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Setting-up a Joint Stock Company |
A minimum
capital of YTL 50,000 (approximately £20,000)
is required. This is the total amount of capital,
not the capital per person.
Number of founding shareholders
(real persons or legal entities) must be at
least 5 provided that there is no adverse provision
in the special laws associated.
The company’s stock
capital is divided into shares and a shareholder’s
liability is restricted to the capital subscribed
and paid by the shareholder.
A stock certificate is issued.
The mandatory organs of
a joint stock company are General Assembly,
Board of Directors and Supervisory Board.
The establishment
steps of joints stock companies, notwitstanding
the special provisions of TCC and Capital Markets
Law with regard to the gradual establishment
of joint stock companies, are described as follows:
3 |
The Preparation of the Articles
of Association and its Notarisation |
It is obligatory
that the articles of association of the company
should contain the subjects stipulated in Article
279 of TCC, that
o it should be put down
in written form and
o it should be notarized after being signed
by the founders.
The following points have,
particularly, to be taken into account while
preparing the articles of association:
-Names,
-Surnames
-Addresses
-Citizenship (only for non-Turkish citizenship)
of the
founders have to be listed.
The trade
name of the company has to be determined in
accordance with Article 45 of TCC so as to indicate
the business activity of the company.
It is obligatory
that the trade name has to incorporate the phrasing;
“Anonim Sirketi” (which means Joint
Stock Company).
In case
it contains the name and surname of the real
person, the phrasing that indicates the company
type cannot be abbreviated or displayed in symbols.
Since the
trade names of legal entities are protected
all over Turkey, the designated trade name should
not have been previously registered at any registry
office.
The trade
name should not carry an essence to mislead
third parties with regard to the scope of activities,
significance or financial status of the company,
nor should contradict facts and public order.
The words
-Türk,
-Türkiye,
-Cumhuriyet and
-Milli
can be used
in trade names provided that there is a decree
of Council of Ministers approving such usage.
The trade
name has to be in Turkish language. Any fictitious
names present in the trade name have to be in
Turkish language as well. The presence of foreign
words in the trade name of a company may be
permitted in cases,
o where
these words do not contradict the law, the
national, cultural and historical benefits;
o the
name or brand promoting the goods or services
constituting the business activity of the
company is in a foreign language or there
is/are foreign shareholder/s in the company.
The name
of the province and district of the province
in which the headquarter of the company is located,
has to be specified in the articles of association.
Furthermore,
the open address of the company has to be written
in the articles of association. Thus, the article
denoting the headquarter of the company should
read as;
“The
headquarter of the company is located in ……….
. It’s address is; …………….
. In case of a change of address, the new address
has to be registered at the Trade Registry and
announced in the Trade Registry Gazette. Any
notice served to the registered and announced
address is deemed to have been served to the
company. In case the company leaves its registered
and announced address and does not register
its new address within the stipulated period,
the case is considered as the cause for termination.”
It is not
obligatory to make amendments in the articles
of association only for a change of address
if the new address is within the same registry
district. However, an amendment in the articles
of association is necessary if the new address
is located at a registry center different than
the previous one.
3.4 |
Objective and Field of Activity |
The field
of activity in which the company is planning
to operate should not have been prohibited by
Article 271 of TCC.
A specific
field of activity in which the company will
actually be operating should be written in the
articles of association, at least on sectoral
basis.
The articles
of association should not be written so as to
cover all kinds of field of activity. Objectives
and subjects of activity that can be written
in the articles of association are limited with
the subject specifed in the trade name of the
company.
The capital
of a company should be minimum YTL 50,000.
In accordance
with Articles 279 and 300 of TCC, it is obligatory
that the capital amount, the nominal value of
each share and the method and terms concerning
the payment of the capital to be paid have to
be specified in the articles of association.
Accordingly,
notwithstanding the provisions of special laws,
it must be written in the capital clause of
the articles of association of the company that
o
the capital has been fully committed - free
of any collusion - and
o 1/4 of the
cash capital has been fully paid up or it
will be paid up latest within three months
following the establishment of the company,
and
o the remaining
portion will be paid up latest within three
years.
Capital
clause of the articles of association of companies
which are obligated by special laws for payment
of the whole or a fraction larger than 1/4 of
their capital are to be arranged accordingly.
In the event
that any rights, movable and immovable assets
are being subscribed as capital at company establishment
stage, this commitment has to be fulfilled latest
within three months following the registration
date of the company.
In case
the goods and rights put in as capital are registered
at a special registry (such as land registry
office, registry of ships, traffic registry,
industrial property registry), these have to
be registered on the behalf of the company,
latest within three months of establishment.
4 |
The Registration of the
Company at the Trade Registry |
The articles
of association are first notarised and then
registered at the Trade Registry Office where
the company headquarter is located in or where
the location of headquarter is associated with,
within 15 days after notarisation.
The company
becomes a legal entity by this registry. Items
that require announcement after registry are
announced in the Trade Registry Gazette. Documents
indicated in Annex 1
(of the relevant Communique) have to be attached
to the registration application.
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