Merger And Division

trading companies are increasingly gaining importance in our country merger, acquisition, division and with the kind of change is the size of the transactions tax.

Mergers, acquisitions, tax planning, operations division, a process medium is the difference between a successful transaction. Effective planning and configuration will help you create a successful marriage and business organization. Our office is very careful investors, strategic corporate buyers, overseas investors for the merger, acquisition and has proven experience with the services division issues.

All kinds of purchases, investment and financial structure, disposal alternatives, and after the operation and integration of experience in serving the financial and strategic buyers we offer the following elements of trust:

  • our experience in mergers. Whatever the scope and complexity, make it possible to add value to every part of our partnership.
  • the level of open communication by eliminating duplicate operations and to protect your investment by protecting the value of the maximum value in the long term will provide an interactive approach.

Mergers, acquisitions and disruption of services we offer:

  • Risk Identification and Reporting
  • Tax on company structuring (mergers) Tax Consulting
  • Tax Incentives
  • Company divisions Tax Consultancy Company periods applicable to acquisitions
  • Tax Considerations
  • Reporting and Advisory Group on restructuring companies

Legislation on the basis of foreign capital in Turkey, lies in the principles of non-discrimination and equal treatment. Foreign investors have the same location as a local company. Foreign capital in a company's capital structure or management There is no provision to require that the Turkish participants, a company with 100% foreign capital can be established. Almost all sectors are open to foreign investment. However, informal kind of possessions or rights in real estate as a legal entity for foreign investors who want to learn there are certain restrictions. According to recent changes in the real estate or foreign-owned companies interested in getting the rights kind of possessions of this kind of informal investment, the main contracts of the activities related to these investments, provided that the company's objectives will be able to be written.

Transition system, tracking system, allowing for foreign investments and business setup in front of both domestic and foreign investors through the elimination of unnecessary treatment is greatly simplified company establishment procedures.


Foundation of a company usually is made by lawyers in European countries.However, in Turkey every stage of corporate organizations, including the main contracts made by financial advisers.

The following shows the basic features of the major types of companies in Turkey.

Joint Stock Companies

A joint-stock company, in partnership with the participation of at least five natural or legal person is established. The minimum capital amount required for the establishment of a joint-stock company 50.000 € (about 65,000 U.S. dollars) is. Not be less than the nominal value of the shares from £ 25.

Joint-stock company, a title of its own shares and capital of the pre-determined and can be described as a dedicated company type. Structure and organization of joint stock companies subject to the provisions of Turkish Commercial Code specified. With more than 250 shareholders or joint-stock companies listed on stock exchanges have been issued shares or bonds, subject to the provisions of the Capital Markets Board.

Capital of joint stock companies, each of which is divided into shares of equal value. To represent the company's capital stock, shares are negotiable in nature can be removed. These shares may be bearer or registered shares. Articles of incorporation of the company, registered shares change hands unless a specific provision limiting this type of shares may be transferred to someone else with the approval of the board of directors. However, the bearer shares to the provisions of Turkish Commercial Code, any further without any limitation due to be transferred to someone else.

Joint stock companies, a majority vote of the decisions taken. However, the Turkish Commercial Code protects the rights of small shareholders are also some special provisions.

Board of Directors of joint stock companies, the company has the authority to represent and bind. The Board of Directors consists of a minimum of three members. However, dividend distribution, appointment of board members and auditors, the company main contract amendment, recapitalizations and other important issues in the basis defined in the contract, subject to the approval of the General Assembly.

Auditor must be a permanent assignment of joint stock companies, but some reports to shareholders of the company auditor's annual general meetings to present the other is a special task.

There are two types of legal reserves. First reserve fund, until the after-tax profit divided five percent. Total first-reserve fund, until it reaches 20% of paid-up capital to be divided. The second reserve fund, the distribution of dividends when there are only leaves. 10% of the amount of dividends distributed to shareholders are divided into the second reserve fund. The ceiling there is a separation of reserve releases.

