Joint Stock Company Formation

Forming a joint stock company involves preparing its articles of association, capital commitments, and management and representation structure; it acquires legal personality upon trade registry registration. Activity-specific authorisations are checked separately.

Which Questions Should You Answer Before Formation?

When forming a joint stock company, you do more than choose a name and capital. You also determine who will manage the company, how signing authority will be exercised and on what terms a new investor may become a shareholder. A share transfer or management rule left undiscussed at the outset can turn into a significant dispute if shareholders disagree. We consider the formation file alongside the business's actual operations and shareholding plans.

A joint stock company may be formed by one or more founders. Preparation of the articles of association and capital commitments complements the trade registry registration stage. Depending on the area of activity, approval from the Ministry or a favourable opinion from another authority may be required. Forming a company does not automatically authorise it to carry out a regulated activity.

Capital and Articles of Association Are Examined Together

For new joint stock companies, the minimum share capital is TRY 250,000. In the registered capital system for non-public companies, the minimum initial capital is TRY 500,000. These are statutory capital amounts separate from the business's rent, staffing, accounting and operating budget. Special rules requiring higher capital for particular activities are checked separately.

At least one quarter of the nominal value of shares subscribed for in cash must be paid before registration, with the remainder payable within twenty-four months following registration; the entire share premium must be paid before registration. Contributions in kind require different preparation concerning valuation, restrictions over the asset and special registry procedures. Merely adding a photocopy of the title deed for an immovable property shown as a capital contribution is insufficient.

Which Documents Are Needed to Start?

The initial review covers documents relating to founders and any corporate shareholders, the allocation of shares and capital, a description of activities, the registered office address, and the board and representation plan. Translation, certification and authority to represent are assessed separately for foreign documents. If a shareholders' agreement is contemplated between the founders, its compatibility with the articles of association and mandatory rules is examined.

MERSİS registration, signatures and the registry application, pre-formation agreements and necessary payment documents are prepared according to the nature of the file. It should not be assumed that provisions in the articles of association affecting the admission of future shareholders or share sales can easily be changed later. If investment is planned in the near future, the decision-making and representation structure is assessed accordingly from the outset.

Before Formation

Prepare the founder and activity details, share allocation and representation plan together. The scope of the paid formation review, including which aspects of agreement preparation and registry follow-up will be undertaken, is set out in writing before work begins.