Joint-Stock Companies Under the Turkish Commercial Code: Incorporation Procedures and Articles of Association Template
JOINT-STOCK COMPANIES UNDER THE TURKISH COMMERCIAL CODE
THE TURKISH COMMERCIAL CODE NO. 6102
A) Scope of Application of the Law
I - Commercial Provisions
ARTICLE 1-
The Turkish Commercial Code is an inseparable part of the Turkish Civil Code No. 4721 dated 22/11/2001. The provisions contained in this Code, along with special provisions written in other statutes regarding transactions and acts concerning a commercial enterprise, constitute commercial provisions.
In commercial matters where no specific commercial provision exists, the court shall adjudge based on commercial custom and usage, and in the absence thereof, according to general provisions.
III - Commercial Business
ARTICLE 3-
All matters regulated under this Code, as well as all transactions and acts concerning a commercial enterprise, are deemed commercial business.
3. Mediation as a Condition Precedent to Litigation
ARTICLE 5/A- (Annexed: 6/12/2018-7155/Art. 20)
Regarding commercial lawsuits specified in Article 4 of this Code and in other statutes, where the subject-matter consists of a certain amount of monetary claims, indemnities, annulment of objections, negative clearance (menfi tespit), and restitution (istirdat) actions, applying to a mediator prior to initiating a lawsuit is a condition precedent to litigation (dava şartı).
The mediator shall conclude the submitted application within six weeks from the exact date of assignment. This duration may be extended by the mediator for a maximum of two weeks under mandatory circumstances.
Provisions Regulating Commercial Companies Under Book Two, Part One ("General Provisions") of the Turkish Commercial Code:
General Provisions
A) Typologies
ARTICLE 124-
Commercial companies consist of ordinary partnerships (kollektif), limited partnerships (komandit), joint-stock companies (anonim), limited liability companies (limited), and cooperative companies (kooperatif).
Under this Code, ordinary partnerships (kollektif) and limited partnerships (komandit) are deemed partnerships of persons (şahıs şirketi); whereas joint-stock companies (anonim), limited liability companies (limited), and limited partnerships divided into shares (sermayesi paylara bölünmüş komandit) are deemed companies of capital (sermaye şirketi).
B) Legal Personality and Capacity
ARTICLE 125-
Commercial companies possess independent legal personality.
Commercial companies may enjoy all rights and assume obligations within the framework of Article 48 of the Turkish Civil Code. Statutory exceptions in this matter are reserved.
C) Applicable Statutory Provisions
ARTICLE 126-
Provided that provisions unique to each specific company typology remain reserved, the general provisions of the Turkish Civil Code concerning legal entities, and in matters where no provision exists in this Part, the provisions of the Turkish Obligations Code concerning ordinary partnerships (adi şirket) shall apply to commercial companies, strictly proportionate to the extent compatible with the nature of each company typology.
D) Obligation to Contribute Capital
I - Subject-Matter
ARTICLE 127-
Unless otherwise provided by law, the following assets may be contributed as capital to commercial companies:
a) Cash, receivables, valuable papers, and shares belonging to companies of capital,
b) Intellectual property rights,
c) Movables and all kinds of real property,
d) Usufructuary and utilization rights of movables and real property,
e) Personal labor,
f) Commercial reputation,
g) Commercial enterprises,
h) Transferable values utilized rightfully in digital environments, such as domains, electronic areas, names, and signs,
i) Mining licenses and other rights possessing economic value of a similar nature,
j) All kinds of values that can be transferred and assessed in cash.
The provisions of the second paragraph of Article 307, the first paragraph of Article 342, and the first paragraph of Article 581 of this Code remain reserved.
JOINT-STOCK COMPANIES (Art. 329 - Art. 358 TTK): Statutory Provisions
IV - Articles of Association
1. Substantive Content
ARTICLE 339-
It is a mandatory requirement that the Articles of Association (Esas Sözleşme) be drafted in writing and that the signatures of all founders be notarized, or that the Articles of Association be signed directly in the presence of the trade registry director or their deputy.
