Submit the memorandum and articles of association online and obtain a temporary tax identification number (TIN)
Agency: Central Trade Registry System (MERSIS)
Company registrations shall be carried out through MERSİS, the Central Trade Registry System. The business founders must submit their memorandum and articles of incorporation online through the MERSİS system, which will generate a temporary tax identification number (TIN) for the company.
Time and cost: Less than 1 day (online procedure), no charge
Apply for registration at the Trade Registry Office
Agency: Trade Registry Office (Ticaret Sicil Müdürlüğü)
Registration must be applied for at the Trade Registry Office. The following documents are required to apply for company registration:
- Petition requesting registration.
- 3 copies of an incorporation notification form (kurulus bildirim formu).
- 2 copies of the articles of association plus 1 original version.
- Proof of the payment made to the Competition Authority (0.04% of the company’s share capital).
- An undertaking (taahhutname) signed by the authorized company representatives. Signature declaration of the directors.
- For each person authorized to represent the founders of the limited liability company, 2 copies of the signature declarations.
- Chamber of Commerce registration form.
- 1 passport-sized photo of each founder.
- Acceptance declaration of the managers who are not shareholders (1 notarized copy).
At the moment of incorporation, the business founders will obtain the certification of the legal books at the Trade Registry Office.
Following the registration, the Trade Registry Office will notify the relevant Tax Office and the Social Security Institution ex-officio regarding the incorporation of the company. The Trade Registry Office will also arrange for an announcement in the Trade Registry Gazette within approximately 10 days as of the date of company registration. A tax registration certificate must then be obtained from the local Tax Office.
According to the official fees of 2019 published in the Official Gazette No. 30642 on December 31, 2018, the fees applicable upon the incorporation of a limited liability company are set as of January 1, 2019 as follows:
- Book certifying fee + Institution attestation fee: 190 TL
- Publication of articles of association: TL 0.35 per word (for 750 words usually)
- Start-up notice: TL 80
- Trade Registry Gazette fee: TL 3.5
- Registration fee for manager’s signature: TL 520.40
In addition, the Competition Authority fee of 0.04% of the company’s capital must be paid. For annual membership with the Istanbul Chamber of Commerce, the fees apply based on the company’s capital, as follows:
- TL 1 -1.000: TL 260
- TL 1.001 – 25.000: TL 265
- TL 25.001 – 250.000: TL 285
- TL 250.001 – 1.000.000: TL 390
- TL 1.000.001 – more: TL 460
Time and cost: 2 days, see procedure details
Pay the registration fees
Agency: Trade Registry Office (Ticaret Sicil Müdürlüğü)
Registration fees must be paid at a cashier located at the Trade Registry Office.
Time and cost: 1 day, no charge
Obtain an authorized signatory list of managers
Agency: Notary
After incorporation, the company’s managers or their representatives must visit a notary to obtain an “Authorized Signatory List of Managers” (imza sirküleri). This document is needed when a firm engages in business with third parties such as firms or banks. It is also required to obtain a Working Place and Operations Permit from the Municipality.
The authorization of signature declarations can be obtained at Trade Registry Office. This authorization says that “this person will be using his below inscribed signature in representing the relevant company”. That is not the case for the “Authorized Signatory List of Managers”, which sets out the monetary limits, if any, as well as a description of the relevant persons’ authorities to bind and represent the company, along with their signature samples.
Time and cost: 1 day (simultaneous with previous procedure), TL 120
Complete the company’s tax registration
Agency: Tax Office
The Trade Registry Office notifies the Tax Office and the Social Security Administration of the company’s incorporation. In practice, to expedite the registration process, company representatives follow up on whether the notification has been received and request the Tax Certificate (Vergi Levhasi), which is required to carry out business transactions and issue invoices. Through the visit to the Tax Office, the company’s temporary tax ID will be made permanent. The following documents must be presented to the authorities:
- Authorized signatory list of managers (previously obtained from a notary);
- Company registration form;
- Managers’ IDs;
- Rental contract of the company’s office.
Following this visit, the Tax Officers will come to the office to verify the location, the type of activities being conducted by the business, the company’s documents, and other matters. A report will be prepared by the Tax Officers and the Tax Certificate is usually provided on the same day or on the following day.
Time and cost: 1 day, no charge
Obtain a Workplace Opening and Operations Permit
Agency: Municipality
A Workplace Opening and Operations Permit (İşyeri Açma ve Çalışma Ruhsatı). An application shall be made to the relevant Municipality by filing an application form and having it signed by the authorized signatories of the company. The following documents are required:
- Copy of the tax registration certificate.
- Authorized signatory list of managers.
- Trade registry gazettes showing the incorporation.
- Company registration certificate.
- Lease agreement / title deed.
- Application form.
- Fire department’s affirmative approval.
- Workplace permit application fee payment receipt and environmental tax payment receipt.
To apply for this permit, a fee of TL1 per square meter must be paid.
Time and cost: 1 day, TL 1 per square meter
Register employees with Social Security
Agency: Social Security Institution (Sosyal Güvenlik Kurumu)
Companies can be registered with social security through the Trade Registry Office. Additionally, according to Law No. 5,510 on Social Security and General Health Insurance, employers are obliged to notify the Social Security Institution of the hiring of employees by submitting a statement of employment prior to their first day of work. This notification can be made online at https://uyg.sgk.gov.tr/SigortaliTescil/amp/loginldap.
Time and cost: Less than 1 day (online procedure), no charge
