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CHAMBER OF
CE 1882
T H E ISTA
COMMERCE
ER
NB
M
LC M
U
HA CO
MBER OF
REGISTRATION PROCEDURES
IN TURKEY
IN ACCORDANCE WITH
NEW ADJUSTMENTS
IN THE LEGISLATION
2005
FOREIGN DIRECT INVESTMENT
LAW IN BRIEF
1
l Foreign capital companies established in Turkey have the
same rights to acquire a real estate as domestic investors. Foreign
real persons may own a real estate according to the principle of
reciprocity.
The new Law has retained the permission requirement for Liaison
Offices. Liaison offices are special type of offices whose main
activity is to conduct market research and feasibility studies and
to accumulate investment opportunities in the Turkish market on
behalf of their head offices. They are not allowed to carry on any
commercial activity. Foreign investors are required to obtain
permission from General Directorate of Foreign Investment to
open a liaison office in Turkey. The initial permission is given for
3 years, which can be extended depending on the activities
performed in the last 3 years and future plans of the head office.
In terms of this new law, Turkish nationals who verify with work
or resident permit, domiciled abroad are deemed as foreign
investors.
2
capital subscribed by the shareholder. At least 5 share holders
(real person or legal entity) and minimum capital of 50.000 NTL
is mandatory.
According to the current Turkish Trade Law, banks, private finance
institutions, insurance companies, financial leasing companies,
factoring companies, holding companies, companies operating as
foreign currency exchange offices, companies dealing with public
warehousing, publicly held companies subject to the Capital
Markets Law, companies that are founders and operators of free
zones should be established as Joint Stock Associations and these
companies are still subject to permit from Ministry of Industry
and Trade for their foundations.
3
Such an association is based on the principle of mutual help and
suretyship. Arrangements related to co-operative associations are
governed by the Co-operatives Law.
COMPANY ESTABLISHMENT
PROCEDURES
Although the required documents for establishing the above
described companies almost will be the same, however it differs
in accordance with either preferred type or way of participation
to the partnership.
According to the current legislation, all the documents and
statements described here below should be submitted to the Trade
Registry Offices located at the province where the company or
partnership will be established .
Since 1996 Istanbul Trade Registry Office has been fulfilling its
activity in the building of The Istanbul Chamber of Commerce,
with its branches located in Kad›köy, Perpa and Istoç.
The documents delivered to Trade Registry Offices should get the
official approval after their examination of whether all given and
described conditions on the documents and statements are in
compliance with legislation and clear that all the rights of third
person is covered.
Trade Registry Offices have the refusal right for the registration
requests which are inappropriate to legislation.
The company can start to operate its business activity after the
approval and registration of Trade Registry Offices by receiving
registration number which is unique for every established company.
In Istanbul Trade Registry Office, all registered documents and
statements are being computerised and also filed in company
dossiers as well.
Company registrations and participations are announced to the
third person or related parties through being published on Turkish
4
Commercial Registration Newspaper by Trade Registry Offices in
Ankara.
Notarisation of
Operation
articles of
started
association
Delivery of
required Registration at
documents to tax office
trade registry
together with
company
establishment
form
Company
1 DAY established
5
l The forms of Chamber Registration Statement,
Establishment Statement and Letter of Commitment which are
mentioned among the requested documents are available on our
web site and can be also provided from our Chamber and its
branches.
1. DOCUMENTS REQUIRED
FOR MERCHANT REGISTRATION:
1. Petition (must be signed by the merchant),
6
3. Notary public certified Articles of Incorporation (3 copies).
7
For the foreign nationals residing in Turkey, notarised
Residence Permit must be submitted.
COLLECTIVE COMPANY
1. Petition (The Tax Office registered to must be indicated, and
signed by person authorised or by proxy, and the original or
notarised copy of the power of attorney must be attached).
8
COMMANDITE COMPANY
9
l The Executive board members of the cooperative shall be
Turkish citizens according to the article No. 56 of the Law for
Co-operatives,
PARTICIPATION TO A PREVIOUSLY
ESTABLISHED COMPANY
Participation to a previously established company in Turkey can
be done in two ways through either share transfer or contribution
to the companies’ capital increase .
According to the current Turkish Trade Code, share transfers of
Joint Stock Companies are not subject to registration by Trade
Registry Offices.
10
In case the foreign national partner is a legal entity the
documents required are:
l The foreign investor should have Activity Certificate of his
or her company prepared by the relevant authority in the investor’s
country. This certificate should contain the information about
the current active status of the company and its signature executives.
11
l For joint stock companies Minutes of General Assembly with
its necessary attachments (2 copies), Draft Amendment
(2 copies), list of Shares showing subscribed capital of each
shareholder within the increased capital, certified report of the
existing status of previously paid capital,
12
CONTACT DETAILS OF ISTANBUL TRADE
REGISTRY OFFICE
HEAD OFFICE:
Istanbul Trade Registry Office
Istanbul Chamber of Commerce
Address : Refladiye Cad. 34112
Eminönü, Istanbul / TURKEY
Phone : 90 212 455 63 02-03
Fax : 90 212 511 84 37
E-mail : tescil@ito.org.tr
Website : www.ito.org.tr
BRANCH DETAILS
Perpa Branch
Address : Perpa Ticaret Merkezi B.Blok Kat.2
No.79 Okmeydan›, Istanbul / TURKEY
Phone : 90 212 210 17 90 (4 lines)
Fax : 90 212 210 17 94
‹stoç Branch
Address : ‹stoç Toptanc›lar Çarfl›s› 8.Blok
No.85/91 Mahmutbey,
Ba¤c›lar - ‹stanbul / TURKEY
Phone : 90 212 659 69 50 (5 lines)
Fax : 90 212 659 46 83
Kad›köy Branch
Address : Hasanpafla E¤itim Mah. Poyraz Sk.
Erdemler ‹fl Merkezi A Blok No.9
Kad›köy, ‹stanbul / TURKEY
Phone : 90 216 449 28 52-53
90 216 418 60 95-97-98
Fax : 90 216 418 60 96
1882
T H E ISTA
RC E
ME
NB
L
M
U
CH O
AMBE R OF C
ISTANBUL
The City
Where the
Continents,
Seas,
Roads,
Merchants
Meet