ESTABLISHMENT OF CORPORATION

INTRODUCTION TO BUSINESS

ASSIST.NIL KULA DEGIRMENCI

WHAT

IS CORPORATION?

ASSIST.NIL KULA DEGIRMENCI

WHAT IS CORPORATION?

A corporation is a legal entity that is created under the laws of a state designed to establish the entity as a separate legal entity having its own privileges and liabilities distinct from those of its members.

ASSIST.NIL KULA DEGIRMENCI

WHAT IS CORPORATION?
Corporations are usually registered with the state, province, or national government and regulated by the laws enacted by that government. As it gains the company its legal entity, registration is the main prerequisite to the corporation's assumption of limited liability. As the commercial corporations have legal entity, the demanders are required to apply to this legal entity before applying to each partner for their claim. The law sometimes requires the corporation to designate its principal address, as well as a registered agent (a person or company designated to receive legal service of process). It may also be required to designate an agent or other legal representative of the corporation. (Such as manager, branch etc.)

ASSIST.NIL KULA DEGIRMENCI

WHAT IS CORPORATION?
According to 6102 numbered Turkish Commercial Code (TCC) article 16; All the commercial corporations arranged in this code are regarded as Merchants. Than we could say; besides the special articles arranged for each kind of the corporation, which we will examine in this course, the articles that refer to Merchants could also be applied to corporations. Therefore lets examine the general provisions for merchants;

ASSIST.NIL KULA DEGIRMENCI

WHAT

IS MERCHANT?

ASSIST.NIL KULA DEGIRMENCI

WHAT IS MERCHANT?

According to article 12 of TCC A merchant is a businessperson who operates an enterprise partially or totally on behalf of his/herself. According to article 18 each merchant is subject to bankruptcy. According to article 19 all the depts of the merchants are regarded as commercial. According to article 20 and 21 merchants have right to claim for its payment and demand an arrangement of invoice. According to article 39 all merchants should use a Tradename.
According to article 42; At least one of the partners name and surname should be included in the tradename of the Collective and Commandite companies. According to article 43; Cooperatives, Limited companies and Joint Stock Companies are free to choose their own tradename.

ASSIST.NIL KULA DEGIRMENCI

WHAT IS THE CLASSIFICATION OF CORPORATES?

ASSIST.NIL KULA DEGIRMENCI

CLASSIFICATION OF CORPORATES

There are four kinds of commercial corporates arranged in Turkish Commercial Code (counted in article 124) and all of them has legal entity (according to article 125 when did they gain it?);
Joint Stock Company (Anonim irket) Limited Company (Limited irket) Commandit (Komandit irket) Collective (Kollektif irket)

There is also cooperative regarded as corporations however they are not arranged in TCC therefore we will examine their differancies later. Lets examine them one by one shortly and their establishment procedures.

ASSIST.NIL KULA DEGIRMENCI

CLASSIFICATION OF CORPORATES

According to article 124/2 commercial corporates are divided into two categories;

Partnership companies; The demanders should firstly apply to the legal entity of the company however if it is ineffective than could apply to the personal asset of the partners of the company for companys depts. Capital companies; The demanders should first apply to the legal entity of the company and even if it is ineffective, in case when the partners have paid their declared amount of capital to the company, the demanders could not apply to the personal asset of the partners of the company for companys depts.
Joint Stock Company Limited Company Collective Company Commandit Company

ASSIST.NIL KULA DEGIRMENCI

1- Collective Company (TCC Art. 211- Art. 303)

According to article 211- A collective company is a company aimed to operate a commercial enterprise under a trade name and which is established between real persons whose responsibilities havent been limited against the company demanders. The Collective Company Agreement should be writtenly made and notarized. (Art. 212) The establishment of the collective company should be informed with the submission of its collective company agreement (Articles of Association) in 15 days -from its notarized date- to the Trade Registry where the main office of the company resides. (Art. 215)
ASSIST.NIL KULA DEGIRMENCI

1-Collective Company Agreement (TCC Art. 211- Art. 303)

According to article 213 the Articles of Association should contain the below mentioned norms;
Names and surnames of the partners and their residency and nationality That the company is collective The tradename and main office of the company The business subject of the enterprise The capital amount that each partner has declared (the capital might be other than money, ex. Personal effort) Names and surnames of the people who are authorised to represent the company
ASSIST.NIL KULA DEGIRMENCI

2- Commandit Company (TCC Art. 304 - Art. 328)

According to article 304- A commandit company is a company aimed to operate a commercial enterprise under a trade name and which is established between real persons (COMMANDITE PARTNERS) whose responsibilities havent been limited and the legal entities (COMMANDITER PARTNERS) whose responsibilities have been limited with their claimed capital against the company demanders. According to article 305; articles 212 and 215 would also be applied to those companies. Than;
The collective company agreement should be writtenly made and notarized. (Art. 212) The establishment of the collective company should be informed with the submission of its collective company agreement in 15 days -from its notarized date- to the Trade Registry where the main office of the company resides. (Art. 215)
ASSIST.NIL KULA DEGIRMENCI

