Establishing a company, which is the first step in business life, is one of the most important and laborious stages that requires a lot of effort. We have prepared a guide that will explain every detail we will encounter in this long company establishment process.
Company Establishment Step 1: Meeting with a Financial Advisor
The first step to be taken after the decision is taken for the establishment of a company will be to meet with an expert financial advisor and to make an agreement for your transactions in the following process.
Your financial advisor will guide you on tax and other financial issues according to the sector of the company you will establish and inform you about methods that will reduce your expenses such as tax deductions and incentives according to the work to be done.
During this period, it will also be necessary to make an agreement on the follow-up of your monthly accounting transactions related to your commercial activities.
Company Formation Step 2: Selecting a Company Type
The second step after the consultation and agreement with the financial advisor is to choose the type of company. Although there are many types of companies in the Commercial Code, the most frequently established and existing company types are ‘sole proprietorship’, ‘limited liability’ and ‘joint stock’ companies.
Each type of company will have its own advantages and disadvantages.
Company Formation Step 3: Preparation of Articles of Association
The next step after determining the type of company is the preparation of the articles of association. During the preparation of this contract, issues such as company characteristics, title, company address, who will be the manager, capital, how the profit will be distributed should be decided and specified in the articles of association, which is the main source of the company.
The requirements for the preparation of the articles of association are as follows;
- The title of the company should be decided.
- The shareholders of the company and the share amounts of these shareholders should be determined. A minimum of 1 partner is sufficient for all company types.
- The location of the company’s head office must be determined.
- Determine who will be the company manager / representative
- The capital amount and capital shares of the partners should be determined.
- For joint stock companies, 1/4 of the determined capital must be deposited as blocked and the remaining part must be deposited within 24 months. In limited liability companies, there is no obligation to deposit 1/4 of the capital as blocked.
- The capital amount must be large enough to meet the cash needs until the company generates enough income to sustain its existence.
- For sole proprietorships, the amount of capital can be determined according to the request of the individual (such as between 1.000,00 TL – 5.000,00 TL).
- The minimum capital amount for limited liability companies is 10.000,00 TL.
- The minimum capital amount for joint stock companies is 50.000,00 TL.
- The type of announcements to be published regarding the company should be decided.
- The conditions for leaving the company, the existence or non-existence of privileged shares and the details of profit distribution should be decided.
Company Formation Step 4: Approval of the Articles of Association in the Commercial Register
After the preparation of the articles of association of the company through a financial advisor, the agreement is uploaded to the MERSIS system. After entering the necessary information on the system, a registration number is created at the approval stage. With this registration number, the company partners go to the Trade Registry Directorate and 3 articles of association are signed in the presence of the authorized officer and approval is obtained.
The person authorized to represent the company also prepares an authorized person registration request (signature declaration) here.
A notarized copy of identity card must be prepared to be submitted to the tax office for the start of work notification.
Apart from these, the necessary documents are as follows;
- 2 copies of the signature declaration of the company manager with his/her title.
- Founders’ declaration signed by the founders.
- In the event that the manager is elected other than the founders, a document approved by the Trade Registry Directorate stating that the relevant manager accepts the duty.
- Name, address, nationality and identity information of the real person designated by the legal entity on behalf of the legal entity in case the duty of director is assigned to a legal entity. (In case the real person selected by the legal entity is a foreign national, a residence permit and a notarized passport sample with Turkish translation.)
- In case the real person selected by the legal entity for the position of director is a foreign national, the current registry records of the legal entity
Company Formation Step 5: Potential Tax Number and Bank Process
Go to the tax office with the company’s articles of association and create a potential tax identification number. In regions where the Mersis system has been switched to, this process can be carried out through Mersis).
