Limited Company Registration

A limited liability company is a type of company that is established with a brand name and by gathering one or more natural or legal persons. The partners are not responsible for the company's debts, they are only obligated to pay the principal shares of the capital they have committed and have additional payment and side performance obligations contained in the company contract. In 1377, with Law No. 4369, the responsibility of the partners of the limited liability company was intensified. According to the relevant law, the partners of the limited liability company are directly responsible for public debts (such as tax debt, social security premium debt) in proportion to their capital shares. Limited companies can be established with one partner. The number of partners should not exceed 50 people. Limited companies cannot be offered to the public.
A limited liability company must have two authorized and authorized bodies. 1- General Assembly: As a rule, all shareholders have representation and this authority is exclusively authorized to make important decisions about the company (for example, amending the company's statutes, appointing managers, selecting inspectors, liquidation of the company). company, etc.). 2- Board of Directors: It is a body that is mainly responsible for the management and representation of the company. It is possible to manage the company with a single manager. At least one of the directors must be a partner. There is no requirement that directors be Turkish citizens or Turkish residents.

The process of establishing a limited company. The conditions for establishing a limited company for foreign investors in Turkey are the same as for domestic investors. Minimum capital: Limited companies can be established with a minimum capital of 10,000 TRY. The capital that the partners must put in must be determined as a multiple of 25 TRY according to the ratio of their shares. Number of partners: Limited companies must have at least one partner.
The process of online application and transactions of the business register of the company is initiated by system users through the central registration system (MERSIS), an online system. Most of the founders or deputy founders 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 provided. All directors of the company must sign the petition so that the business registry office can prepare it. If signed by the 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 company is prepared at this stage. in the petition; The title, capital, date of opening and operating codes on this date must be clearly accompanied by the NACE code (NACE code). The title of the company is subject to compliance control in Mercis system. Since the central address of the company will be used in the registration process, it should not be forgotten that the lease agreement or the ownership document of the workplace is required. 0.04% of the company's capital must be determined as "Competition reference share" should be deposited into the bank account of this institution. There is no need to go to the bank for this transaction. Important additional information for foreigners: Passport

Notarized copies of translated passports must be prepared for the partners of a natural person with foreign nationality. Tax number If there is a foreign partner, the said partner or partners must obtain a tax number from the tax department by referring to the business registration office and register it in Mercis. .
Residence Permit If the foreign partner resides in Turkey, a notarized residence permit must be prepared. Organization Notification Form An establishment notification form must be attached to the file.
اAppointment of the manager, if there is a manager other than the partners, a handover acceptance document must be drawn up. If a legal person is chosen as a manager, the name, address, citizenship and ID of the natural person are determined by the legal person and on behalf of the legal person. 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.

After the establishment of the company, to complete the title of the company and other processes, a separate power of attorney must be given to the lawyer who undertakes the establishment of the company. Setting up the signature circular and contract of the official accountant. The signature circular of the notary public and the power of attorney of the official accountant under the title of the company should be issued. The certificates of the legal books used by the limited liability company and other electronic ledger transactions should be done at this stage. The stages of opening the tax office
Registration of business registration is not enough to start business activity and issue invoice for a company in Turkey. At this stage, it is necessary to open a limited liability company in the tax office to which the central office 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 test, if using a virtual office, the sufficiency of virtual office facilities (such as real address, telephone, secretariat) to do the work or the arrangement of the work environment (table, chair, computer, network connection, etc.) in The case of using a real physical office.
Opening the workplace of the social security institution, based on the Social Security and Public Health Insurance Law No. 5510, if the personnel are employed in the workplace (established company) belonging to a private joint-stock company, the number of the workplace in the institution must be provided at the latest on the insured date. be created has been hired With Law No. 7099 amending some laws to improve 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.

The license to open and operate municipal businesses 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.