2- Commandit Company Agreement (TCC Art. 304 - Art. 328)

According to article 307/3 the Articles of Association should contain the below mentioned norms;
Names and surnames of the partners and their residency and nationality That the company is collective The tradename and main office of the company The business subject of the enterprise The capital amount that each partner has declared (the capital might be other than money, ex. Personal effort) The capital amount that each commanditer has declared (the commanditer can only declare the capital in money (not his Personal effort) why do you think? Names and surnames of the people who are authorised to represent the company
ASSIST.NIL KULA DEGIRMENCI

3- Joint Stock Company (TCC Art. 329 - Art. 573)

According to article 329- A joint stock company is a company which has a determined and shared capital (minimum 50,000.00 TL) and is established between real persons or legal entities (in the previous TCC the required number of partners was 5, however in the new TCC with its 338. article even 1 partner could establish it) whose responsibilities have been limited with their claimed capital and the company is resposible only with its asset against the company demanders. They could be established for all kinds of economic purposes which are not prohibited by laws. (Art. 331) The Joint Stock Agreement should be writtenly made and notarized. (Art. 339) The establishment of the joint stock company should be informed with the submission of its joint stock company agreement in 30 days -from its notarized date / if there is a requirement of permission from the Ministry of Industry and Trade from the permission date- to the Trade Registry where the main office of the company resides and the establishment should be announced in Trade Registry Gazette. (Art. 354)
ASSIST.NIL KULA DEGIRMENCI

3- Joint Stock Company (TCC Art. 329 - Art. 573)

The companies which their establishment depends on the permission of the Ministry of Industry and Trade;
Banking Special Finance Instutitions Insurance Finance Leasing Factoring Holding Exchange Office Public Warehouse
ASSIST.NIL KULA DEGIRMENCI

3- Joint Stock Company Agreement (TCC Art. 329 - Art. 573)

According to article 339 the Articles of Association should contain the below mentioned norms;
The tradename and place of main office of the Company The business subject of the company The capital of the company and the value of each share and the payment of those shares To the name and bearer shares of deeds. If there the capital will consist shares other than money, their value and the amount of shares that will be equal to them. Benefits which will be recognized to the builders and the members of board of directors The numbers of the members of board of directors and the identitiy of the ones that are authorised to sign on behalf of the company. The procedure of the meetings of general assembly, their right of vote. The determined time of the company, if exist. irket bir sre ile snrlandrlmsa, bu sre. The procedure of the announcement of companys notifications. The type and amount of the claimed capital shares of the share holders. The account term of the company.
ASSIST.NIL KULA DEGIRMENCI

4- Limited Company (TCC Art. 573 - Art. 644)

According to article 573- A limited company is a company which has a determined and shared capital (minimum 10,000.00 TL) and is established between real persons or legal entities (in the previous TCC the required number of partners was 2, however the new TCC even 1 partner could establish it, there is a maximum limitation of 50 shareholders) whose responsibilities have been limited with their claimed capital and the company is resposible only with its asset against the company demanders. They could be established for all kinds of economic purposes which are not prohibited by laws. (Art. 573) The Joint Stock Agreement should be writtenly made and notarized. (Art. 575) The establishment of the joint stock company should be informed with the submission of its joint stock company agreement in 30 days -from its notarized date- to the Trade Registry where the main office of the company resides and the establishment should be announced in Trade Registry Gazette. (Art. 587)
ASSIST.NIL KULA DEGIRMENCI

Limited Company Agreement (TCC Art. 573 - Art. 644)

According to article 576 the Join Stock Company Agreement should contain the below mentioned norms; The tradename and the main office of the company The business subject of the company The capital of the company and the value of each share and the payment of those shares The names, surnames, titles, nationalities of the managers The procedure of the notifications which will be announced by the company.

ASSIST.NIL KULA DEGIRMENCI

DOCUMENTS REQUIRED FOR ESTABLISHMENT

Decleration of Chamber of Commerce

Letter of Undertaking
Taahhtname,

Oda kayt beyannamesi,

Petition of Legal Entity (3 Copies) Articles of Association (5 Copies Notarized and Original)
Hkmi ahs dilekesi Ana Szleme

Photocpy of Articles Of Association (3 Copies)

Specimen Signature Certificate (2 Copies)
Ana Szleme Fotokopisi Ana Szlemeye gre mza Unvan Beyannamesi

Debit Note for the investment of Consumer Competition Board account (%004 of the Capital)

Lease Agreement or Title Deed (1 Copy)

Tketici Rekabet Kurulu hesabna yatrlan banka dekontu

For the establishment in Free Zone; Free Zone Permittance Note

yeri kira ise Kira Kontrat, Mlk ise Tapu Belgesi Fotokopisi

Serbest Blgede kurulacak irketler iin "Serbest Blge zin Yazs"

ASSIST.NIL KULA DEGIRMENCI

LETs EXAMINE THE RELATED DOCUMENTS NOW

ASSIST.NIL KULA DEGIRMENCI