Date of Official Gazette: July 21, 2003
Communiqué Concerning the Principles for the
Establishment and Amendments in Articles of Associations of
Joint Stock Companies and Limited Liability Companies
(Domestic Trade 2003/3)*
Objective
Article 1 – The objective of this Communiqué is to stipulate the procedures and
principles for the establishment of joint stock companies and limited liability
companies and the amendments in their articles of association, in line with the
amendments made in Turkish Commercial Code by Law 4884 that came into
effect upon being published in the Official Gazette No.: 25141 on 17 June 2003.
Basis
Article 2 – This Communiqué has been prepared in accordance with Article 274
of Turkish Commercial Code (TCC), Article 33 of Law 3143 and Article 2 of Law
4884.
Joint Stock Companies
Article 3 – The minimum capital required for the establishment of a joint stock
company should be at least YTL 50 000 and there should be at least 5 founding
shareholders, unless stated otherwise in relevant special laws.
A) Establishment Procedures
The establishment steps of joint stock companies are as described below,
without prejudice to the special provisions of TCC and Capital Markets Law for
gradual establishment:
a) The Preparation of the Articles of Association and its
Notarization
It is obligatory that the articles of association of the company contain the
subjects stipulated in Article 279 of TCC, that it is in writing and that it is
notarized after being signed by the founders.
Particularly, the following points have to be taken into account while
preparing the articles of association:
aa. Founders
The names, last names and addresses of the founders, - and in case
there are shareholders with foreign nationality, their nationalities- shall
be listed in the articles of association.
* The amendments done with the Communique 2004/2 are inserted
bb. Trade Name
The trade name has to be determined in accordance with Article 45 of
TCC so as to indicate the business activity of the company. The trade
name shall contain the phrase “Anonim Sirket” (Joint Stock Company in
Turkish). In case the trade name contains the name and last name of a
real person, the phrase indicating the company type can not be
abbreviated or displayed in symbols.
Since trade names of legal entities are protected all over Turkey, the
designated trade name should not have been registered beforehand at
any registry office.
The trade name shall not mislead third parties as to the size,
importance or financial situation of the company, nor should be contrary
to the facts and the public order.
The words “Türk, Türkiye, Cumhuriyet and Milli” (Turkish, Turkey,
Republic and National) can only be used in trade names by a Decree of
Council of Ministers approving such usage.
The trade name shall be in Turkish. Any made-up names in the trade
name shall also be in Turkish. However, the presence of foreign words
in the trade name of a company may be permitted in cases where it is
not contrary to the law or national, cultural and historical interests; the
name or brand of the goods or services within the business activity of
the company is in a foreign language or there is a foreign shareholder
among the founders.
cc. Headquarter
Headquarter of the company shall be shown in the articles of
association, as province and county. The open address of the company
shall also be written therein. Accordingly, the article denoting the
headquarter of the company shall read as;
“Headquarter of the company is located in…………… Its open address is;
…………………………In case of change of address, the new address has to
be registered at the Trade Registry and announced in the Turkish Trade
Registry Gazette. Any notification 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 a cause for termination of the company.”
It is not obligatory to make an amendment in the articles of association
for a change of address, if the new address is within the same registry
district. However, an amendment is necessary if the new address is
located at a registry center different than the previous one.
dd. Objective and Field of Activity
The field of activity in which the company is to operate shall not be one
of those that have been prohibited by law in accordance with Article 271
of TCC.
A specific field of activity, at least on sectoral basis, in which the
company will actually be operating, should be written in the articles of
association. The articles of association should not be written so as to
cover all kinds of field of activity. Objectives and fields of activity that
can be written in the articles of association are limited with the subject
specified in the trade name of the company.
ee. Capital
The capital of the 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 has to be specified in the
articles of association.
Accordingly, without prejudice to the provisions of special laws, it shall
be written in the capital clause of the articles of association of the
company that the capital has been fully committed - free of any
collusion - and that 1/4th of the cash capital has been fully paid up or
that it will be paid up latest within three months following the
establishment of the company, and that 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 1/4th of their capital in a certain period of time shall be prepared
accordingly.
