Registration of a JSC in Istanbul with the Opening of a Bank Account

If you want to open a company in the territory of the Republic of Turkey, pay attention to one of the largest port cities, Istanbul (the largest city in Turkey with a population of over 15 million). Registration of a Joint-Stock Company with the support of the specialists of our international portal and Turkish partners is a real opportunity to invest your funds, multiply them, and receive passive income throughout life.

Why Register a JSC in Istanbul?

This city can rightly be called a major business center washed by the waters of five seas where the trade routes between Europe and Asia intersect to create a bustling business community. This is a place where you can meet the diversity of cultures of different peoples of the world and build an international or local business, including in the tourist and restaurant industries.

The huge metropolis attracts not only those who enjoy pleasant rest but also foreign investors who are ready to develop their business and earn large amounts of money. 

You can also buy real estate in Turkey, which gives you a chance to obtain citizenship by investments and remain a citizen of your homeland. In this case, you will not need a residence permit, a business visa, or other documents, and a villa in Antalya or one of the beautiful apartments in the Sunis Blue Residence complex will give you an opportunity to move to a warm place with the whole family, open a tourist business and receive income by renting out accommodation.

Considering JSC registration in Istanbul, we can distinguish several advantages of this city:

1. There are three main sources of profit in Istanbul – tourism, industry, and international trade. Even despite high competition in these areas, they always demonstrate a high demand – especially in 2022 when some logistics channels (with Russia) may be broken and there is a good chance to become one of the leaders in export/import.
2. If we consider all the production areas of Istanbul, the most promising industries for the registration of companies by foreign founders are the production of building materials, petroleum products, leather goods, and alcoholic beverages. With competent marketing, you can develop one of these niches with maximum benefit for yourself and your companions.

You should also know that there are a lot of summits, international festivals, and congresses of business people, youth, politicians, and businessmen organized in Istanbul on an annual basis. 

Advantages of Turkish Corporate Law for Foreign Investors

Company registration in Turkey pays off very quickly due to the beneficial geographical location of the jurisdiction and a large customer base. Here are some undeniable advantages for entrepreneurs wishing to register a Joint-Stock Company in the country:

1. A simplified system for issuing permits, licenses, and certificates to start a foreign/local company in Istanbul
2. The stability of the country’s economy, which minimizes the risks of inflation and a sharp crisis that may happen in other countries
3. The rights of foreign investors to conduct business activities in Turkey are equal to those provided to the local population: foreigners can freely take advantage of benefits, subsidies, and lending opportunities
4. There are no restrictions on the import and export of capital from investments in Turkey and abroad
5. The Turkish state concluded agreements with many countries to avoid double taxation, which provides a number of advantages in reducing the tax burden
6. There are several free economic zones in the country, including in Istanbul. In these areas, JSCs are registered according to the accelerated scheme, and the reduction of the tax rate or full exemption from it are provided for certain types of entrepreneurial activity
7. Every year, the government strives to attract foreign investors by developing new programs and providing support to small/medium-sized businesses

Reference: in April 2022, the number of companies in Turkey with foreign capital increased by 113% as compared to March 2022. The Joint-Stock Companies were opened in 32 Turkish cities, and Istanbul ranks first among them.

Joint-Stock Company in Istanbul

There are two legal forms of limited liability corporations in Turkey:

1. Joint-Stock Company (“anonim şirket” or abbreviated as “A.Ş.”)
2. Limited Liability Company (“limited şirket”/”LLC”)

Both forms are regulated by the Commercial Code of the Republic of Turkey (CCT).

Law on Direct Investment No.4875 of 05.06.2003 provides for equality between foreign and local investors who have the same rights and benefits, except in cases stipulated by international treaty agreements (sanctions, blacklist, etc.).

Any foreign person (individual, legal entity) can register a company in the form of JSC in Antalya, Istanbul, and other cities in accordance with the Turkish tax and regional legislation.

Joint-Stock Companies in Turkey – General Information

If you choose between LLC and JSC, take into account the scope of your business and the amount of start-up capital. In case of LLC registration, 10,000 Turkish Liras is sufficient to open a company. Also, several types of corporate structures are available in Turkey for doing business at the local and international levels, which in some cases are quite suitable for small forms of entrepreneurial activity.

