A Turkish company can be set up within 7 days regardless of your nationality and country of residence.

The New Turkish Commercial Code No. 6102 was published in the Official Gazette on February 14, 2011. As stipulated in the TCC and the Law on Effectiveness and Implementation of the Turkish Commercial Code No. 6103 ("Code on Effectiveness of TCC”), the new code came into effect on July 1, 2012. The main goal of the TCC is to develop a corporate governance approach that meets international standards; to foster private equity and public offering activities to create transparency in managing operations and to align the Turkish business environment with EU legislation, as well as for the accession process. Major amendments in the TCC can be outlined as: Shareholding Structure: The TCC allows the establishment of joint stock companies (A.Ş.) or limited liability companies (Ltd. Şti.) with only a single shareholder.

According to the former code, joint stock companies could be established with a minimum of five shareholders, while limited liability companies could be formed with a minimum of two partners. Therefore, the TCC removes the obligation for foreign companies to secure mandatory minority shareholders in order to comply with the minimum shareholder number requirements by the former TCC. The shares of previously established companies can now be held by a single party. Board of Directors: Under the TCC, in compliance with the EU legislation, the board of directors may now be comprised of a single person instead of at least three members. This offers foreign investors the opportunity to do business more easily, as board meetings may be hindered if there is a large number of shareholders that have to travel frequently between countries.

The TCC does not require physical presence of board members; it allows board meetings to be held in an electronic environment and board resolutions may also be approved via electronic signatures. Through these amendments, the TCC will prevent foreign companies from incurring unnecessary travel expenses. Additionally, legal entities may be appointed as board members. If a legal entity is elected as a member of the board of directors, only a single real person, together with, on behalf of, and designated by the legal entity, shall also be registered and announced; in addition, this registration and announcement shall be immediately published on the company’s web site.

Only this registered person is entitled to attend meetings and vote on behalf of the legal entity. The obligation that board members must be shareholders has also been abolished. According to the TCC, any independent individual may be a board member. This ensures a professional board of directors that can act separately from shareholders, and in turn, boosting corporate governance. Registered Capital System: The TCC offers non-public companies the opportunity to adopt a registered capital system, so non-public joint stock companies may benefit from the opportunity of flexible capital increases introduced by the registered capital system.

Intellectual Property Rights: Intellectual property rights may be contributed as capital in-kind. In order to contribute such assets as capital in-kind, those assets shall have transferable qualifications, and become eligible for valuation in cash. Ultra-Vires: The former TCC incorporated the doctrine of Ultra Vires that is “corporations can only be authorized to acquire rights and undertake debts, provided that they conduct their business within the field of operations defined in the articles of incorporation." This doctrine of Ultra Vires was abolished in the TCC, in doing so, releasing foreign companies from many procedures while entering into new business areas. Establishing a Business in Turkey Turkey's regulatory environment is extremely business-friendly. You can establish a business in Turkey irrespective of nationality, or place of residence. Company Establishment in One Day It is possible to establish a company in a single day by applying to the relevant trade registry office with the required documents. The company becomes a “legal entity” following its registration with the trade registry.

• Revenues derived from software development and R&D activities are exempt from income and corporate taxes until December 31, 2023.
• Sales of application software produced exclusively in TDZs are exempt from VAT until December 31, 2023. Examples include software for systems management, data management, business applications, different business sectors, the Internet, mobile phones and military command control.
• Salaries of R&D and support personnel employed in the zone are exempt from all taxes until December 31, 2023. The number of the support personnel covered by the exemption shall not exceed 10 percent of the number of the R&D personnel.
• Enterprises may make the investment, required for the production of the technological product obtained as a result of the R&D projects conducted in the zone, in the TDZ, if deemed suitable by the operator company and allowed by the Ministry.
• 50 percent of the employer’s share of the social security premium will be paid by the government for 5 years until 31.12.2024.

• 100% exemption from customs duties and other assorted duties.
• 100% exemption from corporate income tax for manufacturing companies.
• 100% exemption from value added tax (VAT) and special consumption tax.
• 100% exemption from income tax on employees’ salaries (for companies that export at least 85% of the FOB value of the goods they produce in the free zones).
• Goods can remain in free zones for an unlimited period. Companies are free to transfer profits from free zones to abroad as well as to Turkey, without restrictions.

In addition to the investment incentives scheme in Turkey (general investment incentives, incentives for large-scale investments, region and sector-based incentives, employment incentives, R&D supports, etc.), investors operating in the OIZs can benefit from the following advantages:

• No VAT for land acquisitions
• Exemption from real estate duty for five years starting after the construction of the plant
• Low water, natural gas, and telecommunication costs
• For unification and/or separation of plots, no tax to be paid.
• Exemption from municipality tax for construction and usage of the plant Exemption from the municipality tax on solid waste if the OIZ does not benefit from the municipality service