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Cumhuriyet Caddesi Gezi Apartmanı No: 9 Kat: 5 D: 9 - 10 Taksim 34437 Istanbul

Cumhuriyet Caddesi Gezi Apartmanı No: 9 Kat: 5 D: 9 - 10 Taksim 34437 Istanbul - Turkey 1 Phone: (+90 212) 238 10 65 Fax: (+90 212) 238 08 10 E-Mail: info@yamaner.av.tr Web: www.yamaner.av.tr Legal Guide to Forming a Corporation in Turkey 1. TYPES OF BUSINESS ORGANIZATIONS In Turkey, one of the two options may be adopted in order to carry out business activities; as individuals engaged in commercial activity or through a legal entity pursuant to the Articles of Association and relevant Turkish Commercial Code. The individuals who carry their business activities, solely, under the title "merchant" or through the ordinary company, as stated in article 520 of Turkish Commercial Code, do not have a legal entity. However there are seven types of legal entities provided under Turkish Commercial Code and Turkish Code of Obligations, by which business activities can be carried out. The legal entities provided under the Turkish Commercial Code can be named as; • Joint Stock Companies (Anonim Sirket), • Limited Companies (Limited Sirket), • General Partnership (Kollektif Sirket), • Limited Partnership (Komandit Sirket), • Partnership Limited by Shares (Sermayesi Paylara Bölünmüş Komandit Şirket), and • Cooperative Companies (Kooperatif), Due to the speciality of the legal entities provided under Turkish Commercial Code we would like to take this opportunity to inform yourselves about the certain attributes of the above mentioned legal entities and leave the Ordinary Company out for the time being. Notwithstanding the nationality, any real person or legal entity, who has legal capacity under the provisions of the Turkish Code of Obligations, may become a shareholder of a corporation. Any limitation other than the legal capacity does not exist under the Turkish Code of Obligations in respect of being a shareholder. Under Turkish laws, foreign investors may incorporate or participate to any and all kinds of companies, which are available to local investors in accordance with the equal treatment principle defined in the Foreign Direct Investment Law. Pursuant to Article 3 of the Foreign Direct Investment Law, unless otherwise provided by the international agreements and relevant specific laws, foreign investors can invest directly in Turkey without any limitation and shall be subject to the same treatment and provisions with domestic investors. Please find below a brief description of each of the entities and procedures to be followed during the establishment process. 1.1 Description of the Legal Entities Stated in the Turkish Commercial Code 1.1.1 Joint Stock Company The joint stock company is a company established with a minimum number of five shareholders, which may consist of real persons of legal entities. The minimum capital Cumhuriyet Caddesi Gezi Apartmanı No: 9 Kat: 5 D: 9 - 10 Taksim 34437 Istanbul - Turkey 2 Phone: (+90 212) 238 10 65 Fax: (+90 212) 238 08 10 E-Mail: info@yamaner.av.tr Web: www.yamaner.av.tr requirement is NTL 50.000,- and the capital is divided into shares and each shareholder's liability is limited to the value of his shares. A joint stock company may be established either as a public company or as a private company. In case the joint stock company is established in the form of a public company; it means either its shares are registered for trading on a stock exchange or its shares are offered to the public pursuant to the Capital Market Law No: 2499. Another possibility for a joint stock company to be classified as public company is the presumption of law; which indicates that a joint stock company with more than 250 shareholders is assumed to be a public company. 1.1.2 Limited Company The limited company is a company established with at least two and at most fifty real persons or legal entities. The Partners' liability is in proportion to the amount of the capital, which they have committed. However, partners have personal liability against the company debts to government offices (e.g. taxes, social security premiums, etc.). The minimum capital requirement for limited company is NTL 5.000.-. 1.1.3 General Partnership General Partnership is the partnership of two or more real persons established for the purposes of operating a commercial enterprise under a trade name, containing legal status and all partners being under several and unlimited liability against the creditors of the partnership. 1.1.4 Limited Partnership The limited partnership differs legally from the general partnership because at least one partner (who is called the "general partner") is unlimitedly liable for all the debts and obligations of the partnership against the third parties, whereas the other partners (who are called the "limited partners") are not liable for the debts and obligations of the partnership against third parties. 