Company Establishment Procedure
The establishment procedure of a company is the same for setting up all forms of entities, but requirements vary according to settlement. From 2013 onwards, the company establishment procedure will be followed up via a new system called MERSIS (Central Registration System) – the steps for this are outlined below:
- Register online with the MERSIS system
- Check the appropriateness of the chosen company name and the title to use
- Draw up articles of association in accordance with MERSIS requirements and obtain a tracking number from the system
- Visit a public notary or trade registry offices with the MERSIS tracking number, to have the articles of association signed by shareholders and witnessed
- Prepare founders’ declaration, signed by founders
- Make the capital contribution payment, if capital is contributed by shareholders at establishment (Valid for only Joint Stock Companies beginning from 2018)
- Pay fee for protection of competition (0,04% of capital commitment)
- Apply to Trade Registry Office with MERSIS tracking number, along with all other relevant documents and statements
- If application is approved by Trade Registry Office, the company becomes a legal entity following its registration
- Prepare the signature circular of the authorised persons under the company name and notarised by a public notary or Turkish Consulates.
- Get the legal books certified by a public notary
- Prepare invoices under the conditions required by law and print them by contracted printers.
After ‘legal entity’ status is received, the company should:
- Register with the district tax office
- Register with the provincial social security office
- Obtain permits from municipal authorities to commence operations
Entities engaged in trade must also register with the Chamber of Commerce, and those engaged in production must register with the Chamber of Industry.
Registration with the Tax Office
Taxpayers are required to notify the tax office in the case of starting a legal entity, as well as if moving address, change of job, changing business or closing down.
Relevant tax office’s officer will visit the company’s registered office address to make an inspection. The company’s general director (or someone who is authorized with a POA) must be physically present in the office and sign the inspection document.
In the case of changing or closing down a legal entity, the person authorized to represent the company must apply to the tax office within 1 month of the date when the change/closure takes place.
Registration with Social Security
The employer is required to provide a business declaration, prepared according to the template provided, to Social Security before any employees start work. This can also be done via the commercial registry office, which must notify Social Security within 10 days of receiving information about a company’s establishment, mergers, relocation, transfer or other changes.
Permits from Municipal Authorities
According to municipal revenues law, the workplace cannot be opened and operated without first obtaining a permit to commence operations. Municipalities are authorized to grant operating license and work permits to businesses within the boundaries of the municipality and neighboring areas. Companies should apply to the local municipality for an operating license and work permits, which will be issued once any necessary inspections have been carried out.
If the place of business is located outside the municipal boundaries, then the license and permits should be sought from the governor and/or governorate.