The potential tax identification number will become the tax number of the company after the registration of your company is completed. During the establishment process, the potential tax identification number must first be obtained in order to deposit 25% of the capital, which must be deposited in joint stock companies, to the bank. After obtaining this number, the shareholders go to the bank and deposit the part of the capital to be blocked and receive an information letter from the bank addressed to the relevant trade registry office. In limited liability companies, there is no obligation to deposit this amount, but it can still be deposited according to the wish. The blocked amount can be withdrawn in cash to be used in company transactions after the completion of the company registration procedures, or it can be transferred to the company account to be opened. Since the share of the Competition Authority can also be paid at the tellers in the relevant chamber of commerce, there is no need to go to the bank again.
Company Formation Step 6: Completion of Documents and Submission to the Trade Registry Office
Chamber of Commerce Documents Required for Company Formation
- Notarized company articles of association 3 pieces (4 pieces for the establishment of a company with foreign capital)
- Company authorized signature declaration in 2 copies (can be prepared at the Chamber of Commerce)
- Bank receipt for the Competition Authority share (deposited at the Chamber of Commerce cashier)
- Declaration of Chamber registration (Photographs of the partners must be present.)
- Company Establishment Application Form 3 pieces
- Founding shareholders information form
- Bank receipt showing that the blocked amount of the capital required for joint stock companies has been deposited
After these documents are prepared, they are sent to the trade registry directorate. The fees to be paid must be paid at the time of application. After the approval of the company establishment application, the registration letter, registration certificate and activity certificate must be obtained.
Since most of the necessary establishment documents for limited liability companies can be done at the trade registry directorates, the preparation of these documents is completed by authorized officers at the trade registry directorates.
Company Formation Step 7: Preparation of Signature Circular
Following the registration of the articles of association of the company in the trade registry, the company is now a legal entity. The company manager, who is authorized to represent the company, can have a signature circular prepared at the notary public with the signature samples he will sign with his title. This signature circular will be required for all transactions to be carried out in the name of the company. All legally required books must be notarized on the day the company is registered.
Company Formation Step 8: Notarization of Books
A. Books Required to be Certified by Sole Proprietorships
- A book to be kept on a business account basis;
Operating account book - Books to be kept in self-employment;
Business book for agricultural earnings
Self-employment income book
Farmer business book
B. Books to be Certified by Limited Liability Companies;
- Defter-i Kebir
- Journal book
- Inventory book
- General assembly decision book
- Shareholders’ share ledger
- Notebook of the board of directors (Required in case of more than one director)
C. Books Required to be Certified by Joint Stock Companies;
- Defter-i Kebir
- Journal Book
- Inventory Book
- Board of Directors Decision Book
- Shareholder Share Ledger
- Stamp Tax Book
**Book certifications must be made at the Trade Registry.
Company Formation Step 9: Tax Office Notice of Commencement of Business and Registration Procedures
After the registration of the company, an application is made to the relevant tax office together with the documents in the following articles;
- Notarized identity cards of the company partners
- Certified signature circular
- Approved articles of association
- Lease Contract (or Photocopy of Title Deed)
- Original company registration letter and registration certificate
- Residence of the company partners
- Original or notarized copies of identity cards
***The relevant tax office checks the company’s address according to the above documents and prepares an attendance report and obtains the signature of the company official. After the attendance report is kept, a tax plate can be requested from the tax office. (With the recent regulation, from now on, the attendance process will be risk-oriented, not for every taxpayer).
Financial advisors can also use their authorization to approve the tax plate of the taxpayer with whom they have made a contract without waiting for the roll call. This process both shortens the company establishment procedures and accelerates the process.
After the above-mentioned documents are completed, the process in the following items proceeds in order.
A. Application Procedures
An application should be made to the tax office with the documents above. Stamp tax declaration is made in line with the lease agreement and CPA Professional Contract and the accrued amount must be paid. After that, all documents are submitted to the registry service. With this, the opening application is completed.
B-Recording and Registration
After the application process is completed, tax office officials will come to your workplace address without notice and inspect whether the workplace actually exists. On average, this inspection process takes place 2 or 3 days after the application process. You go to the tax office with the ‘attendance receipt’ left to you by the attendance officers and complete the registration procedures in the registry service. Your tax certificate will then be available for download on the internet.