1.1.5 Partnership Limited by Shares Cumhuriyet Caddesi Gezi Apartmanı No: 9 Kat: 5 D: 9 - 10 Taksim 34437 Istanbul - Turkey 3 Phone: (+90 212) 238 10 65 Fax: (+90 212) 238 08 10 E-Mail: info@yamaner.av.tr Web: www.yamaner.av.tr The partnership limited by shares contains the characteristics of both the joint stock company and the limited partnership. Its capital is divided into shares and, depending on the Law it is agreed under its bylaws, one or more partners are jointly, severally and unlimitedly liable to the creditors of the partnership similar to the "general partner" as described above. 1.1.6 Cooperative Company The cooperative company is an association of an indefinite number of real and legal persons, the main purpose of which is the furtherance or safeguarding of a defined economic interest of its members by their mutual efforts. The capital of the cooperative company is not fixed in advance and its liability to its own assets, unless otherwise agreed by its articles of association. 1.2 Description of the Individual Merchants and Ordinary Company 1.2.1 Individual Merchant An individual merchant is a real person who manages a commercial enterprise, even if partially, on behalf of himself. However in order to protect the third persons; if a real person has announced the public that he has established and commenced operating a commercial enterprise or registered his enterprise through a commercial registry; he then is assumed to be individual merchant whether or not he as commenced business in actual fact. 1.2.2 Ordinary Company The ordinary company, which is established pursuant to the article 520 of the Turkish Code of Obligations, is a company with two or more partners who enter into obligations of combining their labor and / or capital in order to reach to an object. The establishment of ordinary company does not have any conditional requirements; however it also does not have a legal entity as do the companies stated in the Turkish Commercial Code have. 2 ESTABLISHMENT OF THE LEGAL ENTITIES STATED IN TURKISH COMMERCIAL CODE 2.1 The Establishment Process Prior to the detailed information on the required documents and transactions for establishing a company, we would like to give a brief explanation regarding the basics of Turkish system for establishing a company. According to Turkish Commercial Legislation, each type of above mentioned legal entities are established by presenting certain documents including the Articles of Association to the Trade Registry and registering thereof. The important issue at this point is the contents of the Articles of Association which may vary according to the type of the company that will be established. In this regard it is beneficial to know that the Turkish Commercial Code provides two types of provisions for the issues that will take place in the Articles of Association; 1. Compulsory and statutory Cumhuriyet Caddesi Gezi Apartmanı No: 9 Kat: 5 D: 9 - 10 Taksim 34437 Istanbul - Turkey 4 Phone: (+90 212) 238 10 65 Fax: (+90 212) 238 08 10 E-Mail: info@yamaner.av.tr Web: www.yamaner.av.tr 2. Compulsory and amendable The first group of provisions is regarding the issues that must take place in the Articles of Association, and these provisions can not be amended, they must take place in the Articles of Association just as indicated in the Turkish Commercial Code. The second group of provisions is regarding the issues that must take place in the Articles of Association; however these provisions can be amended according to the needs of the newly established company. In order to explain this type of provisions the general meeting quorum may be given as an example. According to the Turkish Commercial Code, the meeting quorum is an issue that must take place in the Articles of Association, and the Code has set a minimum for the quorum. However a different quorum (on the condition that it is not below the minimum quorum) other than the minimum stated in the Turkish Commercial Code can be agreed. We would like to remind you that the two types of provisions, which are compulsory, do not constrain the non-compulsory provisions that can take place in the Articles of Association provided that they are in accordance with the current Turkish Legislation. 2.2 The Procedural Steps and Required Documents Consequent to the above mentioned information, please find below the main steps that should be taken in order to establish limited liability company under the Turkish Commercial Code: (i) Preparation of Articles of Association ("AoA") Joint Stock uploads/Geographie/ legal-guide-to-forming-a-corporation-in-turkey-ypes-of-usiness-rganizations.pdf