Establishing Joint Stock Company

A Guide On Setting Up a Joint Stock Company (JSC) in Turkey

Establishing Joint Stock Company (JSC) in Turkey, known as “Anonim Şirket” (A.Ş.), is another popular option for foreign and local investors due to its ability to raise capital through the sale of shares. Unlike a Limited Liability Company (LLC), a JSC can have shareholders who are not necessarily involved in the management of the company, and it is typically suited for larger businesses or those looking to attract external investors.

Here’s a step-by-step guide on how to set up a JSC (A.Ş.) in Turkey:

1.Choose a Company Name

• Choose a unique company name.
• The name should not conflict with existing businesses and must be approved by the Turkish Trade Registry (Ticaret Sicili).
• You can check the availability of the name through the Trade Registry’s online portal.

2.Define the Company Structure

A JSC in Turkey can have 1 or more shareholders (individuals or legal entities), and there is no upper limit on the number of shareholders.

Minimum Capital Requirement:

• The minimum capital for a JSC is TL 250,000 (Turkish Lira), of which 25% must be paid up at the time of registration.
• The capital can be contributed in cash or in kind (assets like real estate or machinery).
• Shareholders can be Turkish or foreign individuals or companies.

3.Prepare the Articles of Association

The Articles of Association (Ana Sözleşme) is the foundational document of the company. It should cover:

• Company name, business objectives, and activities
• Shareholder information and their share distribution
• Capital structure and share issuance
• Management structure (including the Board of Directors)

4.Prepare the Required Documents

You will need the following documents for registration:

• Identification documents (Passport or Turkish ID) of all shareholders and directors
• Proof of Address for shareholders (e.g., utility bills, lease agreements)
• Company’s Articles of Association, either notarized or signed at the trade registry.
• Tax Identification Number for shareholders and directors (can be obtained from the tax office)
• Bank deposit confirmation for the capital (after opening a company bank account)
• Signed Power of Attorney for the person handling the registration process (if applicable)

5.Open a Bank Account

• Open a corporate bank account in the name of the company at a Turkish bank.
• The minimum capital (TL 250,000) must be deposited into this account.
• After depositing the capital, the bank will issue a certificate confirming the deposit.

6.Register with the Turkish Trade Registry

• Once you have all the required documents and capital deposit certificate, you can submit them to the Trade Registry Directorate in the city where your company will be located.
• The registration process involves completing forms, paying registration fees, and submitting documents like the Articles of Association, proof of capital deposit, and ID documents.
• The registration process is relatively fast, and the company will be officially registered once all documents are approved.

7.Obtain a Tax Identification Number (VKN)

• The company will be assigned a Tax Identification Number (VKN) by the Turkish Revenue Administration after registration.
• This number is essential for conducting business and handling tax matters in Turkey.

8.Signatures

The signatures of the Board of Directors or individuals authorized to represent the company need to be notarized by the trade registry for official records.

9.Register with the Social Security Institution (SGK)

• If the company will employ staff, you need to register with the Social Security Institution (SGK) to fulfill obligations related to employee social security and health insurance.
• This step is mandatory if you hire employees.

10.Register for VAT (if applicable)

• If the company will be involved in activities that require Value Added Tax (VAT) registration, you must apply for VAT registration with the local tax office.
• If your company’s annual revenue exceeds a certain threshold, you will need to issue e-invoices (e-Fatura) and keep electronic ledgers (e-Defter).

11.Obtain Necessary Licenses or Permits (if applicable)

• Depending on the type of business, you may need additional permits or licenses to operate in certain sectors, such as food, construction, healthcare, education, or tourism.
• These permits are usually obtained from local municipal authorities or sector-specific regulators.

12.Register for e-Fatura and e-Defter (if applicable)

• If the company exceeds the annual revenue threshold (currently TL 5 million for VAT), it will be required to use the e-invoice and e-ledger systems for tax purposes. Companies opened after 1/1/2026 must also use e-defter.
• Registration for these systems is done through the Turkish Revenue Administration’s website.

Key Considerations for Foreign Investors

• Foreign Ownership: A JSC can be fully owned by foreign individuals or entities, with no restrictions on foreign capital in most sectors.
• Residence Permit: Foreign entrepreneurs may apply for a business residence permit to live in Turkey once the company is set up.
• Language: All official documents, including the Articles of Association, must be in Turkish. It is recommended to consult with a Turkish-speaking lawyer or translator during the registration process.
• Management: The management of the JSC is typically carried out by the Board of Directors, which may consist of Turkish or foreign nationals. The directors do not need to be shareholders.

Costs Involved

• Notary Fees: The notarization of the Articles of Association and signatures can incur fees, typically around TL 500–1,000.
• Registration Fees: Fees for registering with the Trade Registry vary depending on the city but typically range between TL 1,500–3,000.
• Legal and Consulting Fees: If you hire legal or consultancy services, expect additional costs for their support with the setup process.
• Bank Fees: Fees for opening a business account, including the capital deposit certificate, may apply.

After Company Formation

• Once registered, your JSC can start conducting business. You will need to maintain the mandatory books (such as a general ledger, journal, and other records) and adhere to Turkish tax laws, including filing tax returns and VAT returns.
• Would you like further details on any specific steps, or help with legal or accounting services to assist in the setup?

Establishing joint stock company in Turkey is easy and fast for domestic and foreign entrepreneurs. Please feel free to contact us for more information and further inquiries about our unique services. You can also subscribe to Tacirsoft Hukuk Bilgi Sistemi, that is Turkey’s only Corporate Law and Organized Industrial Zones Law database.