In case that any rights, movable and immovable assets are being
subscribed as capital at company establishment stage, this
commitment shall be fulfilled within three months following the
registration date of the company. In case the goods and rights put in as
capital are registered at a different registry (such as land registry
office, registry of ships, traffic registry, industrial property registry),
these shall be registered in the name of the company within three
months following the registration date of the company,.
b) The Registration of the Company at the Trade Registry and
Announcement
Within 15 days after the notarization of the articles of association, the
company shall be registered at the Trade Registry of the place where the
company headquarter is located in or associated with. The company
becomes a legal entity by this registry. Items subject to announcement
after registry shall be announced in the Trade Registry Gazette.
Documents indicated in Annex 1 of this Communiqué shall be
attached to the registration application.
B) Procedures for Amendment in Articles of Association
The steps for amending the articles of association of joint stock companies,
with the exception of those companies specified in Article 5 of the
Communiqué, are described below:
a) Board Resolution for Amendment in Articles of Association and
the Preparation of the Amendment Text
aa. In General
The board of directors resolves the amendments to be made in the
articles of association, in compliance with the procedures and principles
stipulated by the TCC and the articles of association; the amendment
text is prepared so as to include the previous and new versions of the
related article/s.
The texts (amendment texts) are signed by the company officials
authorized to represent the company.
bb. Increase of Capital
With regard to the amendments to be made in articles of association
relating to a capital increase, without prejudice to the provisions of
special laws, it shall be written in the capital clause of the amended text
that the previous capital has been fully paid up and that the capital
increase has been fully committed - free of any collusion - and that
1/4th of the capital in cash has been fully paid up or that this portion
capital increase will be paid up latest within three months following the
registration of the capital increase and that the remaining portion will be
paid up latest within three years.
Amendments in the 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 1/4th of their capital increases in a certain
period of time shall be arranged accordingly.
The amount of the capital of which is subscribed via capital increase and
which is stated as “paid up” in the articles of association of the company
shall be deposited in a company account opened at a bank or a private
finance institution before the registration of the capital increase.
In case that any rights, movable and immovable assets are being
subscribed for capital increase, this commitment shall be fulfilled within
three months following the registration date of the capital increase. In
case the goods and rights put in as capital are registered at a different
registry (such as land registry office, registry of ships, traffic registry,
industrial property registry), these shall be registered in the name of
the company within three months following registration date of the
capital increase.
b) Review of Amendment in Articles of Association in Shareholders’
Meeting and its Resolution
In case the shareholders are summoned for a meeting for amendments in
the articles of association, the amended text has to be announced and
notified to the relevant persons together with the original text in accordance
with Article 368 of TCC and the amendments in the articles of association
have to be resolved in compliance with the principles stipulated by the law
and the articles of association.
c) Registry of Amendment in Articles of Association at the Trade
Registry and its Announcement
Amendments in the articles of association, with the exception of increase or
reduction of capital have to be registered at the Trade Registry Office where
the company headquarter is located, within 15 days following the
shareholders’ meeting, or if these amendments violate the rights of
preferential stockholders, within 15 days after the approval of the
preferential stockholders. Documents indicated in Annex 2 of this
Communiqué have to be attached to the registration application for
the amendments in articles of association.
Amendments in the articles of association for a reduction of capital shall be
registered at the Trade Registry Office within15 days after finalizing the
transactions specified in Articles 397 and 398 of TCC following the
resolution of the shareholders’ meeting.
Amendments in the articles of association shall be registered at the Trade
Registry Office within 15 days after finalizing the transactions in capital-incash
increases, and within 15 days from the date of the shareholders’
meeting in non-cash capital increases.
When the capital increase needs some other legal or administrative
procedures due to its special legislation, the 15 days period begins after
these procedures.
