How to Establish a Joint Stock Company?

Establishment of a Joint Stock Company | How to Establish a Joint Stock Company | Joint Stock Company | Company Formation | Commercial Law | Lawyer in Izmir | Law Firm in Izmir | Efes Law Firm

How to Set Up a Joint Stock Company

Tax advantages and the fact that partners' liability is limited to their capital contributions are among the main reasons why companies expecting high future revenues prefer joint-stock companies. So, how is a joint-stock company established?

Documents Required for Establishment

1.  Company incorporation application (Izmir Chamber of Commerce)
2. Company articles of association
3. A signature declaration issued under the company name, bearing the name of the persons authorized to represent and bind the company, and approved by the Commercial Registry.
4. Nakdi sermayenin bankaya yatırıldığını gösterir banka mektubu
5. Receipt showing that four ten-thousandths of the company's capital has been deposited into the Competition Authority's account.
6.  Room registration form, photocopy of signature declaration.

Key Considerations When Establishing a Joint Stock Company

•  If a legal entity is elected to the board of directors, the decision of the authorized body regarding both the legal entity and the natural person authorized on its behalf must be submitted.
• If there is a legal entity partner, the representative decision of the legal entity partner and the trade registry certificate obtained within that year are required.,
• If the applicant is a foreign national, a notarized translation of their passport and a Social Security Institution (SGK) company incorporation application and notification form are required. If the applicant is a foreign legal entity, a notarized translation of their registration certificate with an apostille from the competent authority is required.,
• If the joint residence is outside of Türkiye, the SGK company establishment application and notification form are required.,
• If there are minors among the company partners, a letter of consent from the legal representative of the minor partner is required.,
• A court decision appointing a guardian for a minor partner in a company, or for a minor if one of the parents or both are partners in the same company.,
• Fingerprints of illiterate partners and the signatures of two witnesses are required.
• Joint-stock companies must have at least one shareholder.
• In joint-stock companies, capital The minimum requirement is 50,000 TL. There is. The amount of registered capital that is not publicly traded cannot be less than 100,000 TL.
• Joint-stock companies can be established for a fixed term or indefinitely. If the company is established for an indefinite period, this must be explicitly stated in its articles of association.
• According to Article 331/1 of the Turkish Commercial Code, a joint-stock company can be established for any economic purpose and subject matter that is not prohibited by law. Furthermore, those whose establishment is subject to the permission or approval of the Ministry or other official institutions due to special legislation can complete their establishment procedures after obtaining the necessary permission.
• According to Article 342/1 of the Turkish Commercial Code;
  •  Services rendered,
  •  Personal labor,
  •  Commercial reputation,
  •  Receivables that are not yet due cannot be contributed to the company as capital.

• The company name must be protected throughout Turkey. Therefore, the chosen name must not have been previously registered in any trade registry. The suitability of the trade name should be verified in accordance with the Ministry of Customs and Trade's Communiqué on Trade Names, using both the Mersis program and the trade name inquiry section of the Turkish Trade Registry Gazette.
• Board members consist of at least one member and are elected for a maximum term of three years.
• Unless otherwise stipulated in the articles of association of a joint-stock company, or if the board of directors consists of only one person, representation is done by double signature.
• If the division of duties among the board of directors and the method of company representation are not determined by the articles of association, a decision regarding the division of duties and the method of representation of the board of directors must be made after the registration of the articles of association, and this decision must be registered and published.
• Board members selected from outside the shareholders' group and who do not have the authority to represent or bind the company must provide written statements regarding their identity, nationality, and place of residence, as well as signed documents confirming their acceptance of the position.

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