The joint stock company is a type of company whose capital is divided into determined shares and whose liability is only limited to its assets. According to Law No. 6102 “Turkish Code of Commerce” (TCC), a real or legal person is able to establish a joint stock company with an original or registered capital system. In case of establishing a joint stock company with an original capital system, the capital of the joint stock company may not be worth less than 50.000-TL. The capital may be committed to the corporation in cash or in rem. If the capital is partially or wholly committed in cash, 25% of the part committed in cash must be paid to the joint stock company before the registry and the remaining 75% must be paid in 24 months following the registry. The 25% that is committed to be paid before registry may be increased in the articles of association. In the case of establishing a joint stock company by the payment of the committed amount of cash, a private bank account must be opened in the name of the company and the payment of the committed amount of cash capital must be documented with a bank letter addressed to the directorate of registry of commerce. In case of a commitment of real estate property or other rights in rem, such rights must be registered in the land registry and the other relevant necessary registries. These registries are made by the directory of the registry of commerce at the time of the registration of the company.
TCC does not require a minimum number of founders in establishing a joint stock company. For this reason, only one shareholder is sufficient to establish a joint stock company However, when this is the case, the name, place of residence, and the nationality of the single-shareholder founder must be specified and registered and announced along with the company.
Some joint stock companies require a license in order to be established. These are listed in the “Communiqué Regarding The Elevation of The Capital of Joint Stock Companies and Limited Liability Companies to New Minimum Amounts and The Designation of Joint Stock Companies Whose Incorporation and Articles of Association Amendments Require A License”. A license from the Ministry of Commerce is required before the following joint stock companies may be incorporated: banks; leasing; factoring; consumer financing and card services; asset management; insurance companies; holdings incorporated as joint stock company that operate exchange offices, deal as public retail shops, operate warehouses with agricultural goods licenses, manage a commodity exchange market; or, manage in the technology development area; companies that are subject to Capital Market Board or that are founders or operators of a free trade area. Without this license, the application of registry will not be approved by the directorate of registry of commerce.
Joint stock companies, which are legal person merchants, require a commercial title and must operate the commercial activity and transactions related to its business with this title. At its core, the title must; display the chosen subject of commercial activity; include the phrase “Anonim Şirketi” (which means “Joint Stock Company”); differentiate itself from other titles registered in any commercial registry in Turkey; not be able to cause a deception in third persons; and must not be contrary to reality and public order.
According to the Article 366 of TCC the documents required to incorporate a joint stock company are: articles of association; declaration of founders; valuation reports; and contracts that are related to acquisition of property and business by the company and the founders, related to the incorporated company; and contracts related to the incorporation by the founders and third persons.
If the required conditions are met, the articles of association must be notified to the registry of commerce for the registration located in the headquarters of the joint stock company within 30 days after the signature of the articles of association before the directorate of registry of commerce or its approval by a notary.
The following documents are required to register a single-shareholder joint stock company according to the Commercial Registry Regulation (CRR):
Articles of association with a signature approved by a public notary, or signed before the directorate of registry of commerce.
Bank letter showing the payment of at least 25% of share price and proof of payment according to article 39/c of Law no. 4054 Regarding the Protection of Competition, (for commitments in rem: see CRR articles 69/1-d, e, f, g).
For companies requiring a license: the licensor’s declaration of assent.
Written declaration by the non-shareholder executive board members declaring that they accept the position.
In the event that a board member is a legal person, a notarized copy of the decision of the authorized organ regarding the appointment of a real person operating in the name of the legal person and this person’s name and surname.
The statement of signature belonging to the persons authorized to represent the corporation, drafted according to the Article 40 of the TCC.
Upon the delivery of the documents, the following information will be registered: the full articles of association; the names, surnames, titles, ID numbers, places of residence, and nationalities of the executive board members and other persons authorized to represent the company; and the fact that the company is a single-shareholder company.
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