Incorporation is not merely a registration formality. It is a set of legal choices that fix the ownership structure, the liability regime and the way shares will move in future. This article sets out the stages of the process and the questions that arise most often.
Choosing the Company Type
Under Turkish law the two capital company types most often used in practice are the joint stock company and the limited liability company. The choice should not be driven by share capital alone: the number of shareholders, the ease of share transfers, liability for public debts and the prospect of a future public offering all need to be weighed together.
In a limited liability company a share transfer requires notarial certification and a general assembly resolution, whereas in a joint stock company the transfer of registered shares follows a more flexible procedure unless the articles provide otherwise. Where the shareholder base is expected to grow, this difference can be decisive.
Documents Required at Incorporation
- The articles of association
- Identity documents and signature declarations of the founders
- Address documentation or lease agreement for the registered office
- Bank receipt and blocking letter evidencing payment of capital
- Evidence of payment of the Competition Authority contribution
- Application for a potential tax identification number
MERSİS and Trade Registry Registration
The incorporation application is created electronically through the MERSİS system. The articles of association are prepared in the system and signed at the trade registry directorate. Where the documentation is complete, registration is generally concluded within a few business days, and the company acquires legal personality upon registration.
Following registration, the incorporation is announced in the Turkish Trade Registry Gazette. That announcement is the moment the incorporation becomes public as against third parties.
Post-Incorporation Obligations
Registration is the beginning of the process, not the end. Certification of the statutory books, tax office opening procedures, the social security workplace declaration where applicable, and any permits or licences required for the company's field of activity must all be completed in the first period after incorporation.
For joint stock companies, the criteria for mandatory independent audit must also be assessed annually, together with whether the company is subject to the corporate website obligation.
Common Mistakes
- Leaving the articles of association as a template and failing to regulate relations between shareholders
- Omitting a shareholders' agreement, leaving exit and dispute mechanisms undefined
- A field of activity (NACE code) that does not match the actual business
- Failing to define the scope and limits of signature authority clearly