Company Formation: Choosing a Legal Form and Preparing Initial Documents

We Relate the Choice of Legal Form to the Business's Actual Structure

Joint stock and limited liability companies do not have identical management, share transfer and ownership arrangements. Business activities, shareholder numbers, investment needs, participation in management and planned future share transfers should be considered together. We do not recommend a single type for every business based solely on ease or cost at formation.

We also ask whether shareholders will work in the company, contribute intellectual property or other assets, and admit new investors. Any authorisation or special regulation required for the activity is included in the formation plan. Current capital and payment requirements are checked against the selected company type and application date.

We Read the Articles of Association and Shareholders' Agreement Together

The trade name, registered office, purpose, capital and corporate bodies are fundamental parts of the formation agreement. We examine which document can reflect shareholders' expectations concerning voting, information, profit distribution, appointments and exit. We do not assume that every clause in a template meets the commercial arrangements discussed by the parties.

If a separate agreement between shareholders is planned, its relationship with the articles of association, registry arrangements and mandatory law is assessed. Clear questions are prepared so that matters such as joint signatures, the investment timetable, new shareholders and deadlock are not left to oral understandings alone.

We Clarify the Initial Management and Representation Arrangements

Who will manage the company and who will sign which transactions are separate questions. Founder, shareholder, manager and board member status should not be confused. Appointment documents, the manner of representation, acceptance of office and any necessary power of attorney are addressed together with the formation file.

If lease, service, technology or investment agreements were signed before formation, the identity of the contracting party and how the agreement will relate to the new company are examined. We do not assume that these documents automatically pass to the company later. The transaction timetable, responsible persons and documents to be completed may be recorded in writing.

What Is Examined in MERSİS and Registry Preparation?

The Ministry of Trade's MERSİS and trade registry framework determines the documentation and signature steps for the formation application. A founder's being an individual or legal entity, use of foreign documents or contributions in kind may require additional review. Translation, certification and representation documents are checked for their respective purposes.

Where accounting, tax, work permit or sectoral authorisation procedures will continue after formation, their connection with the legal review is explained. This does not mean that all administrative and financial services are included in the same fee. Authority procedures and other specialists' duties are determined separately.

How Can You Prepare for the Review?

You can briefly describe the purpose of formation, shareholders' contributions and management expectations. At the end of the review, our written assessment presents findings on the legal form, draft agreements and initial representation arrangements, missing documents and steps to complete before signing. We set out the scope, fee and timetable in writing before work begins.

• A brief summary of the activity and investment plan
• Details of founders and proposed directors or managers
• Draft articles of association and shareholders' agreement
• Agreements on capital contributions, management, signatures and exit