Key Legal Stages in Forming a Joint Stock Company

Legal Article · 12 November 2026
Attorney Thomas Andreas Di Constantinople

Forming a joint stock company is a legal process involving the preparation of articles of association, capital commitments and trade registry procedures together. The act of formation under TTK Art. 335 must be distinguished from the acquisition of legal personality under Art. 355. The company becomes an independent legal person upon registration with the trade registry. Liability for transactions carried out before registration is assessed separately; it cannot be assumed that a company that has not yet come into existence automatically assumes every commitment.

Mandatory provisions concerning matters such as the trade name, registered office, business activities, capital and shares are included in the articles of association within the framework of TTK Art. 339. The founders' declarations of intent must comply with the statutory form requirements. Choices concerning management, representation and classes of shares are also limited by mandatory provisions. Commercial agreement on a provision does not mean that it is necessarily valid under company law.

Cash contributions and contributions in kind require different procedures. Cash contributions are subject to payment and documentation rules. For contributions in kind, transferability, the existence of restrictions and statutory valuation requirements are significant. The conditions in TTK Art. 342 and Art. 343 cannot be replaced merely by a value agreed between the founders. Contributing immovable property or intellectual property rights as capital also involves procedures connected with the relevant registries.

In the formation file, the articles of association and capital commitments must correspond, the necessary authorisations must be in place and registration information must be consistent. Activities requiring permission for formation are identified separately. Registration establishes the company's legal personality; subsequent management powers and duties are governed by the law, the articles of association and resolutions of its corporate bodies. This preserves the distinction between completing formation procedures and the rules governing the company's operations.

Legal Basis: Turkish Commercial Code No. 6102, Arts. 335, 339, 342–345, 355.

This article has been prepared for general legal information purposes.