With the exception of publicly held joint stock companies, upon the
subscription of the entire capital increase, a list prepared in accordance with
the sample form given in Annex 5 of this Communiqué, and duly signed by
the company officials shall be announced in the Trade Registry Gazette
together with the amendment texts, after the registration of the capital
increase.
In case capital increase procedures can not be fulfilled, Trade Registry
Office shall finalize the refund process to the relevant persons of the money
which is deposited during the capital increase process on the account
opened at a bank or a private finance institution on the behalf of the
company and is subscribed for the capital shares before the registry.
Limited Liability Companies
Article 4- The minimum capital required for the establishment of a limited
liability company is YTL 5 000 unless stipulated otherwise in special laws
concerned and there shall be at least 2 founding shareholders as real persons or
legal entities. The number of shareholders can not be more than fifty.
A- Establishment Procedures
The establishment steps of limited liability companies are described below:
a) The Preparation of the Articles of Association and its
Notarization
It is obligatory that the articles of association of the company contain the
subjects stipulated in Articles 506 and 511 of TCC, be in written form and
the signatures of all founders be notarized.
aa. Founders
The names, last names and addresses of the founders, - and in case
there are shareholders with foreign nationality, their nationalities- shall
be listed in the articles of association.
bb. Trade Name
The trade name shall 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 contain the phrase “Limited” (Limited
Liability Company in Turkish). In case the trade name contains the
name and last name of a real person, the phrase indicating the
company type can not be abbreviated or displayed in symbols.
Since trade names of legal entities are protected all over Turkey, the
designated trade name should not have been registered beforehand at
any registry office.
The trade name shall not mislead third parties as to the size,
importance or financial situation of the company, nor should contrary to
the facts and the public order.
The words “Türk, Türkiye, Cumhuriyet and Milli” (Turkish, Turkey,
Republic and National) can only be used in trade names by a Decree of
Council of Ministers approving such usage.
The trade name shall be in Turkish. Any made-up names in the trade
name shall also be in Turkish. However, the presence of foreign words
in the trade name of a company may be permitted in cases where it is
not contrary to the law or national, cultural and historical interests; the
name or brand of the goods or services within the business activity of
the company is in a foreign language or there is a foreign shareholder
among the founders.
cc. Headquarter
Headquarter of the company shall be shown in the articles of
association, as province and county. The open address of the company
shall also be written therein. Accordingly, the article denoting the
headquarter of the company shall read as;
“Headquarter of the company is located in………….. Its open address is;
………………………… In case of change of address, the new address has to
be registered at the Trade Registry and announced in the Turkish Trade
Registry Gazette. Any notification 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 a cause for termination of the company.”
It is not obligatory to make an amendment in the articles of association
for a change in address, if the new address is within the same registry
district. However, an amendment is necessary if the new address is
located at a registry center different than the previous one.
dd. Objective and Field of Activity
The field of activity in which the company is to operate shall not be one
of those prohibited by law in accordance with Article 271 of TCC.
Limited liability companies can not deal in banking and insurance
business.
A specific field of activity, at least on sectoral basis, in which the
company will actually be operating, should be written in the articles of
association. The articles of association should not be written so as to
cover all kinds of field of activity. Objectives and fields of activity that
can be written in the articles of association are limited with the subject
specified in the trade name of the company.
ee. Capital
The capital of the company should be minimum YTL 5 000. Capital
amounts to be put in by shareholders can be of different amounts.
However, the capital to be provided by shareholders should be at least
YTL 25 or multiples of this.
In accordance with Articles 506 and 510 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 be specified in the articles
of association.
Accordingly, without prejudice to the provisions of special laws, it must
be written in the capital clause of the articles of association of the
company that the capital has been fully committed - free of any
collusion - and that 1/4th of the cash capital has been fully paid up or
that it will be paid up latest within three months following the
establishment of the company, and that 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 1/4th of their capital in a certain period of time shall be prepared
accordingly.