The following matters must explicitly be written into the Articles of Association:
a) The trade name and the specific locality of the headquarters of the company.
b) The corporate purpose and scope of the company, specified and defined in its essential points.
c) The nominal capital of the company, the nominal value of each share, and the forms and terms of their payment.
d) Whether the share certificates shall be registered (nama) or bearer (hamiline); privileges granted to specific share classes; transfer restrictions.
e) Non-cash capital contributions consisting of rights or assets in kind; their valuation; the number of shares to be issued in return; where the acquisition of an active enterprise or asset in kind is involved, their purchase price, the prices of assets or rights purchased by founders on behalf of the company for incorporation, and the total amount of fees, allowances, or rewards to be provided to those who rendered services during incorporation.
f) Advantages and financial benefits to be provided from company profits to founders, board members, or other persons.
g) The number of members of the Board of Directors and those vested with the authority to sign on behalf of the company.
h) The procedures for convening General Assemblies; voting rights.
ı) If the lifespan of the company is limited to a certain duration, this specific timeframe.
i) The methods through which corporate announcements of the company shall be executed.
j) The categories and exact amounts of capital shares subscribed by each shareholder.
k) The fiscal accounting period of the company.
The first members of the Board of Directors are appointed directly within the text of the Articles of Association.
XV - Registration and Announcement of the Company
ARTICLE 354-
The entirety of the Articles of Association shall be registered within the trade registry of the venue where the headquarters of the company is located and announced in the Turkish Trade Registry Gazette within thirty days following incorporation under paragraph 1 of Article 335 (or following the procurement of authorization for joint-stock companies whose incorporation is dependent upon the approval of the Ministry of Customs and Trade). To the registered and announced Articles of Association, the provisions of the first paragraph of Article 36 do not apply, except for the following elements:
a) The date of the Articles of Association.
b) The trade name and headquarters of the company.
c) The duration of the company, if applicable.
d) The nominal capital of the company, the forms and terms of its payment, the nominal value of shares, and privileges, if any.
e) The categories of share certificates, whether bearer or registered.
f) The representative mechanism of the company.
g) The names, surnames, titles, domiciles, and citizenships of the members of the board of directors and persons authorized to represent the company.
h) The form of corporate announcements to be executed by the company; if a provision exists in the Articles of Association, how board resolutions shall be communicated to shareholders.
Branches are registered within the trade registry of their specific locality by executing a reference to the main registry record of the headquarters.
(Amended: 26/6/2012-6335/Art. 14) The expert witness valuation report issued pursuant to Article 343 shall be deposited with the trade registry directorate.
XVI - Acquisition of Legal Personality
ARTICLE 355-
The company acquires independent legal personality upon its formal registration into the trade registry.
Those who execute transactions and enter into commitments on behalf of the company prior to registration are personally and jointly and severally liable (şahsen ve müteselsilen) for such transactions and commitments. However, if it has been explicitly declared that the transactions and commitments are executed on behalf of the company to be incorporated, and these commitments are formally ratified and accepted by the company within a three-month window following its trade registry registration, the company becomes solely liable.
If the incorporation commitments are not ratified by the company, incorporation expenditures shall be borne exclusively by the founders. Founders hold no right of recourse against the shareholders.
PROCEDURAL STEPS TO INCORPORATE A JOINT-STOCK COMPANY
Drafting the Articles of Association: A formal corporate contract is drafted.
Structuring Corporate Organs: The initial members of the board of directors and general assembly structures are defined within the contract.
Notarial Execution: Signature declarations and signature circulars (imza sirküleri) are formally processed and authenticated before a public notary or the trade registry director.
Trade Chamber Submission: The finalized Articles of Association are submitted to the competent Chamber of Commerce.
Clearing the Trade Name: A unique and compliant corporate trade name is designated and verified through the Chamber of Commerce records.
Capital Deposition (The $1/4$ Rule): The contract is vetted by the Chamber, and the founders are directed to open a corporate bank account. At least one-quarter ($25\%$) of the cash-subscribed capital must be deposited and blocked at the bank prior to registration.
