incorporation – Muhasebe News

Is share transfer subject to registration for Inc’s?

MuhasebeNews — Mon, 10 Jun 2019 14:07:02 +0000

Is share transfer subject to registration for Inc’s?

An incorporated company has two partners which are legal persons. One of them is a resident of another country. He transferred his shares through an agreement. The transfer agreement has not been notarized as it was made in the presence of a notary public. Board decision regarding the transfer has been notarized. As I know, in accordance with the new Turkish Commercial Code, share transfer in incorporated companies is not subject to registration. Do we have to make a declaration to the tax authority?

Share transfers after establishment are not subject to registration for incorporated companies. However, reducing to a single shareholder, changing a single shareholder and transition from a single shareholder to multiple shareholders are registered and announced. The transfer must be declared to the revenue administration. It would at least be beneficial in terms of information.

Source: İSMMMO
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

Is Sole Corporation Possible?

MuhasebeNews — Fri, 12 Oct 2018 12:00:26 +0000

1-Is Sole Corporation Possible?
Yes.
It is possible to establish a Sole Corporation in accordance with the New Turkish Commercial Code (It is called ‘’New’’, but it has been in force since July 1, 2012.

2-Which companies can be established as one-man business?
Limited Companies and Stock Companies can be established as one-man business without any other shareholder.

3-How was the administration previously?
According to the administration before the New Turkish Commercial Code, it was statutory obligation to be 2 shareholders for Limited Companies and 5 shareholders for Stock Companies. This obligation was abolished with the New Turkish Commercial Code.

4-Does the authorized signatory also belonged to a single person?
Yes.
The person who establishes a limited company as a sole corporation is also the authorized signatory.
A copartner (a share, a shareholder) can be also a member of board in his/her company and he/she may represent the company by himself/herself.

5-How is the authorization period determined?
The company is represented by the Directors in Limited Companies. The authorization period of the company may be unlimited. Particularly, if the company is one-man company and that person is the sole director, he/she will be assigned unlimited. The stock companies are represented by the board of directors. However, the members of the board of directors are assigned maximum for 3 years. After 3 years, the same person can be assigned once again as a member of the board of directors.

Source: Turkish Commercial Code (6102 and 6335)
Date: 3 February 2017

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

What are the Features of One Man Company?

MuhasebeNews — Sat, 01 Jul 2017 06:54:16 +0000

The features of one man company:
1- With the New Turkish Commercial Code, it is possible to establish one man company.
2- One man company can be established during incorporation (at the beginning) or after the incorporation.
3- Board of Directors may consist of one or more than one person.
4- The sole owner constitutes Board of Directors. It is an obligation that decisions should be written in order to be valid.
5- The agreements between the sole owner and the company should be written. By comparison, the provision related to self-work will be applied in this case.
6- Furthermore, one-man limited companies are also subject to the same provisions.
7- Shareholder cannot become indebted to the company unless he/she discharges his/her debts originating from capital subscription and, company’s profits with its free reserves and retained losses correspond.
8- There can be one-man Board of Directors. Member(s) of the Board does not have to be shareholder(s). Moreover, persons except shareholders can be Member of Board.
9- If the number of shareholders reduces to 1 or the company turns into multi-partnership, Board of Directors should confirm it by making decision.

Source: Turkish Code of Commerce

If there is a Foreign Partner during Incorporation, What Should be Done According to Turkish Laws?

MuhasebeNews — Fri, 30 Jun 2017 12:07:24 +0000

If there is a foreign partner during incorporation, the followings will be needed.
1- Translated and notarized copy of foreign real person (partner)
2- Tax number taken from tax office or a document which shows ID number peculiar to foreigners
3- Notarized residence permit (if he/she resides in Turkey)
4- (For Turkish citizens residing abroad) a document which proves that he/she resides/works abroad and is taken related institutions of that country

***If foreign partner is also the Director of the company, work permit will not be necessary.

Source: Turkish Code of Commerce

If a Legal Entity Becomes a Partner during Incorporations, What Should be Done?

MuhasebeNews — Fri, 30 Jun 2017 08:58:53 +0000

Legal entities can be assigned to the Board of Directors in Corporations and Limited Companies; however, real person(s) representing legal entities cannot be assigned as a Member of Board or a Director. If a legal entity is assigned, there should be a real person assigned as a representative.

There should be participation decision made by a legal entity. This participation decision should be notarized; furthermore, capitalization and its representative should be stated.

Source: Turkish Code of Commerce

Expenses that will be deducted from Company’s Earnings!

MuhasebeNews — Tue, 16 May 2017 10:34:22 +0000

1- DEDUCTIBLE EXPENSES ACCORDING TO INCOME TAX LAW
Income is taxed through net profit.
In order to determine the net profit, the expenses stated below should be accepted to deduct:
1- General expenses
2- Expenses related to the staff
3- Losses, damages and indemnities related to work
4- Travel and residence expenses
5- Vehicle expenses
6- Tax-in-kind, levies and charges
7- Amortizations
8- Fees paid to employers’ associations
9- Fees paid for personal retirement insurance
10- Donations made to associations and foundations making food banking

2- DEDUCTIBLE EXPENSES ACCORDING TO CORPORATE TAX LAW
In the determination of company’s income calculated like commercial income, a tax payer can deduct expenses stated below from its revenue.

1- Stock certificates and export cost of bonds
2- Incorporation and organizational costs
3- General meeting, business combinations, denouncement and liquidation costs
4- Insurance costs
5- Profit shares of partnership of commendams
6- R&D discount
7- Creditors without interest-fee and profit shares paid to private financial institutions

3- LOSS OFFSETTING AND OTHER DISCOUNTS
3.1- Loss offsetting
3.1.1- Previous losses
3.1.2- Losses of acquired company
3.1.3- Overseas losses
3.2- Donations and subsidies
3.3- Sponsorship costs
3.4- Dividends

Source: Corporate Tax Law numbered 5520 – Income Tax Law numbered 193