Corporations and the Stages of Incorporation

Definition

According to the definition in Article 329 of the Turkish Commercial Code, a joint-stock company is a company with a fixed capital divided into shares, which is liable for its debts solely with its assets. Furthermore, according to the definition in the relevant article of the law, the shareholders of a joint-stock company are liable to the company only to the extent of the capital contributions they have subscribed to.

Stages of Establishment

The steps involved in establishing a corporation must be carefully followed from both a legal and financial perspective. First, the company's articles of incorporation are drafted. This document outlines the rights and obligations of the shareholders, the capital structure, and the governing bodies. Next, the document is signed before a notary public. An application is then filed with the Commercial Registry, and capital contributions are made through a bank. Once the company's registration with the Commercial Registry is complete, it acquires legal personality.

Capital

Capital is required for the incorporation of a joint-stock company. This requirement is explicitly regulated under the Turkish Commercial Code. The minimum capital requirement for joint-stock companies is 250,000 TL. For joint-stock companies that adopt the registered capital system (non-publicly traded), the initial capital must be at least 500,000 TL.

Regarding cash capital, at least 25% of the committed cash capital must be paid before the company is registered. The remaining 75% may be paid within 24 months following registration.

Ownership Structure

Under the Turkish legal system, at least one shareholder is required to establish a joint-stock company. This requirement is stipulated in the Turkish Commercial Code. Since the regulation specifies a minimum of one shareholder, a joint-stock company may also be established with more than one shareholder.

Joint-stock companies limit the liability of shareholders to the capital they have committed. This structure provides strong legal protection while offering a growth-oriented model through flexible share transfers, the ability to attract investment, and opportunities for capital increases. The corporate governance structure and the ability to appoint professional managers contribute to the company's sustainable management; meanwhile, its high market reputation facilitates access to large-scale partnerships and international investment opportunities. In these respects, the joint-stock company structure stands out as a strategic choice, particularly for startups aiming for growth and seeking to strengthen their corporate identity.