A joint stock company is a company whose capital is fixed and divided into shares, has a title, and is solely responsible for its debts with its assets. In joint stock companies, the concept of partner is replaced by the concept of shareholder. All the responsibilities of the shareholders towards the company are only as much as the capital shares they have committed.
The joint stock company has a written and registered articles of association in the trade registry where its head office is located. Joint stock companies can be established for all kinds of economic purposes and subjects that are not prohibited by law.
A single shareholder joint stock company can be established. Real and legal persons can be shareholders. The minimum capital amount of joint stock companies is 50,000 Turkish Liras. For non-public joint stock companies that accept the registered capital system, the initial capital may be at least 100,000 Turkish Liras. The payment schedule can be regulated in the company’s articles of association, or it can be determined by the board of directors.
Shareholders are liable to the company only with the capital shares they have committed. As a rule, general assembly approval is not required for the transfer of shares. Shareholders can freely transfer their shares to others. Joint stock companies may issue registered and bearer share certificates to represent the shares. They can also issue bonds and similar debt instruments. Joint stock companies are the only type of companies whose shares can be offered to the public and whose shares can be traded on the stock exchange.
Joint stock companies that carry out certain fields of activity and joint stock companies that exceed the threshold values of the criteria determined according to the total assets of the balance sheet, annual net sales revenue, and the number of employees are subject to independent auditing.
Bodies of Joint Stock Company
The joint stock company has two organs.
1. General Assembly
As a rule, it is the body that is exclusively authorized to take some important decisions about the company, in which all shareholders are represented. Each partner has as many voting rights as he or she has. For example; election of the board of directors, amendment of the articles of association, election and dismissal of the auditor, dissolution of the company, sale of company assets, etc.
2. Board of Directors
It is the body responsible for the management and representation of the company. It is possible for the board of directors to consist of only one member. There is no requirement for the members of the board of directors to be shareholders, to be Turkish citizens or to be resident in Turkey. As a rule, the board of directors is authorized to manage in all matters, provided that it remains within the scope of the company’s business. For example; senior management of the company and giving instructions about them, establishing the necessary order for financial planning, appointing and dismissing managers, keeping the share, board of directors resolution and general assembly meeting/negotiation books, preparing annual activity reports and presenting them to the general assembly, etc.
The establishment of joint stock companies and the amendments to the articles of association are subject to the permission of the Ministry of Commerce:
Banks, insurance companies, joint stock holdings, leasing companies, factoring companies, consumer finance and card services companies, asset management companies, companies operating foreign exchange kiosks, companies dealing with general stores, commodity exchange companies, independent audit companies, surveillance companies , agricultural products licensed warehousing companies, technology development zone management companies, companies subject to the Capital Market Law, establishments of free zone founder and operator companies and amendments to the articles of association are subject to the permission of the Ministry.
Required Documents for Incorporation of a Joint Stock Company
- Chamber registration petition
- Chamber registration statement
- Organization notification form
- Certificate of residence
- Photocopy of identify card
- Notarized translated passport copies of foreign natural person partners
- Rental contract
- Bank blocking letter stating that the capital has been deposited
- Company articles of association
- Bank blocking letter stating that a quarter of the capital has been deposited
- Payment document showing that the Competition Authority’s share has been paid
- For companies whose establishment is subject to permission, this permit document
- If there are non-shareholder members of the board of directors, the declarations of these members that they accept the duty.
- Signature statement