{"id":139,"date":"2022-08-11T09:00:00","date_gmt":"2022-08-11T09:00:00","guid":{"rendered":"https:\/\/utuhukuk.com\/anonim-sirket-nedir-nasil-kurulur\/"},"modified":"2026-10-01T14:08:57","modified_gmt":"2026-10-01T14:08:57","slug":"joint-stock-company-formation","status":"publish","type":"post","link":"https:\/\/utuhukuk.com\/en\/anonim-sirket-nedir-nasil-kurulur\/","title":{"rendered":"What is a Joint Stock Company and How is One Formed?"},"content":{"rendered":"<div class=\"pm\" data-utu-pm=\"1\">\n<p class=\"pm-giris\">In this article we discuss the definition and purpose of a joint stock company, the question of <strong>how to form a joint stock company<\/strong> , the content of the articles of association, the types of capital, the cases requiring Ministry permission and the registration of the company. The joint stock company is a common type of capital company preferred especially by large-scale enterprises. Such companies have a professional organisation both in terms of their organisational structure and in their operation.<\/p>\n<aside class=\"pm-ozet\" aria-label=\"In brief\">\n<p class=\"pm-etiket\">In brief<\/p>\n<ul>\n<li>A joint stock company is a capital company with a specified capital divided into shares, liable for its debts only with its assets; shareholders are liable only for the shares they have subscribed.<\/li>\n<li>The answer to how a joint stock company is established lies in Article 335\/1 of the TTK (Turkish Commercial Code): the founders declare their intention to establish the company in articles of association whose signatures are certified.<\/li>\n<li>Contributions in kind are valued by experts appointed by the commercial court of first instance; at least twenty-five percent of cash shares are paid before registration.<\/li>\n<li>The company acquires legal personality upon registration with the trade registry of the place where its head office is located; for certain companies, such as banks, Ministry approval is required.<\/li>\n<\/ul>\n<\/aside>\n<div class=\"pm-not\">\n<p class=\"pm-etiket\">Currency note<\/p>\n<p>This article was prepared in accordance with the legislation and practice in force on its date of publication. The name of the Ministry granting permission for the formation of joint stock companies and the procedures for formation and registration may have changed since then. You are advised to consult a lawyer for the current position.<\/p>\n<\/div>\n<details class=\"pm-ic\" open>\n<summary>Contents<\/summary>\n<ol>\n<li><a href=\"#tanim\">Definition and purpose of a joint stock company<\/a><\/li>\n<li><a href=\"#kurulus\">How is a joint stock company established?<\/a><\/li>\n<li><a href=\"#esas-sozlesme\">What the articles of association must contain<\/a><\/li>\n<li><a href=\"#sermaye\">Ayni ve nakdi sermaye<\/a><\/li>\n<li><a href=\"#izin-tescil\">Ministry permission, registration and publication<\/a><\/li>\n<li><a href=\"#kaynak\">Source used<\/a><\/li>\n<li><a href=\"#sss\">Frequently asked questions<\/a><\/li>\n<li><a href=\"#iletisim\">Consultation request<\/a><\/li>\n<\/ol>\n<\/details>\n<section id=\"tanim\">\n<h2>Definition and Purpose of a Joint Stock Company<\/h2>\n<p>Whereas in partnerships non-material contributions (e.g. personal labour) come to the fore, a joint stock company is a type of capital company, so the important element here is capital, and anyone who subscribes to this capital may, as a rule, acquire the status of shareholder.<\/p>\n<p class=\"pm-tanim\">Under the Turkish Commercial Code, <em>\u201ca joint stock company is a company whose capital is definite and divided into shares, and which is liable for its debts only with its own assets.\u201d \u201cShareholders are liable to the company only to the extent of the capital shares they have undertaken to provide.\u201d<\/em> (TCC art. 329\/1-2)<\/p>\n<h3>Purpose of a joint stock company<\/h3>\n<p>Joint stock companies <strong>not prohibited by law<\/strong> <strong>for any economic purpose and subject<\/strong> may be formed.<\/p>\n<\/section>\n<section id=\"kurulus\">\n<h2>How Is a Joint Stock Company Formed?<\/h2>\n<p>Under the TCC, <em>who undertake shares and<\/em> the natural and legal persons who sign the articles of association are the founders. It should be noted that the obligation to sign the articles of association is laid down only for the founders; no such obligation applies to those who join the company at a later stage.<\/p>\n<blockquote class=\"pm-kanun\">\n<p>\u201cthe company is established when the founders declare, in articles of association that have been drawn up in accordance with the law and in which they unconditionally undertake to pay the entire capital, and whose signatures are certified by a notary or signed before the trade registry director or deputy director, their intention to form a joint stock company.\u201d<\/p>\n<p><cite>Turkish Commercial Code, Art. 335\/1<\/cite><\/p><\/blockquote>\n<p>Under the Code, <em>\u201cthe company is established when the founders declare, in articles of association that have been drawn up in accordance with the law and in which they unconditionally undertake to pay the entire capital, and whose signatures are certified by a notary or signed before the trade registry director or deputy director, their intention to form a joint stock company.\u201d <\/em>(TCC art. 335\/1)<\/p>\n<p>The formation process described in the article consists of the following stages:<\/p>\n<ol class=\"pm-adimlar\">\n<li><strong>Drafting the articles of association<\/strong><span>The articles of association are drawn up in accordance with the law and include the matters listed in the law.<\/span><\/li>\n<li><strong>Subscription of capital<\/strong><span>The founders unconditionally undertake to pay the entire capital.