In case that any rights, movable and immovable assets are being
subscribed as capital at company establishment stage, this
commitment shall be fulfilled within three months following the
registration date of the company. In case the goods and rights put in as
capital are registered at a different registry (such as land registry
office, registry of ships, traffic registry, industrial property registry),
these shall be registered in the name of the company within three
months following the registration date of the company.
b) The Registration of the Company at the Trade Registry and
Announcement
Within 15 days after the notarization of the articles of association, the
company shall be registered at the Trade Registry of the place where the
company headquarter is located in or associated with. The company
becomes a legal entity by this registry. Items subject to announcement
after registry shall be announced in the Trade Registry Gazette.
Documents indicated in Annex 1 of this Communiqué shall be
attached to the registration application.
B) Procedures for Amendment in Articles of Association
The steps for amending the articles of association of limited liability companies
are described below:
a) Resolution of Board of Shareholders for Amendment in Articles of
Association and the Preparation of the Amendment Text
aa. In General
The board of shareholders resolves the amendments to be made in the
articles of association, in compliance with the procedures and principles
stipulated by the TCC and the articles of association; the amendment
text is prepared so as to include the previous and new versions of the
related article/s.
bb. Increase of Capital
With regard to the amendments to be made in articles of association
relating to a capital increase, without prejudice to the provisions of
special laws, it shall be written in the capital clause of the amended text
that the previous capital has been fully paid up and the that capital
increase has been fully committed - free of any collusion- and that 1/4th
of the capital in cash has been fully paid up or that this portion capital
increase will be paid up latest within three months following the
registration of the capital increase and that the remaining portion will be
paid up latest within three years.
Amendments in the 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 1/4th of their capital increases in a certain
period of time shall be arranged accordingly.
The amount of the capital of which is subscribed via capital increase and
which is stated as “paid up” in the articles of association of the company
has to be deposited in a company account opened at a bank or a private
finance institution before the registration of the capital increase.
In case that any rights, movable and immovable assets are being
subscribed for capital increase, this commitment shall be fulfilled within
three months following the registration date of the capital increase. In
case the goods and rights put in as capital are registered at a different
registry (such as land registry office, registry of ships, traffic registry,
industrial property registry), these shall be registered in the name of
the company within three months following registration date of the
capital increase.
b) Registry of the Amendment in Articles of Association at the Trade
Registry and its Announcement
Amendments in the articles of association shall be registered at the
Trade Registry Office where the company headquarter is located, within
15 days following the date of the resolution of board of shareholders.
Documents indicated in Annex 2 of this Communiqué shall be
attached to the registration application for the amendments in
articles of association.
Amendments in the articles of association for a reduction of capital shall
be registered at the Trade Registry Office within15 days after the
completion of the transactions specified in Articles 397 and 398 of TCC.
In case capital increase procedures can not be fulfilled, Trade Registry
Office shall finalize the refund process to the relevant persons of the
money which is deposited during the capital increase process on the
account opened at a bank or a private finance institution on the behalf
of the company and is subscribed for the capital shares before the
registry.
Joint Stock Companies Subject to the Permit of the Ministry of
Industry and Trade for Establishment and Amendment in Their Articles
of Association:
Article 5 - In accordance with article 273 of TCC as revised by Article 2
of Law 4884, establishment and amendments in articles of association of banks,
private finance institutions, insurance companies, financial leasing companies,
factoring companies, holding companies, companies operating foreign currency
buying and selling offices, companies dealing in public warehousing, publicly held
companies subject to the Capital Markets Law, companies that are founders and
operators of free zones are subject to permission of the Ministry of Industry and
Trade.
In order to establish a company of the type listed above, an application
shall be made to the Ministry (General Directorate of Internal Trade) before
registering at the Trade Registry Office, and for amendments in articles of
association, before the shareholders’ meeting at which the resolution for the
amendments is to be taken; and the permit needs to be received thereof. Other
transactions for the establishment of these companies and amendment in articles
of association thereof will be carried out in accordance with the procedures and
principles specified in Article 3 of this Communiqué.
Payment of the Capital in Cash
Article 6 - Payments of shareholders regarding their cash subscription for the
establishment or capital increase of the company shall be made to the accounts
opened by the company at a bank or a private finance institution.
