Incorporation of a Joint Stock Company in Turkey and Drafting the Articles of Association

Under the Turkish Commercial Code No. 6102, a joint stock company is incorporated when the founders declare their intention to establish the company in an articles of association (AoA) that:

• is prepared in compliance with the law,

• includes an unconditional undertaking to fully subscribe and pay the share capital, and

• is signed before a notary public or in the presence of the trade registry director/deputy.

The company acquires legal personality upon registration with the trade registry.

Mandatory Contents of the Articles of Association

The AoA must be in written form and contain the following:

1. The trade name and registered seat of the company.

2. The business purpose and scope, clearly defined.

3. The share capital, nominal value of shares, and terms of payment.

4. Whether shares are registered (nama) or bearer (hamiline); privileges attached to certain shares; transfer restrictions.

5. Contributions in kind or rights contributed as capital, their valuation, corresponding shares to be issued; details of any assets or businesses acquired by the company; payments, allowances, or rewards to be granted to founders or service providers.

6. Benefits to be provided to founders, board members, or third parties from company profits.

7. The number of board members and those authorized to sign on behalf of the company.

8. The rules for convening the general assembly and voting rights.

9. If the company is established for a fixed term, the duration.

10. The method of making company announcements.

11. The types and amounts of subscribed share capital.

12. The fiscal year of the company.

The first board members are appointed in the articles of association.

AKL

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