MERSIS Registration: The data is entered into the Central Registry System (MERSIS), and a potential tax identification number is extracted.
Tax Office Notification: The establishment of the entity is formally declared to the relevant tax office.
Chamber Enrollment: The definitive enrollment into the corresponding Chamber of Industry and Commerce is finalized.
Two Core Statutory Organs in Joint-Stock Companies:
1. The General Assembly (Genel Kurul): Represents the totality of the shareholders and holds the statutory power to make structural decisions regarding the entity—such as electing or dismissing board members, voting for dissolution/liquidation, amending the Articles of Association, and appointing independent auditors.
2. The Board of Directors (Yönetim Kurulu): Executes the daily management and acts as the legal representative of the company before third parties. The Board can consist of a single individual. Board members are not required to be Turkish citizens or residents of Turkey.
Core Statutory Benchmarks under the TTK:
A joint-stock company can be incorporated by at least one or more founding natural persons or legal entities.
The entity must possess a valid, registered text of Articles of Association.
An A.Ş. can be established for any economic purpose or commercial activity that is not explicitly prohibited by statutes.
The transfer of shares does not require the prior authorization or approval of the General Assembly as a default rule.
The joint-stock company stands as the solitary corporate typology under Turkish law that can offer its shares to the public and be traded on the stock exchange (Borsa İstanbul).
Shareholders hold limited liability, meaning they are solely liable to the corporation up to the amount of the capital share they have subscribed to contribute.
The minimum statutory capital required to establish a standard non-public joint-stock company is 250,000 TL.
For non-public joint-stock companies that adopt the registered capital system (kayıtlı sermaye sistemi), the minimum initial capital threshold is 500,000 TL.
At least one-quarter ($25\%$) of the nominal capital must be paid prior to trade registry registration. The remaining three-quarters ($75\%$) must be paid within 2 years (24 months) following registration.
The remaining capital payment schedule can be dictated via Board of Directors resolutions or directly pre-scheduled within the text of the Articles of Association.
Shareholders may freely transfer their shares to third parties without procedural bottlenecks, subject to statutory restrictions.
POST-REGISTRATION INCORPORATION CHECKLIST:
[ ] Generation of official corporate signature circulars.
[ ] Activating online tax office credentials and submitting electronic notification (e-tebligat) applications (within 15 days).
[ ] Procuring and generating the official Tax Plate (Vergi Levhası).
[ ] Securing a Secure Financial Seal (Mali Mühür) for e-invoice and e-ledger integrations.
[ ] Submission of the Ultimate Beneficial Owner Information Form (Gerçek Faydalanıcı Bildirimi) (within 30 days).
[ ] Procuring a Registered Electronic Mail (KEP) address via the PTT gateway.
[ ] Executing Social Security Institution (SGK) workplace opening procedures and activating electronic notifications.
[ ] Executing the National Electronic Notification System (UETS) activation.
[ ] Executing the unblocking of the deposited $25\%$ capital from the bank via the submission of trade registry registration documents.
[ ] Tracking and completing the remaining $75\%$ capital balance within 24 months.
JOINT-STOCK COMPANY TEMPLATE ARTICLES OF ASSOCIATION
THE ARTICLES OF ASSOCIATION OF [INSERT CORPORATE NAME] ANONİM ŞİRKETİ
FOUNDERS
Article 1- A joint-stock company has been incorporated among the founding partners whose names, surnames, domiciles, and citizenships are detailed in the index below:
Row NoName and Surname of the FounderDomicile / AddressCitizenshipT.C. Identification No / Passport No12
(Provided that special statutory provisions remain reserved, the founders must consist of at least one or more natural persons or legal entities. For corporate founders, writing their full commercial trade names, registered headquarters, and trade registry numbers is mandatory under Art. 338 and 330 of the TTK).
THE TRADE NAME OF THE COMPANY
Article 2- The official trade name of the company is [•] Anonim Şirketi.
