How to Set Up a Joint Stock Company

SETTING UP AN ANONİM COMPANY

The Joint Stock Company is regulated by the provisions of Turkish Commercial Code no. 6102 between m.329-563.

Tcc. in accordance with provision m.329; A joint-stock company is a type of capital company whose capital is certain and divided into shares and is responsible only for company assets due to its debts. Shareholders, on the other hand, are responsible only for the shares of capital they have committed and against the company.

Joint Stock Company In General *To choose a trade title related to the subject of activity, the trade titles must be written as “Joint Stock Company” or “A.S.”. *Minimum Capital: The main capital amount for Joint Stock Companies is TL 50,000 and the registered capital amount is TL 100,000. It can be replaced by the decision of partners representing half of the principal capital in Joint Stock Companies. *Partner /Shareholder Count: A minimum of 1, up to 500 real or legal persons in Joint Stock Companies. The number of shareholders in public companies is unlimited. All or part of their partners may be foreign nationals. *Tahvil Çıkarma:Sadece anonim şirketler tahvil çıkarabilir. *Payment of Capital: The joint stock company pays the full amount of the claimed capital of a minimum of TL 50,000 within 24 months of registration. *Share Transfer: In joint-stock companies, the transfer of shares is written to the Board of Directors Decision Book and then written in the partners’ book. *Company Attorney: It is required by law to be a lawyer for Joint Stock Companies with a capital of over TL 250,000 and fines apply to companies that do not comply with this requirement. *Public Opening: Only Joint Stock Companies can be made public. *Liability: In joint-stock companies, shareholders other than partners who are members of the board of directors are not responsible for the company’s public debts. *Banks, leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holdings established in the form of joint stock companies, companies operating a currency buffet, companies engaged in public merchandising, agricultural products licensed warehousing companies, product residency exchange companies, independent audit companies, surveillance companies, technology development district executive companies, organizations and the main contract changes are joint stock companies subject to the permission of the Ministry of Customs and Trade.

Types of Joint Stock Companies

By Organization *Joint stock companies established by sudden organization *Joint stock companies established by the tedrici organization *Joint stock companies established through type change *Joint stock companies established through merger *Joint stock companies established by private laws

By Number of Partners

*Publicly closed joint stock compan
ies*Public joint stock companies*
Public joint stock companies established by private laws *Holdings*M
ultinational joint stock companies

Joint Stock Company Organization Form
:1. Sudden Establis
hment: In joint stock companies established according to the condition of sudden establishment, all company capital must be committed by the founding partners.

2. Tedrici Enterprise: In joint stock companies established on the condition of establishment, 1/4 of the capital 1/4 of the company is committed by the founding partners must be paid by the founding partners within three months from the date of establishment, and the remainder must be paid within three years and in equal installments.

Joint Stock Company Enterprise Transactions

1.Preparation of necessary information and documents: Some information and documents must be prepared by the company partners at the first stage before formal application for the Joint Stock Company organization:*
The title of the Company, address and capital of the company headquarters, *Lease agreement or deed of the location of the company
address*How many shares the company’s capital is divided into and the ratio of shares to capital *2 copies of the shareholders’
residence certificate*Notarized copies of the partners’ identification documents, 3 passport photos and capital shares*P
reparation of the company’s main/principal contract*
Notarized signature circuses of persons or persons authorized to represent the Company

2.Preparation of the Original Contract and Registration to mersis system: What should be found in the main contracts of joint-stock companies:*T
he trade title of the company and the address of the company h
eadquarters*The subject of the company’s activity *Company capital, share stake and value
of each share*Concessional shares, nama and bearer written shares, terms of transfer of shares *Share stakes committed by shareholders*Members of the B
oard of Directors, members of the board of directors authorized to represent the company and members of the board of direct
ors*Terms of the general assembly me
eting*How to make notices and advertisements*Th
e company’s fiscal year

3.Potential Tax Number: After the approval of the original contract in Mersis, the company will be charged a potential tax number from the Mersis system.

4.Bank Account Opening: Bank account is opened on behalf of the company with potential tax number and other company documents. The share of the Competition Authority is also paid from the bank account and the note is added to the registration application documents.

5.Registration and Registration to the Trade Register: After the company is registered in the trade register, it is officially established by gaining a legal entity. Documents required to be forwarded to the Trade Register for registr
ation:*Petition requesting registration of the company’s trade record *3 notarized copies of the original contract*Chamber of Comme
rce registration declaration*2 copies o
f the company director authorized to represent *Form containing identification information of the company’s founding shareholders *Registration declaration to the Chamber of Commerce*Re
ceipt indicating payment of establishment registration and announcement fees

6.Registration Certificate and Receipt of Legal Books: After registration in the company’s trade register, registration letter, registration certificate, activity certificate and certified legal books are handed over to the company authorities by the Trade Registry. Legal books that should keep joint stock companies; The Ledger is Kebir, General Journal, Inventory Book, Board Decision Book, Partners PayBook, Stamp Duty Book.

7.Registration to the Tax Office: The company registered in the Trade Registry must register with the tax office by contacting the tax office with the following documents.*The company repres
entative’s signature circuses *Lease or title deed belonging to the company headquarters*
Trade Sicli registration and registration verification*
Notarized surrogates of the identity documents of the founding partners *Tax Office Company Opening Notification For
m*Internet Tax Office Password Request Form*
E-notification form

8.Registration to the Chamber of Industry: Industrial companies must also register in the chamber of industry. Documents required to register in the Chamber of Indust
ry:*Chamber of Industry Applicatio
n Form*Trade Registry Newspaper Announcement *Notarized surrogates of the identity documents of the founding partners

9.Obtaining a License from the Municipality: The areas of activity of the companies may require a license to open a business from the mu
nicipality. Documents required to obtain workplace license from
the municipality:*Lease or title deed *Environmental and Cleaning Tax payment note *Trade Registrati
on*Tax plate*Tra
de Registry Newspaper Announcement

Taxes and Payments in The Joint
Stock CompanyAnnim taxes and fees paid by companies as standard (2020)

  • VAT – Value Added Tax: VAT amounts from sales of goods and services are paid on the 26th of the following month. In the months that are not sold, stamp duty is paid for 48 TL.
  • Withholding / Muhtasar Tax: Paid quarterly. Quarterly withholding and mistasar taxes are paid on the 26th of the following month.
  • Rent Withholding: 1/4 of the rent paid for the workplace is paid under the name of withholding tax.
  • Self-Employed Withholding: The company also pays 20% withholding tax on fees paid to consultants such as financial advisers and lawyers.
  • Staff Pay Withholding Tax: Companies employing insured employees are paid quarterly income taxes from paid salaries.
  • Provisional Tax: At the end of each quarter, the company pays 22% of its income in corporate tax. If the company doesn’t make a profit, it only pays stamp duty.
  • Corporate Tax: 20% of the company’s annual profit is paid on April 30, the following year. Temporary taxes paid during the year are deducted from the total tax. (18% in 2021.)
  • Personnel Insurance Premium: Premiums calculated on the salary paid by the company’s staff are paid to the SSI on the last day of the following month.
  • BAĞ-KUR Premium: The bonded premiums of the company’s partners are paid at the end of the following month.
  • Annual Book Opening and Closing Approvals: In December, the following year’s ledger opening approvals are made in the notary. Book closing approvals are also made in June of the following year.
  • Chamber of Commerce Dues: Paid in two equal installments in June and October each year.
  • Municipal Taxes: The company must pay an advertisement, advertising and environmental cleaning tax to the municipality to which it is affiliated.
  • Accounting Fee: The company pays the monthly consultancy fee at the end of each month.