Anonim Incorporated company

Anonim Incorporated company
It is a company whose capital is determined and divided into shares, and it is liable for its debts only with its assets. The shareholders of a joint stock company are only responsible for the capital shares they have pledged and towards the company. The partners of a joint stock company have no responsibility in terms of public debts (such as tax debt, social security premium debt) except for the capital they have committed to put into the company. The board members are responsible for uncollectible public debts from the company's assets. If the general debt of the company cannot be recovered from the company's assets, the members of the board of directors are also unlimitedly and individually responsible for their personal assets. Joint stock companies can be formed to carry out any type of business that is not prohibited by law in their articles of association. It is possible to establish a joint stock company with an additional partner. This partner can be a natural or legal person.

A joint-stock company must have two authorized and appointed bodies. 1- General Assembly: As a rule, all shareholders are represented and this authority is exclusively authorized to make some important decisions about the company (for example, amending the statutes, electing the board of directors, electing the inspector, termination of the company, etc.). 2- Board of Directors: It is the body that is responsible for the management and representation of the company. It is possible that the board of directors consists of only one member. There is no requirement that the members of the board of directors be Turkish citizens or residents of Turkey. The process of establishing a joint stock company The conditions for establishing a joint stock company for foreign investors in Turkey are the same as for domestic investors.

Minimum capital: Joint-stock companies must be established with a capital of at least 50,000 TRY, unless otherwise stipulated in special laws. In addition, at least 25% of the pledged cash shares in joint-stock companies must be deposited into the bank account opened in the name of the company before the registration of the company. Number of partners: Joint-stock companies must have at least one partner. There is no limit to the number of partners. But if the number of partners in joint-stock companies is more than 250 people, the company is subject to the capital market law.

The process of online application and transactions of the Trade Registry Office of establishing a company is initiated by the users of the system through the application of the Central Registration System (MERSİS), an online system. After the application made through MERSIS, an online appointment must be made from the Business Registry and present at the regional representative at the time of appointment. The founders or the deputy founder must be present at the meeting. At this stage, the address of the residence of the partners and managers (domestic or foreign), e-mail address, phone number, mother's name, father's name and passport photo of the partners must be prepared. All directors of the company must sign the petition in order to prepare it for the Trade Registry Office. If signed by a lawyer, the original or certified copy of the power of attorney must be attached to the petition. The tax office to which the company will be affiliated is determined at this stage.

The main contract of the company is prepared at this stage. In the establishment petition; The title, capital, date of opening and operational codes of the company on this date should be clearly mentioned along with the NACE code (What is the NACE code?). The title of the company is subject to compliance control in the Merseys system. Points to consider when choosing a title. Since the company's central address will be used during the registration process, one should not forget that the lease agreement or ownership document of the workplace is required. 0.04% The capital of the designated company must be deposited into the bank account of this institution as a "competition reference contribution". There is no need to go to the bank for this transaction.

Important additional information for foreigners: Passports, notarized copies of translated passports must be prepared for partners of natural persons with foreign nationality. Tax number If there is a foreign partner, the partner or partners mentioned must obtain a tax number from the tax department by referring to the Business Registration Office and Register in Mercy. Residence Permit If the foreign partner resides in Turkey, a notarized residence permit must be prepared. Organization Information Form An establishment information form must be attached to the file.
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The minimum amount of the share price of the partners, which is determined by the law or the articles of association, must be deposited into the bank account for opening. A bank letter containing the names, surnames and titles of the partners of the depositing company as well as the amounts deposited by each of the partners and the total amount deposited should be prepared to be sent to the institution. A temporary bank account has not yet been opened for this transaction. If all or part of the company's capital is pledged in cash, at least a quarter of the pledged shares must be paid in cash before registration and the rest within twenty-four months after the company's registration.
In order to establish a joint stock company with a special license, an establishment permit is required. For joint stock companies whose establishment is subject to the permission of the ministry or other official institutions, a permit must be prepared. (eg banks and insurance companies)
Statement of acceptance of duty, if applicable