C-Bağkur Transactions
After the roll-call procedures are completed and your tax liability is completed, the next step is to apply to the Social Security Institution on behalf of 4/B insurance, which used to be Bağ-kur. In 2019, the 4/B insurance premium is 754.61 TL per month for company partners and tradesmen, but regular payment of these premiums will allow you to benefit from discount opportunities.
D-Written Cash Register Transactions
The procedure in this part of the article will only apply to company owners in relation to the retail sale of goods.
By going to the tax office, the cash register permission petition is filled and permission is obtained. After that, the transactions are completed by going to the cash register dealer. Since the employees at the dealer do these transactions dozens of times every day, they have a good command of the procedure and will help you with the points you have in mind about the transaction. After completing your transactions here, you should get the following documents:
- Invoice for the purchase of a cash register
- Photocopy of cash register authorization certificate
- First receipt of the cash register (Dealer employees will help you)
- Photocopy of the first 3 pages of the cash register license
After the completion of these files, you can go to the tax office and have the cash register usage certificate of the payment recorders approved.
Company Establishment Step 10: Chamber of Commerce and Industry Transactions
While it is mandatory to register with the relevant chamber of commerce within 15 days after the establishment of the company, if our company to be opened will work in the industrial sector, it must also register with the relevant chamber of industry. The required documents are listed below.
1- Chamber of Commerce Application Form
2- Trade Registry Gazette
3- Manager Signature Circular
4- Notarized articles of association
5- Copies of the identity cards of the company partners
6- Residence certificates of the company partners
Company Formation Step 11: Municipal Procedures
1- Workplace opening and permission license must be issued.
2- Environmental Cleaning Tax must be paid.
3- If your workplace belongs to you, you should go with the title deed, if it is rented, you should go with the lease agreement.
4- Your Chamber of Commerce registration copy, tax plate and trade registry newspaper should be taken with you.
Company Formation Step 12: Commencement of Commercial Activity
After all these challenging processes, you can now start your commercial activity. After the invoice is printed and stamped from the printing house, you can start issuing invoices after the necessary documents such as collection and disbursement receipts are prepared. With these processes, the end of paperwork is almost reached. After these processes, you can participate in associations, chambers, unions and similar non-governmental organizations in order to expand your business and your environment according to your wishes.
If insured workers will be employed, these transactions can be carried out with the financial advisor with whom an agreement has been reached. Municipal license procedures are also carried out according to the requirements of the activities planned to be implemented.
Company Establishment Step 13: KOSGEB and Supports
By registering with KOSGEB before the establishment, it is possible to benefit from supports and grants. For example, the amount paid only during the establishment process can be refunded to a large extent. KOSGEB also offers grants of up to 50,000 TL to new entrepreneurs. There are also loan and training opportunities.
Company Formation Step 14: Cost
Company establishment can be realized at variable costs and stages depending on the professional support received in this process, the number of partners, the amount of capital and the characteristics of the company.
The main goal in this process should be to get the right service. Since there is a need for long-term support and consultancy not only during the establishment phase but also as long as you continue your commercial activities, it is one of the most important issues to agree with the right team and financial advisor.
Average Establishment Cost for 2023 with 1 Partner and Minimum Amounts
Joint Stock Company Establishment Cost 3,500 TL
Limited Company Establishment Cost 3.500 TL
***Cost increases in companies with foreign partners.
The expenses that await you after the company establishment stages are completed are listed below. The costs to be paid for these items may vary depending on your business type and volume.
- Withholding tax (quarterly)
- Insurance premium (Monthly) if there is an employee
- Value Added Tax (Monthly)
- Financial consultancy fee (Monthly)
- 4/B insurance premium for managers/directors (Monthly)
- Provisional Tax (quarterly)
- Corporate Tax (Annual)
- Book certification fees (Annual)
- Book closing certification fees (Annual)
- Professional chamber dues (Annual)Municipal Taxes
