[ESTABLISHING A BUSINESS ENTITY IN TURKEY] 467
shareholder is required for the incorporation. Shareholders may be natural persons or legal entities, residents, or non-residents in Türkiye. In both corporate forms, there is no obligation for directors and managers to reside in Türkiye or to be Turkish citizens. 3. Minority Shareholders’ Rights and Protection Minority shareholders’ rights are regulated under the TCC. Minority shareholders have right to request the followings: • extraordinary general assembly meeting to be convened, or that a time to the agenda of the general assembly meeting to be added,
4. Foreign Investment, Thin Capitalization, Residency and Material Visa Restrictions • Barriers to Entry for An Offshore Part All the procedures for incorporating foreign-invested companies are the same as local companies. The national treatment principle is applicable by all means. Therefore, there are no significant barriers to entry for an offshore party. • Thin Capitalization According to Corporate Income Tax Law, if the total borrowings of a corporation, which are obtained directly or indirectly from its shareholders or persons to the shareholders and used in the business, exceeds three times the equity capital of the corporation at any time within the fiscal year, the excess part of the borrowings will be considered as thin capital for the relevant fiscal year. However, borrowings such as loans borrowed by banks or from third parties based on non-cash guarantees provided by the shareholders or persons related to the shareholders are not deemed to be thin capital. • Capitalization Obligation The incorporation of a company requires the minimum capital as stipulated in the TCC. Accordingly, the minimum capital amount required for an anonim şirket is TL 250,000 (approx. EUR 7,143) while TL 50,000 (approx. EUR 1,430) is for a limited şirket . For anonim şirket , if the shares are stipulated in cash, at least 25% of the related capital should be paid during the registration process and the unpaid amount should be paid within 24 months after registration. For limited şirket, a payment during the
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postponement of balance sheet discussions for one month to have a chance to review the balance sheet in detail,
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independent auditor to
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appointed or replaced,
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under circumstances requesting dissolution of the anonim şirket by filing a lawsuit.
Minority shareholders may also be granted the right of being represented in the board of directors by the articles of association. Apart from the rights mentioned above, meeting and decision quorums also have an impact on minority rights. For instance, consent of at least 75% of shareholders of anonim şirket are required to change the scope of the company.
ILN Corporate Group – Establishing a Business Entity Series
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