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A joint stock company is a company whose capital is definite and divided into shares and which is responsible for
its debts only with its property holdings.

Shareholders are only liable to the company with the capital shares they have committed.

Joint stockcompanies may be established for any economic purpose and subject that is not prohibited by law.

Joint stock company has a articles of association written and registered to the trade registry at the place where
its headquarters is.

A joint stock company with a singleshare can be established. Real and legal persons may be shareholders.

Joint stock companies are the only type of company whose shares are offered to public and whose shares are traded
on the stock exchange.

The minimum capital amount is 50,000 Turkish Liras. (For non-public Joint stock companies accepting the registered capital system , the initial capital may be at least 100,000 Turkish Liras.) At least one quarter of the nominal value of the shares committed in cash must be paid before registration. The remaining amount shall be paid within 24 months following the registration of the company. The payment schedule may be set out in the articles of association of the company or may also be determined by the board of directors.

Joint stock companies may issue registered and bearer shares in order to represent the shares. They may also issue bonds and similar debt instruments.

Joint stock companies carrying out certain activity areas and joint stock companies exceeding the threshold values of the criteria determined according to total assets, annual net sales revenue, number of employees are subject to independent audit.

Joint stock company has two organs

GENERAL ASSEMBLY                                                             BOARD OF DIRECTORS 

As a rule, it is the organ in which all                                      It is the organ that is mainly responsible
shareholders are represented and                                          for the management and representation
exclusively authorized to take some                                      of the company. It is possible that the
important decisions concerning the                                      board of directors consists of one
company (e.g. amendment of the articles                            member. There is no requirement for
of association, election of the board                                      board members to be a Turkish Citizen
of directors, election of the auditor,                                      and to be resident in Turkey.
termination of the company, etc.).

Establishment and amendments to the articles of association of certain joint stock companies are subject to the permission of the Ministry of Trade

Banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint stock companies, companies operating foreign exchange buffets, companies engaged in public retailing, agricultural products licensed warehousing companies, product specialized stock exchange companies, independent auditing companies, observing companies, technology development zone management companies, companies subject to the Capital Markets Law No. 6362, founder and operator companies of the free zone.

Various equivalents of joint stock company in the world

United States of America, Canada  = Corporation (Inc., Corp.)

European Union = Societas Europaea (SE)

Germany, Austria, Switzerland (German-speaking cantons) = Aktiengesellschaft (AG)

France, Belgium, Switzerland (French-speaking cantons) = Societé Anonyme (SA)

United Kingdom = Public Limited Company (plc)

Italy = Società per Azioni (SpA)

Spain, Mexico, Argentina = Sociedad Anónima (S.A.)

 

Documents Required for Registration of Joint Stock Company

 

  • The Articles of Association of which the signatures of the founders have been certified
  • Document showing that at least twenty-five percent of the capital committed in cash is deposited in the bank
  • Proof of payment indicating that the Competition Authority’s share has been paid
  • If any, valuation reports prepared by the court appointed expert for the determination of the committed capital other than cash, the assets to be taken over during the establishment and non-cash assets.
  • If capital other than cash is committed, letter to be taken from the relevant registry stating that there is no restriction on the capital in kind
  • If capital other than cash is committed, document showing that the immovable, intellectual property
    rights and other values put as capital in kind are annotated to the registries in which they are registered
  • If any, contracts with the company being established and with its founders and other persons about the establishment, including those related to the takeover of non-cash assets and corporation
  • For companies whose establishment is subject to the approval or appropriate opinion of the Ministry or other official institutions, the letter of this permission or appropriate opinion
  • If any, written statements of non-shareholder board members, that they accept this duty
  • In the case of a legal person in the board of directors, the name and surname of a real person determined by the legal person on behalf of the legal person and the notarized copy of the decision of the competent body for this determination
  • Signature declarations of persons authorized to represent and bind the company