Repealed Provisions
Article 7- Communiqué No: “Domestic Trade 1995/1” which was published in
the Official Gazette No: 22373 on 13 August 1995 and all circulars authorizing
the Provincial Industry and Trade Directorates for conclusion of the
establishment transactions of joint stock companies and limited liability
companies and the amendments in the articles of association thereof have been
repealed.
Legislation in Effect
Article 9 – Any issue not regulated by this Communiqué shall be subject to the
provisions of Turkish Commercial Code and the Trade Registry Regulation.
Date of Effectiveness
Article 9- This Communiqué comes into effect on the date it is published.
Execution
Article 10 – The provisions of this Communiqué will be executed by the Ministry
of Industry and Trade.
ANNEX 1
DOCUMENTS REQUIRED FOR THE ESTABLISHMENT PROCEDURES OF
JOINT STOCK AND LIMITED LIABILITY COMPANIES
A- Petition and form for company establishment notification, the sample of
which is given in Annex 4 of this Communiqué, duly filled in and signed by
persons authorized to represent the company,
B- Notarized articles of association; one original and 2 copies,
C- Notarized signatures of persons authorized to represent the company
together with the company trade name,
D- Letter of Commitment in accordance with Article 29 of the Trade Registry
Regulation,
E- Bank receipt of the deposit made to the Consumers’ Fund account,
amounting to 0.04 percent of the company capital,
F- For joint stock companies specified in Article 5 of this Communiqué, the
original letter of permission of the Ministry,
G- Certified copies of the Identification Documents and certificate of residences
of the real person founders.
In addition to the ones listed above, the following documents shall be attached to
the petition where necessary:
- For joint stock companies obligated to be established with paid-up
capital due to the relevant special legislation and for companies
obligated due to their articles of association for payment of capital at
the establishment stage; receipt from the bank or the private finance
institution certifying the capital payment.
- In case the company being established is to operate in fair and
exposition business; documents certifying that the shareholders and
officials who are authorized to represent the company but not being
shareholders, have not been convicted of infamous crimes such as
embezzlement, peculation, extortion, bribery, theft, swindling, forgery,
abuse of confidence, fraudulent bankruptcy with the exception of
negligent offenses, have gone to bankruptcy or insolvency agreement.
- In case joint stock company is being established by way of a change in
kind, expert report of the assessment of the equity capital of the
company and the related court decision for the expert assignment; in
case limited liability company is being established by a way of change
in kind, expert report of the equity capital of the company and the
related court decision for the expert assignment or Sworn-in Certified
Public Accountant (YMM) report.
- In case the company that changes kind is a collective or a commandite
partnership; letter from the tax office that the shareholders of the
company do not have any outstanding tax debts.
- In case there are any kinds of rights, movable and immovable assets
to be put in as capital for a joint stock company to be established;
expert report of the assessment of the value of these and the related
court decision for expert assignment; in case there is any kinds of
rights, movable and immovable assets to be put in as capital for a
limited liability company to be established; expert report of the
assessment of the value of these and the related court decision for
expert assignment or Sworn-in Certified Public Accountant (YMM)
report.
- In case there are any securities put in as capital for a company to be
established; expert report of the assessment of the value of these and
the related court decision for expert assignment or Sworn-in Certified
Public Accountant (YMM) report.
- In case stocks of companies established overseas are being put in as
capital by foreign shareholders; the original copy of the document
issued by the institutions authorized for value assessment in
accordance with the laws of the country of origin or experts assigned
by the courts of the country of origin or by international rating
companies, notarized by the related Turkish Consulate or in
accordance with the provisions of the “Convention on the Abolishing
the Requirement of Legalization for Foreign Public Documents”
prepared on the basis of the Hague Conference on International Private
Law and its Turkish translation.
