Turkey Limited Company Incorporation

How to Incorporate a Limited Sirket (LS) in Turkey

A Turkish Limited Sirket (LS) is a limited company broadly equivalent to the German GmbH of the French Sàrl. The company name must be derived from the primary business activities of the company and it can be in any language so long as the Turkish translation is acceptable and any foreign words in the trade name of a company may do not contradict the law or national, cultural and historical benefits. We run a company name check on the proposed company name to ensure it is suitable and can often get approval within a few hours, once approved the name can be reserved free of charge for ten days.

All of your company details can be supplied to us easily via our simple online Company Details Form.

The Articles of Association relating to the company will be prepared and notarised by us and certified by a Public Notary. We will then submit all of the incorporation documents to the Trade Registry Office (Türkiye Ticaret Sicili), including:

• Articles of Association
• A receipt issued by the bank verifying the payment of capital contribution
• Signature declarations and Notarised copies of passports of the officers
• Notarised copies of board resolution identifying company’s officers
• Rental contract for company office address
• Registration with the Tax Office

Formacompany will register the business with all necessary ministries and departments but the company can start to operate its business upon approval and registration at the Trade Registry and Tax Office. A registration number is issued which is unique for every established company.

The general time scale for a full incorporation is ten days.

Formacompany has over 20 years’ experience forming companies in Turkey and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

To begin incorporation of your Turkish LS we will require the following information:

• Your company name
• The full name, date of birth, address and nationality of all directors
• The full name and address of all shareholders.
• The objects of the company, specifying the principal activity
• The amount of capital and the number of shares subscribed to each member

Documents you are required to provide:

• Proof of identity (passport, national identity card, photographic driving licence).
• Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
• If either the directors or shareholders are corporations we will require a Certificate of Good Standing of the company prepared by the relevant authority in the investor’s country. This certificate should contain the information about the current active status of the company and its executives’ signature

Registered Office

• Turkish regulations require a registered office where documents may be legally served on the company. This office address should be registered with the tax office on or before the registration date. A tax registration number is received and legal books are certified by a Public Notary.
• The rent contract certified by the Notary Public as well as the notarised Circular of Signatory will be submitted to the related Tax Office.
• A suitable office is included in our Standard Company Formation Package

Share Capital Requirements

• The share capital should be transferred to a Turkish bank as soon as the company is legally established.
• The minimum registered capital of a Limited Sirket is TL 5000 (approximately €2,500).
• The minimum share value should be TL 25 or multiples thereof (approximately €50).

Services included in our incorporation Fee

Our Turkish LS incorporation fee covers all duties, taxes and professional fees including, but not limited to:

• Drafting and Notarisation of Certificate of Incorporation (Articles of Association)
• Notarising legal books of the company
• Registration to Chamber of Commerce Trade Registry
• Notification to the Under Secretariat of Treasury, Foreign Investment General Directorate
• Certificate of Activity to open and run business to be obtained from the relevant Municipality
• Application to the Ministry of Industry and Trade
• Notarisation of the Signature Circular of the Company
• Registration to the Tax Office

What you receive after setting up your new business

1. Original Certificate of Incorporation
2. Original share certificates
3. Original government receipt as evidence of payment of annual company registration and license fees

Advantages of Registering a Limited Company/ LS in Turkey

1. Turkey has a very attractive business climate. There are 21 free trade zones throughout Turkey which offer through tax exemptions to various business sectors and to companies trading in a wide array of goods.
2. 100% foreign ownership of a Turkish LS is permitted. The Turkish Commercial Code allows limited companies to consist of just one shareholder and there are no restrictions on residency or nationality.
3. A Limited Company gives a greater degree of business credibility. Operating your business as a limited company is more credible and prestigious than operating as a sole trader. Furthermore, the company’s name is protected and incorporation protects the name from use by another limited company.
4. A Limited Company limits the risk to which all stakeholders are exposed. Trading as a limited company limits the risk to which all stakeholders are exposed. A limited company is a legal form of a business organisation, which is classed as an entity that is separate and distinct from the individuals who run it; for sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a limited liability company are only liable to lose the value of the share capital to which they subscribe.
5. A Limited Company has a less brittle management structure. The company can continue to trade despite the death, resignation or bankruptcy of members. The appointment, retirement or removal of a director is straightforward.

Important Information about Incorporating a LS in Turkey

• The officers will be required to visit Turkey to sign documents and establish a Turkish bank account. we can timetable your travel and meetings so that all requirements will be completed in four days.
• A Turkish LS requires only a single officer who can act as both director/shareholder