[ESTABLISHING A BUSINESS ENTITY IN TURKEY] 491
• Before the incorporation of a company, shareholders should register with the local tax office and receive a potential Turkish Tax Identification Number. • All the required documents and statements such as articles of incorporation certified by the notary public, signature declarations (local individuals, to be appointed as the signatory authority shall issue their signature declarations in the presence of the trade registry officers) and chamber registration statement should be submitted to the Trade Registry Office located at the province where the company will be established. • The documents delivered to Trade Registry Offices should get official approval after examining whether all given and described conditions on the documents and statements comply with legislation. • Company registrations should be announced to third parties or related parties by being published in Turkish Commercial Registry Gazette. After all the required documents are prepared; the company's incorporation process normally does not take more than a week. C. Governance, Regulation and Ongoing Maintenance 1. Brief Summary of Regulation of Each Type and Ongoing Maintenance, Reporting Requirements i. A brief summary of regulation of Anonim sirket and limited sirket
and legal entity shareholders can be appointed as board members. Limited sirket may be governed by one or more managers. The shareholders can transfer their management rights to one or more shareholders or can appoint a third-party manager(s) provided that at least one of the managers is a shareholder. ii. reporting requirements The board of directors of anonim sirket should prepare financial statements, its supplement annual report while the manager of limited sirket should prepare financial statements, annual activity reports. It is compulsory to appoint an independent auditor(s) for the type of companies determined by the TCC and shall prepare reports for risk detection and risk management.
2.
Requirements
for
Local
Shareholding/Directors Anonim sirket and limited sirket can be established with 100% foreign capital without the necessity of a Turkish shareholder and at least one shareholder is required for the incorporation. Shareholders may be natural persons or legal entities, residents, or non-residents in Turkey. In both corporate forms, there is no obligation for directors and managers to reside in Turkey or to be Turkish citizens. 3. Minority Shareholders ’ Rights and Protection Minority sharehold ers’ rig hts are regulated under the TCC. Minority shareholders have right to request the followings:
Anonim sirket is managed by its board of directors. The board of directors may be comprised of a single person or more. Non-shareholders
ILN Corporate Group – Establishing a Business Entity Series
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