(It is a mandatory statutory requirement that the core operational purpose and scope of the enterprise be displayed within its commercial trade name under Art. 43 of the TTK).
PURPOSE AND CORPORATE SCOPE
Article 3- The primary corporate purpose and business scope of the company are as follows:
a. [Insert operational clause]
b. [Insert operational clause]
(The essential points of the company's business operations must be explicitly structured and defined. Joint-stock companies can legally be incorporated for any economic purpose or sector that is not explicitly barred by law under Art. 339 and 331 of the TTK).
HEADQUARTERS AND BRANCHES
Article 4- The registered headquarters of the company is located in [Insert City/Province]. Its explicit address is [Insert Full Physical Address]. In the event of a change of address, the new physical address must be registered into the trade registry and announced in the Turkish Trade Registry Gazette. Any formal notice served upon the registered and announced address shall be legally deemed served upon the company. If the company leaves its registered and announced address without executing a new address registration within the statutory timeframe, this scenario shall constitute a definitive ground for judicial dissolution (fesih sebebi) of the company.
DURATION OF THE COMPANY
Article 5- The operational lifespan of the company is [•] years from its formal registration. This duration can be extended or shortened by executing an amendment to the Articles of Association. (If the company is established for an open-ended timeframe, the word "Indefinite" [Süresiz] must be explicitly written under Art. 339 of the TTK).
CAPITAL AND SHARE STRUCTURE
Article 6- The nominal capital of the company is [•] Turkish Liras. This capital is divided into [•] shares, each possessing a nominal value of [•] Turkish Liras.
In return for [•] shares, [•] Turkish Liras has been subscribed by [Name of Shareholder],
In return for [•] shares, [•] Turkish Liras has been subscribed by [Name of Shareholder],
In return for [•] shares, [•] Turkish Liras has been subscribed by [Name of Shareholder].
The totality of the capital has been fully subscribed by the founders. One-quarter ($25\%$) of the nominal value of the shares subscribed in cash has been paid and blocked at the bank prior to the formal registration of the company. The remaining three-quarters ($75\%$) balance shall be paid within twenty-four (24) months following the trade registry registration, in accordance with the schedules and resolutions to be enacted by the Board of Directors.
The share certificates are [Registered (Nama) / Bearer (Hamiline)]. Share certificates can be printed in denominations (küpür). No bearer share certificates can be legally printed or issued unless the entirety of the nominal capital value has been completely paid up into the corporate accounts under Articles 332 and 476 of the TTK.
THE BOARD OF DIRECTORS AND TERM OF OFFICE
Article 7- The operations and management of the company shall be executed by a Board of Directors consisting of [•] members to be elected by the General Assembly within the framework of the provisions of the Turkish Commercial Code.
The following individuals are hereby appointed as the Initial Members of the Board of Directors:
[Insert Name / Surname / ID Data]
[Insert Name / Surname / ID Data]
Members of the Board of Directors can be elected for a maximum term of 3 years. The initial members of the board are appointed for a term of [•] years. Members whose terms of office expire can be re-elected. (The Board must consist of at least one individual. Board members are not required to be shareholders. Legal entities can be elected to the Board. A provision stating that expiring members cannot be re-elected can be annexed under Art. 359 and 362 of the TTK).
REPRESENTATION OF THE COMPANY AND STRUCTURAL ALLOCATION OF DUTIES
Article 8- The management and external representation of the company belong exclusively to the Board of Directors. For any commercial document, contract, or instrument issued by the company to be legally binding and valid, it must be executed under the official trade name of the company and must bear the signature(s) of [•] person(s) who are vested with the absolute authority to bind (ilzam) the company.
(The Articles of Association can pre-determine that the Chairman and/or Vice Chairman of the Board be elected directly by the General Assembly. Under a provision in the Articles, the Board can be authorized to delegate its management powers, in whole or in part, to one or several board members or third-party managers via an Internal Directive [İç Yönerge] under Art. 367 of the TTK).