- In case there are any real persons with foreign citizenship among the
founders of the company, the photocopy of his/her passport when
presented together with the original passport itself or its notarized
copy. In case the foreign shareholder(s) is a legal entity; original copy
of Certificate of Business Activity issued by the chamber of industry
and/or commerce the company registered at or by authorized courts,
notarized by the Turkish Consulate or in accordance with the provisions
of the “Convention on the Abolishing the Requirement of Legalization
for Foreign Public Documents” prepared on the basis of the Hague
Conference on International Private Law and its and its notarized
translation.
- In case the capital in kind is an immovable asset; letter from the land
registry office that there is no restriction on the subject immovable; as
for vehicles, letter from the related traffic office that there is no
limitation for property transfer.
- In case there are any municipalities or such other local administrations
or unions established by them are among the founders of the company
to be established, a copy of the related Council of Ministers’ Decree
permitting their participation.
- In cases where Turkish citizens residing abroad apply at the Trade
Registry Offices for investing, their work or residence permits, since
these persons are treated as foreign investors in accordance with the
Foreign Direct Investment Law No: 4875.
- Registry certificate from the related chamber to accompany the reports
prepared by occupational members licensed in accordance with Law
No: 3568.
ANNEX 2
DOCUMENTS REQUIRED FOR AMENDMENTS IN ARTICLES OF
ASSOCIATION OF JOINT STOCK AND LIMITED LIABILITY COMPANIES
A- Petition for registration bearing the company’s trade name, signed by
company officials,
B- Amendment text which has been approved by the shareholders’ meeting in
joint stock companies and by board of shareholders in limited liability
companies, in 3 copies,
C- Minutes of the shareholders’ meeting for joint stock companies and for
limited liability companies having more than 20 shareholders; resolution of
board of shareholders for limited liability companies having 20 or fewer
shareholders,
D- For joint stock companies, list of participating shareholders at the
shareholders’ meeting,
E- Letter of the Ministry of Industry and Trade assigning commissioner for the
shareholders’ meeting for joint stock companies and limited liability
companies having more than 20 shareholders,
F- For joint stock companies specified in Article 5 of this Communiqué, the
original letter of permission from the Ministry.
In addition to the ones listed above, the following documents have to be
attached to the petition where necessary:
- In case the resolution of the shareholders’ meeting concerning the
amendments in the articles of association may violate the rights of
preferential stockholders; minutes of the special meeting of
preferential stockholders and the list of the participating shareholders,
- In case there are holders of various types of shares with different
preferences in joint stock companies; in addition to the resolution of
the shareholders’ meeting for amendments in the articles of
association for a capital increase, minutes of every special meeting
made by the holders of every different type of share and the relevant
list of the participating shareholders,
- For amendments in articles of association for a capital increase; report
of a Sworn-in Certified Public Accountant (YMM) or a Certified Public
Accountant (SMMM) in accordance with the form given in Annex 3 of
this Communiqué, certifying that the previous capital has been fully
paid up,
- In case the capital increase of joint stock company is being made by
capital kind or by acquisition of another company, expert report of
value of these and the related court decision for expert assignment; in
case the capital increase of limited liability company is being made by
capital kind or by transfer of another company, expert report of the
value of these and the related court decision for expert assignment or
Sworn-in Certified Public Accountant (YMM) report.
- In case the capital increase is being made by way of supplementing
shareholders’ credits from the company; expert report of the
assessment made to ascertain these and the related court decision for
expert assignment or Sworn-in Certified Public Accountant (YMM)
report or a Certified Public Accountant (SMMM),
- In case the capital in kind is an immovable asset; letter from the land
registry office that there is no restriction on the subject immovable; as
for vehicles, letter from the related traffic office that there is no
limitation for property transfer,
- In case the capital increase is being made by way of depositing in
stocks or supplementing revaluation reserves, revaluation reserves
from participations, cost revaluation reserve, participations’ shares or
proceeds from sales of fixed assets; report of a Sworn-in Certified
Public Accountant (YMM) ascertaining these,
- In case the capital increase is being made by foreign shareholder
depositing in the stocks of companies established in foreign countries;
the original copy of the document issued by the institutions authorized
for value assessment in accordance with the laws of the country of
origin or experts assigned by the courts of the country of origin or by
international rating companies, notarized by the Turkish Consulate or
notarized in accordance with the provisions of the “Convention on the
Abolishing the Requirement of Legalization for Foreign Public
Documents” prepared on the basis of the Hague Conference on
International Private Law and its and its notarized translation.