If you are planning to conduct an international business or master one of the most promising niches (tourism, real estate services, investment funds, oil products, automotive industry, production facilities), it is better to register a JSC where the rights and obligations are distributed between investors depending on the amount invested by each of them.

1. The authorized capital and company shareholders in Istanbul

Requirements for JSC: at least 1 shareholder and the amount of the authorized capital of at least 50,000 TL. Money can be deposited in any currency, but it will be calculated at the current exchange rate of the Central Bank with the conversion into Turkish Liras. In case of inflation and currency collapse, shareholders will have to compensate for the difference in the authorized capital in accordance with the company’s Articles of Association and rules.

2. Documents for JSC after registration in Istanbul

The Turkish Government does not establish a fixed term for JSC existence in the territory of the state, so you can register it for an indefinite period. The company’s Articles of Association are the only document regulating the actions of the JSC disclosed to the public in view of the registration of the JSC founders in the Chamber of Commerce of the Republic. Anything outside the scope of the Articles of Association is regulated by the Turkish Commercial Code. 

3. Requirements for shareholders and quorum

A majority block of shares (50%) is sufficient for the JSC management. The CCT contains a limited number of cases where a decision can be made by a non-standard majority of shares. In the Commercial Code of the country, voting and quorum requirements are divided into four variations:

• increase in the share capital at the time of office liquidation or making up for the balance shortfall – the issues are considered exclusively by a majority of votes without taking into account the opinion of the board of directors in strict compliance with quorum requirements
• amending the Articles of Association while creating preferred shares or restrictions on the purpose of nominative shares – the decision is made by shareholders who own ¾ of the capital. The quorum requirements shall apply at each repeated meeting of shareholders
• other amendments to the Articles of Association are adopted by a meeting of shareholders/authorized persons that own the total amount of capital which equals to at least 50%
• if ¼ part of the company’s authorized capital is represented at the meeting of shareholders, decisions are made on issues not related to making adjustments to the JSC Articles of Association – financial statements or dividends

The quorum requirements are not re-applied if it was not possible to comply with the established rules in the first case, and the decision is made by a majority of shares.

4. Corporate management of the Joint-Stock Company in Turkey (Istanbul)

The JSC Board of Directors in Istanbul is appointed by the General Meeting of Shareholders. When you select the management team, we recommend appointing at least one local director as it will significantly simplify routine things to be done in the country where you conduct business. Other participants can be individuals/legal entities, shareholders or foreign citizens. The minimum number of directors is 1 person, and the quorum requirement is reduced to a meeting of at least half of the managing directors.

5. Rights of JSC shareholders in Istanbul

The Commercial Code of Turkey stipulates a number of rights granted to shareholders, which may be exercised personally or by proxy:

• participation in meetings
• voting with the right of one vote per share or without it, which will be governed by the company’s Articles of Association
• participation in the formation and approval of annual reports
• clarification on the company’s accounts and transactions
• initiation of criminal cases and filing a lawsuit against the general meeting
• the right to dividends
• receipt of a proportional share of profits from the enterprise liquidation
• pre-emptive right to new shares in case of capital increase

Holders of 10% or more of the shares in Istanbul JSC may demand the termination of the company’s activities, file a special audit claim, insist on the convening of an extraordinary meeting, and dismiss the auditor on legal grounds.

6. Responsibilities of JSC shareholders in Turkey

Observance of confidentiality and trade secrets, timely payment of the outstanding share in the part of the authorized capital that they own. In case of breach of obligations, the board of directors has the right to revoke the shareholder’s rights to the shares and demand compensation for losses.

