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INVESTMENT GUIDE

INVESTMENT IN TURKEY FOR FOREIGN INVESTORS

Turkey has always attracted investors due to a very unique geographical position, a dynamic young population and a longstanding business culture. In addition to these factors, it shall be emphasized that Turkish legislation is very inviting for investors. Turkish Foreign Direct Investment Law No: 4875 has adopted the equality principle for foreign and local investments, which provides the foreign businesses with same rights as their local counterparts. Therefore foreign investors are enabled to establish, manage and benefit from any form of company as they please in the context of Turkish Commercial Code (TCC) which is a legislation fully integrated to the global market with a remarkable prestige.

Establishing a Company in Turkey:

1)Regardless of their nationality, any investor who decides to establish a company should choose a company type among the types envisaged in TCC. There are five types of companies in TCC. These are as listed below;

a)Joint Stock Company (JSC)

b)Limited Liability Company (LLC)

c)Cooperative Company

d)Collective Company

e)Commandite Company​

Although investors may choose among any of these companies, JSC and LLC are by far the most prefered ones by both international and local investors. The main differences between these two popular company types are;

- While LLC is limited to only 50 shareholders, JSC has no such limitation.

- While Minimum share capital is 10.000 TRY for LLC. This number is 50.000 TRY for JSC.

- There is no “registered capital system” for LLC. JSC, on the contrary, contains registered capital system. Thus JSC enables the investors to raise share capital through board of directors decision, while raising share capital is only possible by general assembly’s decision for LLC.

- I.P.O (Initial Public Offering) is possible for JSC, it is not possible for LLC.

*For the further comparison between LLC and JSC, it is strongly advised to acquire Professional help since In Turkey establishing a company is a very delicate issue. We as Kula Law Firm are ready to share our experience in the field of incorporation.

2)Registration process shall be fulfilled through MERSIS (Central Registry Record System). Besides enabling new companies to be established, MERSIS also enables already established companies to operate their businesses by providing them operational transactions.

3)The necessary documents which consist of the relevant informations about the company and the investor(s) etc. shall be submitted to the Trade Registry Office.

4)Tax number(s) for the foreign shareholder(s) of the company shall be obtained from the Tax Office. Obtaining a tax number is crucial for any kind of financial transaction; Especially in order to have a bank account, investor must obtain a tax number first.

5)​0.04 percent of the company's capital shall be paid as deposit to the account of the Competition Authority via Trade Registry Office pay office.​

6) 25 percent of the subscribed share capital shall be paid prior to the company’s (JSC) registration. The remaining 75 percent must be paid within two years. The capital may also be paid completely before the registration. For LLC, all of the subscribed capital shall be paid in 24 months following the establishment of the company.

7) The company shall obtain a Social Security Number (SSN) from the Social Security Instutition. It shall be noted that additional SSN’s shall be obtained for employees.

8) Any person who seeks commercial revenue shall obtain a tax board. This tax board may be obtained online through the web address below:

https://www.gib.gov.tr/en

9)The Trade Registry Office notifies the tax office. Tax officer visits the company’s headquarters in order to prepare a determination report. This report shall include at least one autorized signature.

10) The companies and commercial enterprises which are established according to Turkish legislation shall determine and announce a legal address as the establishment’s headquarters. This address shall be registered on the trade registry.

11) The companies who have registered on the trade registry have to obtain an accountant’s or a financial consultant’s signature for the statutory declaration. It is a legal obligation for the companies which seek a certain amount of revenue or holds certain qualities.

*It shall be expressed that our legal services include working with the right professionals. We work with the most trusted acountants and other professionals, thus our clients do not need to find such professionals.

12) The necessities for opening a bank account in Turkey;

-Having a valid passport

-Having a tax number

-Declaringan address (even a recent utility bill or rental contract proves the address)

13) It is also possible that investors would operate their businesses as a branch office. A branch office is related to the parent company and lack of an independent legal entity. The branch office is limited with the parent company’s existence and purposes.No capital requirement, however, it would be wise to allocate a budget for the operations of a branch office. Investors have to follow the registry process for branch offices with some extra documents (related to the parent company). This application also should be directed to the Trade Registry Office.

14) A company established under the laws of a foreign country may establish a liaison office in Turkey through obtaining a license from the Ministry of Industry and Technology, on the condition that the company does not engage in any commercial activities in Turkey. To establish a liaison office, the following documents should be submitted to the Ministry of Industry and Technology​​​​, General Directorate of Incentive Implementation and Foreign Investment.

CONCLUSION

Establishing a company in Turkey, just as anywhere, is a delicate and multilayered process. Consequently, failures in any of the steps above may lead to waste of huge amount of time and money. Therefore the whole process shall be planned and operated diligently. In Kula Law Firm, with our very versatile and experienced team, we are offering an extensive service to operate the process of incorporation which needs an immense legal and market experience. We provide our clients with a “total service” which includes all of the necessary steps for incorporation such as conducting the intensive paperwork, applying for the necessary processes, working with the right professionals. We have been providing our clients with the best service for more than a decade in cities such as İzmir(headquarters), İstanbul, Bursa, Manisa and many other neighbouring cities. If you are interested in establishing a company or doing business in Turkey, you are warm-heartedly invited to contact with us.

Website: https://kulahukuk.com/home

 

Phone       : +90 232 435 06 04       Mobile / Whatsapp : +90 530 030 51 16  

Fax            : +90 232 435 06 94

e-mail        : kula@kulahukuk.com 

Skype        : kulahukuk

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