- In case the capital increase is being made by way of supplementing the
extraordinary reserves and undistributed profits to the company
capital, report of Sworn-in Certified Public Accountant (YMM) or
Certified Public Accountant (SMMM) ascertaining these,
- In case the company capital is to be reduced, expert report prepared
by three experts ascertaining that the company assets cover the
receivables of the company creditors and the related court decision for
expert assignment,
- In cases where Turkish citizens residing abroad apply at the Trade
Registry Offices for investing, their work or residence permits, since
these persons are treated as foreign investors in accordance with the
Foreign Direct Investment Law No: 4875.
- Registry outline from the related chamber to accompany reports
prepared by occupational members licensed in accordance with Law
No: 3568.

ANNEX 3
………………………(SWORN-IN PUBLIC (YMM)/ CERTIFIED PUBLIC
(SMMM)) ACCOUNTANT REPORT VERIFYING THAT THE CAPITAL HAS
BEEN FULLY PAID UP
Date and No. of the Report:
1- INFORMATION ABOUT THE ……………….. PUBLIC ACCOUNTANT ASCERTA NED
THE VALUE OF THE COMPANY
Name of the company the public
accountant is working for
:
Name and Last Name :
Registered Occupational Chamber :
Work Address and Phone No. :
License No. :
2- INFORMATION ABOUT THE COMPANY BEING ASCERTAINED
Trade Name :
Address :
Capital :
Previous Capital :
3- INFORMATION REGARDING THE ENDORSEMENT OF THE PREVIOUS LEGAL
BOOKS AND LEDGERS
a) Books and ledgers belonging to the year of approval
Year Book Type Notary Date & No.
…… ……….. ……… ………..
b) Books and ledgers belonging to the year of capital payment
Year Book Type Notary Date & No.
…… ……….. ……… ………..
4- DOCUMENTS CERTIFYING THAT THE CAPITAL HAS BEEN FULLY PAID UP
(Regarding the portion of capital between the current capital and the previous capital)
A) Dates of Capital in Cash Payments Journal Items
………………………. …………………..
B) Dates of Capital In Kind Payments Journal Items
………………………. …………………..
C) Date of Registration of the capital in kind, on behalf of the company in the related
registry:
…………….
5- EXAMINATIONS MADE
A) Information concerning the calculation of the equity capital and whether the capital keeps its
existence
B) Information concerning whether the debts of shareholders arising from their capital
commitments in order to debit these once more by way of crediting entry to another account,
following the entries concerning the payment of capital commitments by the shareholders.
6- CONCLUSION
NAME & SURNAME
SIGNATURE
ANNEX 4
COMPANY ESTABLISHMENT PETITION AND NOTIFICATION FORM
TRADE NAME OF THE COMPANY/BRANCH OFFICE:
ADDRESS OF THE COMPANY/BRANCH OFFICE:
Province Code: Zip Code :
FIELD OF ACTIVITY:
Trade Registry
No.:
Tax Office
Name & Tax
No.:
Date of
Establishment:
Duration of the
Company:
Phone No.: Company Headquarter located
at: (Province & County:)
CONSTITUENTS OF THE COMPANY’S CAPITAL (Billion)
Capital: YTL………………
1- Capital in cash from abroad:
YTL……………
2- Domestic profits: YTL
………………
3- Domestic receivables: YTL
………………
TOTAL CASH CAPITAL: YTL ………………
1. Machinery & equipment: YTL……………
2. Stocks: YTL ………………
3. Industrial & Intellectual Property:
YTL…..
