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Establishing a Joint Stock Company in Turkey:Requirements

Establishing a Joint Stock Company in Turkey:Requirements

Establishing a Joint Stock Company in Turkey – What is it?

Establishing a Joint Stock Company in Turkey: With the changes made in 2024 regarding the Establishing a Joint Stock Company in Turkey, the minimum requirements have been renewed. We are pleased to share with you in this article the essential aspects you need to know about the process of establishing a joint stock company under the new Turkish Commercial Code and relevant legislation.

establishing a joint stock company in turkey

Establishing a Joint Stock Company Processes

  • Minimum Capital Requirements

As of 2024, the minimum capital requirement for establishing a joint stock company has been significantly increased:

Minimum Capital: Effective from January 1, 2024, the minimum capital requirement for joint stock companies has been raised to 250,000 TL. For non-public joint stock companies, this amount is set at 500,000 TL under the registered capital system.
Paid-in Capital: It is mandatory to pay 25% of the capital in cash during company formation. The remaining 75% must be paid within 24 months.

  • Shareholders and Board of Directors

Number of Shareholders: At least one shareholder is required for the establishment of a joint stock company. There is no upper limit on the number of shareholders, facilitating the formation of large investor groups.

Board of Directors: Joint stock companies must have a board of directors, consisting of at least one member. Members can be legal entities or natural persons.

Distribution of Duties: The expression “each year” in Article 366 of Law No. 6102 has been removed by Law No. 7511. Consequently, the distribution of duties can now be determined for the duration of the board of directors.

Board Meetings: According to the new regulation added to Article 392 of Law No. 6102, the chairman of the board of directors is required to convene the board upon written request of the majority. If no meeting is called within this period, shareholders may directly initiate the call.

  • General Manager and Management

General Manager: The appointment of a general manager is not mandatory but beneficial for the management and representation of the company. The general manager is appointed by the board of directors.

  • Audit and General Assembly

Audit: Joint stock companies reaching a certain size may be subject to independent audit, considering criteria such as balance sheet total, sales revenue, and number of employees.
General Assembly: Joint stock companies must hold a general assembly meeting at least once a year. The general assembly is the highest decision-making body of the company, where significant decisions regarding the company are made.

  • Tax and Accounting Procedures

Tax Number: The company must register with the tax office to obtain a tax number.
Commercial Registry: The company must be registered in the commercial registry and announced in the Turkish Trade Registry Gazette.

  • Articles of Association and Bank Account

Articles of Association: During the establishment of a Joint Stock Company in Turkey, articles of association must be prepared and notarized. This document includes the company’s main business activities, capital structure, management and supervisory bodies, and other important provisions.
Bank Account: A bank account must be opened in the name of the company, and the capital must be deposited there.

  • Temporary Article 15

According to Temporary Article 15 added to Law No. 6102:

Capital Increase: Joint stock companies and limited liability companies with capital below the minimum requirement must increase their capital to the prescribed amounts by December 31, 2026; otherwise, they will be considered dissolved. This period can be extended twice by the Ministry of Commerce, each time for one year.

  • Value of Shares and Liability for Debts

Value of Shares: Each share has a nominal value of at least one kuruş. This value can only be increased in multiples of one kuruş. This nominal value can be increased up to one hundred times by the President.
Liability for Debts: Shareholders are only liable for the capital shares they have committed to the company. However, board members are personally liable for public debts with their personal assets.

establishing a joint stock company in turkey

Establishing a Joint Stock Company in Turkey: Considerations

With the new regulations and changes, the essential considerations in the process of establishing and managing a joint stock company are as follows. Fulfilling these minimum requirements for Establishing a Joint Stock Company in Turkey will enable you to take the first step towards a successful business life.

Establishing a joint stock company is a significant step and a crucial process that must be done correctly. By paying attention to these minimum requirements, you can establish a successful joint stock company in 2024. For detailed information and professional assistance, seeking support from a legal advisor would be beneficial.

You can contact us for detailed information on Establishing a Joint Stock Company in Turkey.

https://kocaersoz.com/en/working-areas/company-law-turkey

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