Establishing a Joint Stock Company: Step by Step...

🔹 Introduction

In Türkiye, joint-stock companies, one of the most established and corporate structures of capital companies, are the cornerstone of large-scale investments, corporate governance, and initial public offerings. They are an ideal structure, especially for entrepreneurs who want to limit risks, attract investors, and focus on long-term projects. This article explains the process of establishing a joint-stock company, the necessary documents, and points to consider in clear and simple language.

---

1. What is a Joint Stock Company?

According to Article 329 of the Turkish Commercial Code (TTK), a joint-stock company is a capital company with a fixed capital divided into shares; the liability of its shareholders is limited only to the capital they have undertaken. In this legal entity, shareholders are not held personally liable for the company's debts.

---

2. Basic Characteristics of a Joint Stock Company

• It acquires legal personality.
• It can be established with at least one natural or legal person.
• The minimum capital requirement is 250,000 TL.
• Shares can be issued.
• It can be open to the public or private.
• Partners are liable to the company only up to the amount of capital they have committed.

---

3. Types of Establishment: Immediate and Gradual

Immediate incorporation, where all capital is committed at the time of incorporation, is the most preferred method today.
Gradual incorporationinvolves raising capital over time and is generally seen in companies that go public.

---

4. Documents to be Prepared by the Founders

• Articles of Association
• Founders' Statement
• Bank statement showing that the committed capital has been deposited
• Signature declaration (for board members)
• Photocopies of the founders' identification documents
• Commercial registry application form

---

5. Preparation of the Articles of Association

According to Article 339 of the Turkish Commercial Code, the articles of association are drawn up in the presence of a notary public and include the following elements:

• Company name
• Central
• Subject of activity
• Amount of capital
• Type and transfer of shares
• Board of Directors and General Assembly Structure
• Profit and loss sharing
• The company's term

The articles of association must contain all required elements; otherwise, the registration process may be rejected.

---

6. Application and Registration with the Commercial Registry

After the articles of association and necessary documents are prepared, to the Trade Registry Directorate . Upon completion of the registration process, the company acquires legal personality.

---

7. Tax Office and Social Security Institution Transactions

Following registration;

• An application is made to the tax office and a tax registration certificate is obtained.
• The Social Security Institution (SGK) procedures are completed and the workplace declaration is submitted.
• The necessary ledgers (journal ledger, inventory ledger, etc.) are notarized.

---

8. Notifications to Relevant Institutions

• Chamber of Commerce registration is completed.
• An application for a business license is submitted to the municipality
• the MERSİS system .
• to the Central Registry Institution (MKK) (for publicly traded companies).

---

9. Board of Directors and Representation Authority

According to Article 365 and subsequent articles of the Turkish Commercial Code, the board of directors:

• There can be at least one person (natural or legal person).
• He/She has the authority to represent and bind the company.
• The term of office can be a maximum of 3 years.
• Their duties and powers may be limited by contract.

---

10. Share Ownership and Share Transfer

• Shares bearer shares or shares .
• The transfer of registered shares is done through a notarized transfer agreement and must be approved by the board of directors.
• Bearer shares, on the other hand, after being reported to the Central Securities Depository (MKK) .

---

11. Points to Consider When Establishing a Joint Stock Company

• The articles of association must be carefully drafted.
• Capital must be invested in cash; if in-kind capital is involved, an appraisal report must be obtained.
• The board of directors' authority to represent the board must be clearly defined.
• Bookkeeping and declaration obligations must be fulfilled within the specified time frame.
• All transactions need to be integrated with the MERSİS and trade registry systems.

---

12. Common Mistakes and Risks

• No notification was made even though the number of partners was reduced to 1
• Transactions are processed without updating the signature circular
• Defining the missing area of ​​activity in the articles of association
• Failure to report the share transfer to the Central Securities Depository system
• A problem of representation arises if the board of directors fails to make a decision

---

13. Conclusion

Establishing a limited liability company (JIT) is both a safe and sustainable long-term solution for investors seeking a strong organizational structure. However, the establishment process requires numerous formalities, documents, and legal regulations. Therefore, proceeding with accurate information at every step, seeking support from relevant experts, and ensuring compliance with regulations are vital for the company's future.