4. Rights pertaining to the exploration
and extraction of natural resources: YTL
5.Others: YTL ……………
TOTAL CAPITAL IN KIND: YTL …………
Value of each share:
YTL………)
FOUNDERS AND THEIR FUNCTIONS IN THE COMPANY ORGANS
Name, Last Name/ Title &
Address
Citizens
hip
Tax ID
No.
Citizenship ID
No.
Passport No. of
Foreign
Shareholder
Capital
amount
Board Auditor
Manager
of Limited
Liability
Company
Proxy of
Foreign
Company
at Branch
Office
FOUNDERS AND THEIR FUNCTIONS IN THE COMPANY ORGANS
Name, Last Name/ Title &
Address
Citizens
hip
Tax ID
No.
Citizenship ID
No.
Passport No. of
Foreign
Shareholder
Capital
amount
Board Auditor
Manager
of Limited
Liability
Company
Proxy of
Foreign
Company
at Branch
Office
INFORMATION REGARDING WORKPLACE
NUMBER OF WORKERS TO
BE EMPLOYED
DATE OF INITIATION OF
EMPLOYMENT
1st Workplace:
Number of workers employed at minimum wage:
Number of other workers employed: TOTAL :
2nd Workplace:
Number of workers employed at minimum wage:
Number of other workers employed: TOTAL :
IN CASE THE WORKPLACE DOES NOT BELONG TO THE
EMPLOYER:
1st Workplace: 2nd Workplace:
LEASE AMOUNT OF THE WORK PLACE
Name & Last Name
Tax ID No. (if any):
THE
PROPRIETOR’S
Address:
OBLIGATION TYPE
WILL BE MARKED BY THE TAXPAYER WILL BE FILLED IN BY THE TAX OFFICE
TAX KIND TAX CODE OBLIGATOR
DATE OF
INITIATION OF
THE
OBLIGATION
CORPORATE TAX 0 0 1 0
PROVISIONAL CORPORATE TAX 0 0 3 3
VALUE ADDED TAX Monthly
Quarterly
?
?
0 0 1 5
INCOME TAX WITHOLDING Monthly
Quarterly
Other
?
?
?
0 0 0 3
CORPORATE TAX WITHOLDING (Corporate Tax Law. Art. 24) 0 0 1 1
STAMP DUTY 0 0 4 0
BANK AND INSURANCE TRANSACTIONS TAX 0 0 2 1
CERTIFIED GENERAL (SM)/ CERTIFIED PUBLIC (SMMM)/ SWORN-IN CERTIFIED PUBLIC (YMM)ACCOUNTANT /
LAWYER INFORMATION
Name & Last Name
Tax ID No.
Registered Tax Office
Registered Chamber
Chamber Registry No.
Date of Contract
No. of Contract
Signature
Stamp/ Seal
I hereby certify as the legal proxy of ……(company’s trade name) ………….. that the above information is true and request the
establishment of ………………… tax liability amongst the tax categories I have marked in this notification form as of ……/…/….
THE AUTHORIZED COMPANY
REPRESENTATIVE’S
We hereby certify that the information covered by this form conform to
the documents presented by the taxpayer.
Name & Last Name: CERTIFYING TRADE REGISTRY OFFICER
Tax ID No.: Name & Last Name:
Signature: Title:
Signature:
Date: ... /… /…
ANNEX 5
TRADE NAME OF THE COMPANY :
ADDRESS :
TRADE REGISRY OFFICE :
PREVIOUS CAPITAL :
CURRENT CAPITAL :
DATE OF SHAREHOLDERS’
MEETING
:
SHAREHOLDERS PARTICIPATING IN THE CAPITAL INCREASE
IN THIS CAPITAL INCREASE
NAME & LAST NAME
/TITLE
BEFORE
CAPITAL
INCREASE
AFTER
CAPITAL
INCREASE
Subscribed Share
Amount (YTL)
Amount Paid-up Bank account
No. to which the
payment is made
We hereby attest that the above information is true.
……………………………….. (Company Name)
Names, last names and signatures of the Chairman of the Board and the Board Members.


Taken from Treasury Department of Turkey