Joint Stock Company New Registration

The application for registration of the incorporation of a joint stock company must be made within thirty days following the receipt of the Ministry's permission for companies to be established with the Ministry's permission, or following the approval of the articles of association by the Trade Registry Directorate or a notary for other companies. Unless otherwise provided in special laws, joint stock companies must be established with a minimum capital of TL 250,000.00 and at least 1 shareholder. The following documents are submitted to the directorate with the application:

REQUIRED DOCUMENTS

Articles of Association of the Joint Stock Company, with the founders' signatures approved by the Registry Directorate or a notary
(1 original - 1 photocopy)
Bank letter stating that at least 1/4 (25 percent) of the cash capital has been paid
Receipt showing that four ten-thousandths of the capital has been paid pursuant to the Law No. 4054 on the Protection of Competition
(It will be paid at the cashier's office of the Chamber to which our Directorate is affiliated or into the Chamber's bank account.)
Specimen signatures/signature declarations of the members of the board of directors authorised to represent the company
(If no signature record is held in the databases of public institutions and organisations or the record cannot be obtained, the signatures of the persons concerned are submitted to the directorate either by having them physically notarised or by making a written declaration at any Trade Registry Directorate.) (1 original)

The signature specimens of persons added as authorised signatories with the new identity card can be obtained electronically from the General Directorate of Civil Registration and Nationality (NVİ) and recorded in the MERSİS database. A physical signature declaration will not be requested for such authorised persons. (Ministry Circular No. 72558467 dated 4/3/2022)
Written declarations by board members who are not shareholders and have not been granted power of representation, stating that they accept this duty
(Trade Registry Regulation, Article 69 / h)

A "Authority Acceptance Procedures" module has been created and put into operation in MERSİS so that the authority acceptance procedures of persons authorised to sign on behalf of the company/business can be carried out electronically. If authority has been accepted electronically via MERSİS, a physical authority acceptance document will not be requested. (Ministry Circular No. 72558467 dated 4/3/2022)
New Registration Request Petition
Registration Declaration for Legal Entities
(For registration with the Chamber)
Photographs of the members of the board of directors
(2 each)
If capital in kind is contributed at the time of establishment:
- Valuation reports prepared by an expert appointed by the court regarding the determination of the value of the capital in kind contributed and of the businesses and assets in kind to be taken over during the establishment, together with the court decision,
- A letter to be obtained from the relevant registry stating that there is no restriction on the capital in kind contributed,
- A document showing that an annotation has been made in the registries in which the immovable property, intellectual property rights and other assets contributed as capital in kind are recorded,
Contracts related to the establishment and concluded between the company being established and the founders and other persons, including those concerning the takeover of assets in kind and of the business
For companies whose incorporation is subject to the permission or favourable opinion of the Ministry or other official bodies, this permission or letter of favourable opinion
If a legal entity is elected to the board of directors, a notarised copy of the decision of the competent body of the legal entity designating only one natural person, determined by the legal entity, to act together with the legal entity and on its behalf

- The decisions of corporate bodies submitted to our Trade Registry Directorate by companies that have started keeping their commercial books through ETDS must contain the verification code issued by ETDS. For decisions submitted in applications to your directorate, the necessary registration procedure will be carried out after verification in the "Document Verification" section at https://etds.ticaret.gov.tr, and no separate notarisation will be required for these decisions.

- Notarisation will not be required for decisions taken electronically (MERSİS and similar applications).

NOTES

a- If municipalities and other local administrations or unions established by them are among the founders of the company to be established, the permission letter of the Presidency of the Republic
b- Joint stock companies with capital exceeding TL 250,000.00 are required to retain a contracted lawyer (Attorneyship Law No. 1136, Article 35)
c- To establish a company by proxy, the power of attorney must contain the wording "I HAVE APPOINTED ………………… ……………….. AS MY ATTORNEY TO CARRY OUT COMPANY INCORPORATION PROCEDURES, TO MAKE CAPITAL COMMITMENTS, AND TO AMEND AND SIGN THE ARTICLES OF ASSOCIATION AND ITS ANNEXES AND TO ACT BEFORE THE TRADE REGISTRY DIRECTORATE".
ç- The articles of association may be signed by all the company's shareholders with an e-signature during the MERSİS approval process and sent to our directorate. In this case, the shareholders do not need to come to our directorate to sign the articles.
d- For companies wishing to allow shareholders or board members to attend general assembly or board meetings and vote electronically, either by establishing an Electronic Meeting System or by purchasing services from systems created for this purpose, the text to be added to the articles of association
e- If the chair's signature is not on the board decisions, a written statement is obtained from the chair of the board confirming that the chair convened the board meeting

IF THERE IS A FOREIGN NATIONAL SHAREHOLDER OR BOARD MEMBER

A- If a Natural Person;

Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
Translated and notarized copy of the passport (1 original – 1 photocopy)
Tax office potential viewing document (1 original)
Photograph (2 copies)

B- If a Legal Entity;

The company's current Registry Certificate or Registry Summary. The document must be authenticated by a Turkish consulate or in accordance with the provisions of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (apostille-certified) and must be submitted to the directorate together with its notarized Turkish translation. (TSY Article 32)
Tax office potential view document of the foreign legal entity
Of the foreign representative of the foreign legal entity;
- Photocopy of the Residence Permit, if any (1 copy), or a declaration showing the address if the address is abroad
- Translated and notarized copy of the passport (1 original – 1 photocopy)
- Tax office potential viewing document (1 original)
- Photograph (2 copies)

NOTE:

You must submit an electronic application at https://mersis.ticaret.gov.tr/.

Documents

For Information and Support

Phone:

0 (378) 227 10 46

Extensions: 124 – 125 E-mail:

info@bartintso.org.tr

Joint Stock Company New Registration

Required documents

How to apply