How a Foreigner Can Open a Company in Istanbul

Here are some recommendations to follow if you want to register a legal entity in Turkey without problems:

• it is better to hire a trusted accountant to implement the business project and manage the company’s document flow according to Turkish rules
• when you choose an office for rent, you need to take into account possible restrictions on particular types of activities for certain buildings and regions
• registration of the legal entity, address, and telephone number of the office, as well as the formation of the company’s Articles of Association – all these details can be entrusted to our partners in Turkey who will take care of everything for you on a high professional level and notarize the documents in Turkey
• a mandatory condition for the registration of JSC, LLC or another legal company form is the payment of a contribution to the antimonopoly authority at a rate of 0.04% of the capital amount
• further actions are reduced to obtaining documents from tax authorities, pension/insurance and social fund, as well as registration of a JSC in the Chamber of Commerce
• the company manager or director should also certify his signature with a notary in the country of JSC incorporation

At this point, the company’s registration in Istanbul can be considered complete. However, not everything happens as easily and quickly as it looks on paper. In fact, you will have to repeatedly visit the republic, make appointments in several authorized bodies, and pay for each individual service (an interpreter, a notary, issuing of certificates, receiving notifications, to name just a few). The bureaucratic problems of this type compel foreign investors to turn to competent organizations and consulting agencies.

Registration of a JSC in Istanbul Remotely

Our Turkish partners know everything about company registration in Turkey by foreign founders – from legal technicalities to the drafting of the Articles of Association and registration of the Joint-Stock Company, or LLC formation in Istanbul. The registration procedure with the support of our portal will take no more than 14 days, and if you open a JSC office in Antalya – 5-7 days.

The general procedure for JSC registration in Istanbul is described above. However, please take into account a number of obstacles that may arise during the execution of documents:

• the company’s office in Turkey and its registered office is one of the main requirements
• all legal aspects of the procedure and the new rules of jurisdiction should be known to you
• non-professional accounting and violation of reporting rules under Turkish laws may lead to a conflict with local authorities
• the company’s Articles of Association and business licensing must be executed strictly according to the norms
• mind the certification and many other technicalities of the legal entity formation process in the territory of the Turkish Republic

In addition to the services included in the package that costs 11000 USD, you can take advantage of additional features:

• buy a ready-made business in Istanbul and any other city in Turkey
• open a corporate and personal bank account with the country’s financial institutions or choose an offshore bank to diversify assets
• get a loan from a bank in Turkey to start a business project
• take consultation on marketing, accounting, tax law, and customs duties
• issue a residence permit and Turkish passport for investments, and much more

Documents Required to Register a JSC in Istanbul

To register a company in Istanbul with the support of our specialists, you will need to prepare a package of documents that includes:

• passport of each company shareholder and director
• application for JSC registration in the Turkish Chamber
• the board of directors and the company’s Articles of Association
• certificate confirming the organization’s activities
• if the documents are to be submitted by a proxy in Turkey, a power of attorney from the company management will be required to transfer the authority and the right to sign certain documents by our representative
• if you are a legal entity wishing to register a JSC in Istanbul, you will need to provide a legal entity’s document from the country it is incorporated.

The term of JSC registration in Istanbul using our international portal can take from 7 to 14 days, which depends on the type of the company’s activity and additional services (searching, renting, or buying an office and obtaining licenses for certain types of activities).

Our Services

What is included in the list of services specified in the starting amount of 11000 USD as part of company registration services in Istanbul:

• contribution of 0.04% from the minimum amount of the authorized capital
• opening a corporate bank account
• receipt of company documents in all Turkish authorized bodies – certificate, log, corporate book on the accounting of shares, minutes, tax number, certificate of JSC registration in Istanbul

If you need an office, accountant, nominee director, real estate or residence permit and advice on customs issues, we are ready to open a business in Turkey on a turnkey basis and provide any services upon the client’s discretion at an additional fee.

How to Open a JSC in Istanbul Safely on a Remote Basis

If you decide to register a Joint-Stock Company in Istanbul, you can contact our professional managers who will advise you on further actions and provide a list of documents required from the applicant. The procedure of cooperation with us and our Turkish partners:

• you write to us by mail and give us all the details on the services, the type of activity, and state your needs
• we will prepare a cooperation agreement which is signed by both parties remotely
• according to the established list of services, an invoice is issued for payment, 50% of which is paid in advance in any way convenient for you – bitcoin, cryptocurrency, or a settlement account in any foreign currency at the rate effective on the payment day
• our Turkish partners start preparing documents for the JSC registration in Istanbul
• to obtain a business registration certificate in Turkey, the management team should come to the Republic for a final signature (the period of stay in the jurisdiction is from 3 to 5 days)
• the remaining amount under the contract as part of the services rendered is transferred to our representative or deposited into the account after JSC registration in Istanbul