As one of the most prestigious and corporate business structures, Joint Stock Companies (JSC) are particularly preferred for large-scale and multi-partner ventures. However, with the Turkish Commercial Code (TCC) No. 6102, they have also become suitable for single-partner structures.
In this article, we will examine the stages of incorporating a joint stock company, the minimum capital amounts required, and the legal procedures to be considered step-by-step.
A joint stock company is a type of company whose capital is fixed and divided into shares, and which is liable for its debts only with its assets. The liability of the partners (shareholders) is limited to the capital shares they have committed.
The basic requirements for incorporation are as follows:
Number of Partners: It can be established with at least 1 (one) natural or legal person.
Minimum Capital: As of 2024, the minimum incorporation capital for joint stock companies has been increased to 250,000 TRY (this amount is 500,000 TRY for non-public JSCs that adopt the registered capital system).
Organs: It has two main organs: the General Assembly and the Board of Directors.
Important Note: Unlike limited liability companies, at least 25% of the committed cash capital must be blocked in a bank account before registration in joint stock company incorporations.
The incorporation of a joint stock company is subject to strict formal requirements and involves the following steps:
1. Preparation of the Articles of Association and MERSIS Approval: The articles of association, which serve as the "constitution" of the company, are prepared. The company title, purpose and scope, headquarters address, capital amount, and board members are determined. This information is entered via MERSIS (Central Registry System).
2. Signing and Notarization: The founders sign the articles of association at the Trade Registry Directorate or before an authorized notary. Signature declarations are prepared.
3. Bank Account and Capital Blockage: A bank account is opened in the name of the company, and at least 1/4 (twenty-five percent) of the cash capital is deposited and blocked in this account. The "Blockage Letter" received from the bank is added to the registration documents. The remaining capital must be paid within 24 months following the company's registration.
4. Payment of the Competition Authority Share: 0.04% (four ten-thousandths) of the company capital is deposited at the Trade Registry Directorate office as the Competition Authority share.
5. Trade Registry Registration and Announcement: An application is made to the Trade Registry Directorate with all necessary documents. The company gains legal personality upon the completion of the registration process and its announcement in the Turkish Trade Registry Gazette.
The documents generally requested during the application are as follows:
Articles of association prepared via MERSIS.
Photocopies of the founders' identity cards and passport-sized photographs.
Bank blockage letter.
Receipt showing payment of the Competition Authority share.
Signature declarations of the board members (registration petition).
Chamber of commerce registration declaration.
(Note: If the partners are legal entities or foreign nationals, apostilled translations and additional documents may be required.)
The main advantages for entrepreneurs choosing a Joint Stock Company over a Limited Liability Company are:
Ease of Share Transfer: Share transfers do not require notary approval; recording them in the share ledger is sufficient (for bearer shares, physical delivery is enough).
Tax Advantage: When individual partners sell their shares after holding them for 2 years, the gain (Capital Gains) is exempt from income tax.
Public Offering Opportunity: For companies aiming for growth, the path to being traded on Borsa Istanbul and going public is open.
The incorporation of a joint stock company is a process involving technical details, from the correct drafting of the articles of association to tax office notifications. To prevent future legal disputes, maintain balances between partners, and avoid tax penalties, it is of great importance that the process be carried out under the supervision of a lawyer.
You can contact Balta Karaca Law Firm to build your venture on solid foundations and quickly complete your Joint Stock Company incorporation procedures.