THE GENERAL ASSEMBLY
Article 9- General Assemblies shall convene for Ordinary or Extraordinary meetings. The Ordinary General Assembly shall convene at least once a year within 3 months following the conclusion of the corporate fiscal year. Extraordinary General Assemblies shall convene at such locations and times as the business requirements of the company demand.
At General Assembly meetings, the voting power of each shareholder is computed by indexing the total nominal value of their shares against the total nominal capital of the company. A shareholder can personally attend the sessions or send a proxy who may or may not be a shareholder.
During General Assembly sessions, the matters written in Article 409 of the Turkish Commercial Code are debated, and matching resolutions are enacted. Meeting and decision quorums are strictly subject to the provisions of the Turkish Commercial Code.
The General Assembly shall convene at the registered headquarters address of the company or at a suitable location within the city where the management headquarters is located.
(The Articles of Association cannot strip a shareholder of their right to appoint a non-shareholder proxy. Every shareholder must hold at least one vote. For General Assemblies to convene in a city or location different from the registered headquarters, that specific alternative location must be explicitly pre-written into the Articles under Articles 425, 434/2, and 409 of the TTK).
CORPORATE ANNOUNCEMENTS
Article 10- Corporate announcements concerning the company—provided that the provisions of paragraph 4 of Article 35 of the Turkish Commercial Code remain reserved—shall be executed at least fifteen (15) days prior via a newspaper circulating in the locality where the headquarters of the company is located. If no newspaper is actively published in that specific locality, the announcement shall be executed via a newspaper circulating in the nearest location.
Announcements dedicated to convening a General Assembly meeting must be processed at least two weeks prior, excluding the announcement date and the meeting date, pursuant to Article 414 of the Turkish Commercial Code.
(Provided that the mandatory provisions of the Code remain reserved, the forms and terms of corporate announcements can be freely structured via the Articles of Association).
FISCAL ACCOUNTING PERIOD
Article 11- The corporate fiscal year of the company commences on the first day of January and concludes on the last day of December. However, the initial primary fiscal year commences on the exact date the company is definitively incorporated and concludes on the last day of December of that same calendar year.
DETERMINATION AND DISTRIBUTION OF PROFITS
Article 12- The net period profit of the company consists of the balance remaining after deducting all corporate expenditures, operational costs, and depreciations. From the net period profit, a general statutory legal reserve (genel kanuni yedek akçe) of 5% shall be set aside annually; from the remaining balance, 5% shall be distributed to shareholders as a primary dividend (kar payı). Dividends are computed in direct proportion to the actual paid-up capital shares processed by each shareholder into the company.
The remaining portion of the net period profit shall be utilized or distributed in accordance with the resolutions to be enacted by the General Assembly. After a 5% dividend is paid out to shareholders, 10% of the total amount to be distributed to persons who hold a right to share in the profit shall be added to the general statutory legal reserves.
(The Articles can pre-schedule a higher reserve rate exceeding 5% or exceeding 20% of the paid-up capital. A dividend rate higher than 5% can be pre-scheduled. Customized calculation matrices or voluntary reserves can be structured via the Articles under Articles 521, 511, and 508/1 of the TTK).
LEGAL RESERVES
Article 13- Regarding the legal reserves set aside by the company, the provisions of Articles 519 to 523 of the Turkish Commercial Code shall apply.
STATUTORY PROVISIONS
Article 14- Regarding any corporate matter or dispute that is not explicitly addressed within the text of these Articles of Association, the provisions of the Turkish Commercial Code shall apply by operation of law.
FOUNDERS
Name and Surname of the FounderGraphic Signature Signature Block[Insert Name 1]___________________________[Insert Name 2]___________________________
REFERENCES:
6102 Sayılı Türk Ticaret Kanunu Mevzuatı (Turkish Commercial Code Legislation)
Union of Chambers and Commodity Exchanges of Turkey (TOBB) / MERSIS Documentation
Union of Certified Public Accountants of Turkey (TÜRMOB) Corporate Integration Standards