained from the relevant tax office. This potential tax identity number is necessary for opening a bank account in order to deposit the capital of the company to be incorporated. The documents required by the tax office are as follows:
Original of bank receipt (from Halk Bank, Ankara corporate branch) indicating that the 0.04 percent of the capital has been deposited to the account of the Competition Authority at the Central Bank of the Republic of Turkey (CBRT) or a public bank, or the EFT receipt signed and stamped “collected” (account no: 80000011 - IBAN no: TR40 0001 2009 4520 0080 0000 11), which shows an amount equal to 0.04 percent of the company’s capital has been paid to the account of the Competition Authority.
25 percent of the share capital must be paid in prior to the new company registration. The remaining 75 percent of the subscribed share capital must be paid within two years. Alternatively, the capital may be fully paid prior to registration.
Pursuant to gathering the following documents, founders may apply for registration (Please note that some of these documents below are same as the ones stated in Section 1):
Following completion of the registration phase before the Trade Registry Office, the Trade Registry Office notifies the relevant tax office and the Social Security Institution ex-officio regarding the incorporation of the company. The Trade Registry Office arranges for an announcement in the Commercial Registry Gazette within approximately 10 days of the company registration. A tax registration certificate must be obtained from the local tax office soon after the Trade Registry Office notifies the local tax office.
A social security number for the company must be obtained from the relevant Social Security Institution. For the employees, a separate application must be made following the registration of the company with the Social Security Institution.
The Trade Registry Office notifies the tax office and the Social Security Institution of the company’s incorporation. A tax officer comes to the company headquarters to prepare a determination report. There must be at least one authorized signature in the determination report. Trade Registry Officers send the company establishment form, which includes the tax number notification, to the tax office.
After the company is registered before the Trade Registry, the signatories of the company must issue a signature circular.