Open a Company in Turkey

The new Turkish Commercial Code came into force on July 1, 2012.

With the adoption of the new code, the Turkish Law aims to achieve the following targets:

- develop a business culture to international standards
- encourage transparency in the management of company's activities
- comply with the European legislation (in view of a possible accession to the European Union)

The main changes introduced by the new Turkish Commercial Code are:

- Shareholding

While the former code allowed the establishment of joint-stock company with at least five shareholders and limited liability company with at least two members, now it is possible to establish joint-stock (A.Ş.) and limited liability companies (Ltd. Şti.) with a single shareholder. This also applies to foreign companies.

- Board of Directors

The new Code allows meetings of the director's board at distance, through the use of video conferencing. According to this innovation, foreign companies can save the costs related to travel in Turkey. In addition, the requirement that the members of the board of directors should be shareholders, has been abolished. Now, everybody can be a member of the board, provided that at least one quarter of the members is graduated (that is to ensure the participation of professionals).

- Intellectual Property Rights

Even intellectual property rights may be paid as capital in nature, provided they are transferable and eligible for a monetary valuation.

- Ultra-vires

The former Commercial Code established that if a company entered into a contract for activities in excess of the corporate powers, the contract was illegal. The ban has been abolished by the new code and now the companies can access to new areas of business.

By Mr. Luca Santaniello
Lawyer at Santaniello & Partners

Note: for more information, please see also Lawyers in Turkey or contact us