Company Types

Common types of companies, Audit in companies, Transfer of Shares and Liquidation

Turkey's Foreign Direct Investment Law is based on the principle of equal treatment and allows international investors to have the same rights and obligations as local investors.

 

The terms of incorporation and share transfer are the same as those applied to local investors. Accordingly, foreign investors can establish all types of companies specified in the Turkish Commercial Code. Turkish Commercial Code; It offers a corporate governance approach that meets international standards, encourages private equity and public offering activities, provides transparency in management transactions, and aligns Turkey's business environment with European Union legislation and the European Union accession process.

 

With the reform to improve the investment environment, Turkey has taken the ease of doing business as a basis, thus eliminating the bureaucracy in company establishments and minimizing costs and procedures. In this direction, company establishments are now carried out only in Trade Registry Offices operating in Chambers of Commerce and can be completed within 1-3 working days.

 

 

Within the scope of the Turkish Commercial Code, the following types of corporate and non-corporate companies can be established:

 

• Joint Stock Company (A.Ş.)

• Limited Liability Company (Ltd. Sti.)

 

Although some financial thresholds (eg minimum capital) and bodies are different, the procedure for establishing a joint stock company or limited liability company is the same.

 

• General Partnership

• Sole proprietorship

 

Although businesses are established in different types, joint stock companies and limited companies are the most preferred types both in the global economy and in Turkey.

 

 

 

Capital companies operating in certain fields in Turkey and certain criteria in terms of "total assets", "annual net sales revenue" and "number of employees"

Capital companies that meet threshold values in at least two of them are subject to independent auditing. Financial statements and board of directors activity reports of these companies

It is audited by independent auditors in accordance with international auditing standards.

 

In addition, the Ministry of Commerce has the authority to supervise the transactions of all commercial companies within the scope of the Turkish Commercial Code. again specific

Companies that carry out their fields of activity (eg banks, insurance companies, etc.) can also be issued by the relevant public institutions and organizations in accordance with the special laws to which they are subject.

can be audited. In summary, public audit of commercial companies in Turkey is also carried out by public institutions and organizations.

 

However, in order to clarify certain events, shareholders are entitled to request the appointment of an auditor from the general assembly. Share

The request of the owner to appoint a special auditor is approved by the majority decision of the general assembly.

 

If the request is rejected at the general assembly, the shareholders constituting at least one tenth of the capital (one twentieth in publicly held partnerships) will be sent to the court within three months.

may request the appointment of an auditor.

 

 

Foreign investors can also invest by acquiring a share in a company established in Turkey, instead of establishing a company directly. Likewise, the shares they have taken over

It is also possible for them to leave the company partnership by transferring them to others.

 

Share certificates, both registered and bearer, can be printed in joint stock companies. Transfer of bearer share certificates

being carried out. The transfer of registered share certificates is carried out by endorsement and transfer to possession. Shares in joint stock companies, except in exceptional cases

It is not possible to limit the turnover. At the same time, the transfer of shares in joint stock companies is not subject to registration and announcement.

 

Share transfer in limited companies includes the processes required by law.

These;

 

 

         Signing the share transfer agreement between the parties and notarizing it,

         Unless otherwise stipulated in the articles of association, the general assembly of the company approves the share transfer,

         The registration and announcement of the share transfer with the share transfer agreement and the decision of the general assembly approving the transfer

 

 

is in the form.

 

 

 

The company is dissolved in line with the realization of any of the reasons for dissolution stipulated in the law or the decision to be taken by the company's partners. Discontinued company, liquidation

enters the process. The fact that the company has ended and entered the liquidation process is registered and announced to the relevant trade registry directorate.

 

The company in liquidation maintains its legal personality until the end of the liquidation, including its relations with the shareholders, and uses its trade name with the phrase "in liquidation" added.

 

The purpose of the liquidation is to sell the company's assets and turn them into money, collect their receivables, pay their debts, and complete their unfinished business.

 

The procedures to be carried out during the liquidation process are carried out by the liquidation officers. At least one of the liquidators