If the members of the board of directors are non-shareholders of a joint-stock company, the written statements of these members must be obtained regarding the acceptance of the task. The appointment of the manager, if there is a manager other than the partners, a transfer acceptance document must be drawn up. If a legal entity is selected as the manager, The name, address, nationality and ID of a natural person are determined by the legal entity and on behalf of the legal entity. A notarized copy of the authorized authority's decision along with the identification number (tax number of foreign nationals) is required. If the legal entity is a foreign national, this decision must be confirmed by the Turkish consulate in the country where the company is located or in accordance with the rules of the agreement on the elimination of the obligation to certify foreign official documents. In addition, it is mandatory to prepare notarized Turkish translations of them. If the natural person designated by the legal entity is a foreign citizen residing in Turkey, it is mandatory to have a residence permit and a notarized copy of the passport with a Turkish translation.
The members of the board of directors of legal entities, in case of electing a legal entity as a member of the board of directors in a joint stock company, name, surname, address, citizenship, etc. A certified copy of the decision of the authorized authority of the member of the board of directors of a legal entity should be prepared in such a way that the identification number (tax number of foreign nationals or identification number for foreign nationals) can be seen. If the member of the board of directors is a foreign legal entity, documents containing current records must be provided. Register a legal entity. In other words, documents proving that the foreign company is active are required. It is important that these documents are approved in accordance with the provisions of the Turkish consulate in the country where the company has a presence or the agreement to remove the requirement to certify foreign official documents, and that their Turkish translation is notarized. . If there is a partner of a foreign legal entity or an authorized legal entity, the tax number should be stated in the articles of association. If the legal entity is a member of the board of directors of a foreign national joint-stock company, the decision must be approved by the Turkish consulate in the country where the company operates or in accordance with the provisions reach this law The agreement to cancel the requirement to certify foreign official documents and their notarized Turkish translation should be prepared. In addition, if a foreign natural person is specified by a legal entity and this foreign natural person resides in Turkey, the residence permit and a notarized copy of the passport with a Turkish translation must be attached to the file. Note: In the company's statutes, first and last name All partners, members of the board of directors and managers, as well as their residence, nationality and T.R. The identification number (tax number of foreign nationals or foreign identification number) must be entered.

Drafting the signature circular and official accountant's contract after registering the articles of association of the joint-stock company in the trade registration office, the signature circular and the official accountant's power of attorney under the title of the company should be issued. General ledger certificates used by the joint-stock company and other electronic ledger transactions at this stage To be done. The steps of opening a business registration tax office are not enough to start a business activity and issue an invoice for a company in Turkey. At this stage, it is necessary to conduct the opening transaction in the tax office to which the head office of the joint stock company is affiliated. The registration procedures of the tax administration are carried out by independent accountants and financial consultants with a power of attorney and a work contract from the founders. After going through the application process, the tax office sends an attendance officer to the address of the workplace and prepares the attendance report without prior notice. For the success of this survey, if a virtual office is used, the sufficiency of virtual office facilities (such as real address, telephone, secretariat) to do work or the arrangement of the work environment (table, chair, computer, network connection, etc.) if using Real physical office. Opening of the workplace of the social security institution, if according to the law of social insurance and public health insurance No. 5510, personnel are employed in the workplace of a joint-stock company (in the established company), the workplace number must be at the latest by 2010 Establish an institution. The insured is employed. With Law No. 7099 amending some laws for improving the investment environment, which was published in the official gazette dated 10/03/2017 and No. 30356, the Trade Registration Office automatically announces the establishment of the Social Security Organization. Place of work, regardless of whether the insured will be employed or not. License to open and operate municipal businesses

The business license is obtained by referring to the municipality to which the workplace is affiliated. business and work permits; They are called health institutions, non-health institutions, places of recreation and public rest. After preparing the necessary documents, the application for a business license is made in person or by persons authorized to sign at the Municipalities Licensing and Inspection Department. According to the field of activity of this company, by the supervision and inspection department; Fire Department (in terms of fire, explosion, etc.), District Police Department (in terms of public security and public order), Municipal Development and Urban Development Department (in terms of zoning), Municipal Police Department (in terms of environment) and Sedah), Sea Port Branch Office (in terms of public security and public order), a letter is written to the municipality to obtain a compliance opinion, to the port commander (in terms of the port administration). and, if necessary, to other public-private institutions and organizations.