Limited Liability Companies

Limited liability companies up to 50 partners, including at least 2 real or legal entities are established.

The minimum capital amount is 5000TL (about 3225 U.S. dollars). Each partner up capital of at least 25TL or 25 floors has pledged.

Limited companies can not point to the banking and insurance sectors.

Shareholders and directors of limited liability companies consists of administrative bodies. The company's management and the transfer of managers can delegate. Limited number of partners in more than 20 companies have become the auditor (s) assigned. Appointed director is authorized to manage the company. Managers, board members of a joint-stock company has a similar position.

Replacement of the main contract, appointment of directors and auditors, and termination and distribution of profits, shareholders require the board's decision.

Limited companies, the stock opened. Share transfers, representing at least 75% of capital, shareholders must be approved by at least 75%.


Branch of a foreign entity is not a separate legal entity. The title of the official establishment of the branch, "branch" must bear the phrase. Branches of foreign banks and insurance companies are subject to special rules.

There is no minimum capital requirement for the establishment of a branch, but funds are needed for the activities of the branch office is provided by corporate headquarters. Liabilities of the branch, the center of the company assets are under the guarantee.

Branch of a company, operating in the area may only company operating in the center. Management bodies of the branches will not. Turkey branch of a foreign entity, residing in Turkey and a power of attorney issued by the task assigned to the center of the company is managed by a foreign representative. This power of attorney delegate duties and powers are defined.

Liaison Office

Representative office in Turkey has a special status. Are not allowed to operate any business. Activities in Turkey, to collect information about investment opportunities in Turkey with a market research and feasibility studies is limited.

Unlimited Liability Companies (Partnerships)

Ordinary partnerships (business associations) and commercial partnerships (Limited Partnership and General Partnership) has.

Ordinary partnership, a legal entity not only in the form of a joint venture formed by a group of entrepreneurs to come together. Two or more people may associate the name of the framework of an agreement. Ordinary partnerships will not have their own titles, such as commercial, trade or can not be registered at land registry. All partners have equal rights and obligations in terms of debt and with the responsible and solidary. Name of the management and operation of the partnerships have a legal framework that describes in detail.

A commercial partnership, the partners of a legal entity with independent legal personality, limited or general partnership may be dormant. Limited Partnership (Limited Partnership), the general partners of the partnership is fully liable for the debts, but debts to the amount of capital they are only obliged to put a partnership with one or more partners. This sort of partnership is rarely established.

Registration Transactions

Direct Foreign Investment Law and the Commercial Code and other laws to come into force after the registration and establishment procedures have changed so drastically simplified. For both domestic and foreign investors and will be removed from the complex and time-consuming procedures by reducing the number of transactions is reduced to the following steps.

Taking Over an Existing Company
A foreign investor without the need for prior consent or approval, in whole or in part may buy the shares of a company's already existing. Over by a foreign investor of an existing firm, or there are no restrictions on taking a special arrangement.

Foreign investors may also share in Istanbul Stock Exchange freely.

Anonymous purchase of shares of a company's current general conditions are as follows:

  • In the case of holding the shares, stock clippings to be delivered by the seller and the buyer of turnover
  • whether the shares are down, make a written share transfer agreement
  • the decision of the Board of Directors of shares to shareholders of record registration of the share register
  • the new owner of shares in the share register on behalf of the shareholders of record
  • General Directorate of Foreign Investment statement

A limited liability company to purchase shares of the current general conditions are as follows:

  • The buyer and seller of the contract between the written and notarized
  • the transfer of shares, the company notified in writing of the legal personality
  • at least 75% of the capital to represent the shareholders' approval at least 75% of
  • registration and announcement of the share transfer register of Commerce
  • Partners of the share register record
  • General Directorate of Foreign Investment statement

Registration of the company, the tax office and the Foreign Capital General Directorate of Registration Applications are made by our office.

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