Preparation of the Articles of Association of a Limited Company in the Central Registry System (MERSİS)

The articles of association of a Limited Company must include the following articles and information.

• Founders (Shareholders) of the Limited Company
• Title (Trade Name) of the Limited Company

Note: A similarity determination will be made after determining the trade name. The use of the expressions “Turkish,” “Turkey,” “National,” and “Republic” in the trade name requires a Presidential Decree.

• Objectives and Fields of Activity of the Limited Company
• Registration of Headquarters

Note: The newly established company must be a party to the lease agreement after the establishment procedures are completed. However, specifying the property address to be rented during the establishment phase is sufficient.

• Capital of the Limited Company
• Appointment of the Manager/Managers of the Limited Company
• Signing of the Articles of Association in the Presence of the Trade Registry
• Completion of the Establishment and Announcement of the Establishment in the Turkish Trade Registry Gazette

Types of Companies Subject to Permission for Establishment of a Company with Foreign Partners

The Foreign Direct Investment Law No. 4875 states that foreign persons can establish any company in the Turkish Commercial Code. On the other hand, if a company with foreign partners is to be established, in addition to all the necessary processes, permission must be obtained from the Ministry of Trade for some companies. In this context, the types of companies that are subject to permission to establish a company with foreign partners are as follows:

• Banks,
• Financial leasing companies,
• Factoring companies,
• Consumer finance and card services companies, asset management companies, insurance companies,
• Holdings established as joint stock companies,
• Companies operating foreign exchange booths,
• Companies engaged in general retailing,
• Licensed agricultural product warehousing companies,
• Product specialized exchange companies,
• Independent auditing companies,
• Surveillance companies,
• Technology development zone management companies,
• Companies subject to the Capital Markets Law No. 6362 dated 6/12/2012,
• Establishments of free zone founder and operator companies,

Residence-Holding Managers and Partners

The most challenging and meticulous stage when establishing a company is opening a bank account for your company. We have observed that there are no issues in opening a company bank account if the partners or managers hold residence permits in that country. The tax office, especially in Germany, pays close attention to this matter.

In Bulgaria, you need to have 5 employees to obtain residence. In Germany or the Netherlands, you can obtain these opportunities later by employing 3 employees with an investor visa.

Manageability of Logistics

The location of your logistics center often provides you with an advantage. From a cost perspective, Bulgaria sounds appealing.

Countries with Sector-Specific Advantages

For software developers, Estonia and the Netherlands are more suitable in terms of tax rates and incentives.

For manufacturing companies, Germany may be the center due to ease of management, while the Netherlands may be more suitable for real estate investments. For hospital and healthcare investments, the UK and Germany are significant centers.

Take a Professional Approach, Use Contracts and Invoices

Contracts protect both you and your counterpart, helping progress without putting either party in a bind.

Avoid dealing with those who operate without invoices. Any illegal or incorrect business can cause future problems and bring additional issues.

Do everything in writing. Even specify partial refunds in contracts if the work is not completed. In developed European countries, no one can interfere with the flow of official documents. Officials are the main determinants, and a consultant can only support you by establishing timely and accurate communication with authorities.

Close Friends Are Just Friends

I know many people who have had issues coming here with their friends. Sometimes, a close friend hasn’t established their system and, unintentionally, gets involved in wrongdoings. Sometimes, they expect you to support their problems, and their expectations do not align with yours.

People who have experienced trauma look for others who can overcome their traumas. You end up in a loop. You should implement your plans. If your friend is not a professional consultant, do not believe everything they say.

Be Patient and Progress Step by Step

European business processes operate more slowly than in Turkey, and combined with document intensity, it is genuinely challenging. Adding managers and partners with residency makes it more accessible.

Keep Track of Document Flow

Obtain information about document flow and discuss the process in detail. Ensure all your questions are answered mutually. Everything should be in writing.

Low-Cost Services May Not Be Useful

Everything has a cost, and a team that does not make a profit will also cause you to lose. Services obtained below cost will bring you nothing but problems and bad experiences. They will waste your time and money and wear you down psychologically.

Those Who Travel Without a Plan Will Get Stuck on the Road

Plan, plan, plan. Always have alternative plans ready. Have your contingency fund prepared. Determine what you will do if things go wrong or processes are slow. The “let’s start and see” approach can sometimes lead to problems.

Request On-Site or Online Live Meetings

Seeing where the people you will be working with operate and meeting their team is extremely important to understand mutual expectations. This also helps build better social relationships.

Make Payments As Work Is Completed

You can make partial upfront payments for services received and the remaining payments as the work is completed. However, if the consultant has a team, a fixed workplace, a contract, and business references, making early payments is no problem.

1. Language Skills of Managers

Using this language, you should evaluate the languages spoken in the country where you will invest and the presence of partners, teams, or partners.

2. Sectoral Density of Customers

Operating in customer-intensive areas, being close to the customer relaxes you and allows you to observe the change needs instantly.

3. Presence of Familiar People or People in Residence

The resident partner or employees will support you in difficult situations and help you get through the processes quickly. It is imperative to consult people who know the industry.

4. Proximity to production and market

Market and marketing activities are the most essential elements of a company. Although technical units produce, it is vital to have marketing and sales teams that will sell, grow, and reduce the pressure on the technical team.

5. Addressing the Customer Audience

It must be positioned according to the customer base and close to the market. Production companies should always be distribution and sales-orientated. Logistics companies need to establish a good coordination network in the field.

6. Marketing and Sales Network Structure

It is easy to grow your business, but the sales and marketing unit must ensure permanence in the field. In this regard, you need a responsible and active team.

7. Trends in the World

The world is changing quickly, and a team should follow these trends in direct contact with the customer.

8. Production Process and Channels

The production process is also changing rapidly. Wars, changes in production demands, and costs affect the market. Those who catch these changes instantly survive and grow.

9. Risk Analysis and Crisis Management

If you have a system that measures and evaluates risks, it will be easier to move forward. Having a team and a project system that considers these issues will make you more resilient in times of crisis.

1. Warehousing and Employee Recruitment

Warehousing and staffing decisions impact your costs, marketing, and turnover performance. Being close to the industry and having a high customer density help you make these decisions. The most crucial factor in determining your speed is accurately analyzing costs and risks.

2. Turnover and Net Profitability

Although not one of the first objectives, turnover, and target profitability should be known and calculated. It is the primary metric showing how much of the target you have achieved. Your connections, customer density, and sectoral proximity affect this situation.

3. Address and Billing

You must have a specific address, and this must stay the same. You must also be close to the customer and the industry. Whether you will invoice from a single center or the actual country depends on the size of your business and your target strategy. In our experience, a staff member who will manage the entire process here at the end of the second year will significantly contribute to any growth. Investments in these matters will give you positive returns to maintain motivation in long-term processes.

4. International Manageability

Significant changes in the company’s vision and mission can sometimes be painful and take time to digest. You need to have your team ready, and you need to prepare your structure. Differences of opinion between partners or managers can cause serious trouble for the process. Strife will tire the company as if it has lost its compass in a storm.

5. Evaluating the Withdrawal of Net Profit Share to the Source Country

You must accurately calculate and manage the dividends you bring back and the earnings you invest. You must also effectively manage profitability, tax advantages, and invoicing within or in different countries.

6. Subject of the Resident Employee or Director

The number of employees you will employ in the country where you will establish a company is vital to seize some opportunities. You can increase credibility and trust in your company by communicating directly with customers. In addition, you will open your bank accounts quickly, process your official documents rapidly, and ensure transactions run smoothly and on time. Thus, you will save time.