<\/span><\/li>\n<li><strong>Certification of signatures<\/strong><span>The signatures are certified by a notary, or the articles of association are signed in the presence of the trade registry director or deputy director.<\/span><\/li>\n<li><strong>Ministry permission, if required<\/strong><span>Ministry permission is required for the formation of certain companies such as banks and insurance companies.<\/span><\/li>\n<li><strong>Tescil ve ilan<\/strong><span>The company is registered with the trade registry of the place where its head office is located and published in the Turkish Trade Registry Gazette.<\/span><\/li>\n<\/ol>\n<\/section>\n<section id=\"esas-sozlesme\">\n<h2>What the Articles of Association Must Contain<\/h2>\n<p>The articles of association shall set out the following matters:<\/p>\n<ul class=\"pm-liste\">\n<li>a) The trade name of the company and the place where its head office is to be located.<\/li>\n<li>b) The business purpose of the company, with its essential points specified and defined.<\/li>\n<li>c) The capital of the company and the nominal value of each share, together with the manner and conditions of their payment.<\/li>\n<li>d) Whether the share certificates are to be registered or bearer certificates; the privileges attached to particular shares; restrictions on transfer.<\/li>\n<li>e) Rights and assets in kind contributed as capital other than money; their values; the number of shares to be issued in return for them; where a business or an asset in kind is taken over, the consideration for it; and the price of the goods and rights purchased on the company\u2019s account by the founders for the establishment of the company, together with the amount of any fee, allowance or reward to be paid to those who render services in the establishment of the company.<\/li>\n<li>f) The benefits to be derived from the company\u2019s profit by the founders, the members of the board of directors and other persons.<\/li>\n<li>g) The number of members of the board of directors and which of them are authorised to sign on behalf of the company.<\/li>\n<li>h) How general assemblies are to be convened; voting rights.<\/li>\n<li>\u0131) Where the company is limited to a fixed term, that term.<\/li>\n<li>i) How announcements concerning the company are to be made.<\/li>\n<li>j) The types and amounts of the capital shares undertaken by the shareholders.<\/li>\n<li>k) The accounting period of the company.<\/li>\n<\/ul>\n<\/section>\n<section id=\"sermaye\">\n<h2>Contributions in Kind and in Cash in a Joint Stock Company<\/h2>\n<p>In joint stock companies the capital may be contributed in kind or in cash.<\/p>\n<div class=\"pm-ikili\">\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Ayni sermaye \u00b7 TTK m. 342<\/p>\n<p><strong>Capital in kind<\/strong> as; <em>\u201casset items that are free of any limited right in rem, attachment or injunction, that can be valued in money and transferred \u2014 including intellectual property rights and virtual environments \u2014 may be contributed as capital in kind. Service undertakings, personal labour, commercial reputation and receivables that are not yet due may not be contributed as capital.\u201d<\/em> (TCC art. 342)<\/p>\n<\/div>\n<div class=\"pm-kart\">\n<p class=\"pm-etiket\">Capital in cash<\/p>\n<p><strong>Capital in cash <\/strong>as regards<strong> \u201c<\/strong>At least twenty-five per cent of the nominal value of the shares undertaken in cash is paid before registration, and the remainder within twenty-four months following the registration of the company.\u201d<\/p>\n<\/div>\n<\/div>\n<p>The capital in kind contributed, and any businesses and assets in kind to be taken over on formation, are valued by experts appointed by the commercial court of first instance at the place where the company\u2019s head office is to be located. The founders and interested parties may object to this report.<\/p>\n<\/section>\n<section id=\"izin-tescil\">\n<h2>Ministry Permission, Registration and Publication<\/h2>\n<h3>Cases requiring Ministry permission<\/h3>\n<p>As a rule, no ministerial permission is required for the formation of a joint stock company. Permission from the Ministry is, however, required for the formation of companies such as banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies and insurance companies.<\/p>\n<h3>Registration and publication of the company<\/h3>\n<p>The entire articles of association of the company are registered with the trade registry of the place where the company\u2019s head office is located and published in the Turkish Trade Registry Gazette within thirty days following the formation of the company, following the obtaining of permission in the case of joint stock companies to be formed with the permission of the Ministry of Customs and Trade, and, for other companies, in accordance with the provision on the notarial certification of the articles of association.<\/p>\n<div class=\"pm-not\">\n<p class=\"pm-etiket\">Acquisition of legal personality<\/p>\n<p>The company acquires legal personality upon registration with the trade registry; registration therefore has constitutive effect.<\/p>\n<\/div>\n<\/section>\n<section id=\"kaynak\">\n<h2>Source Used<\/h2>\n<ul class=\"pm-liste\">\n<li><strong><em>Tamer Bozkurt, <\/em><\/strong><em>Corporate Law<\/em><\/li>\n<\/ul>\n<\/section>\n<p class=\"pm-dipnot\">Related legislation: <a href=\"https:\/\/www.mevzuat.gov.tr\/mevzuat?MevzuatNo=6102&amp;MevzuatTur=1&amp;MevzuatTertip=5\" target=\"_blank\" rel=\"noopener\">Turkish Commercial Code No. 6102<\/a> (mevzuat.gov.tr)<\/p>\n<section id=\"sss\" class=\"pm-sss\">\n<h2>Formation of a Joint Stock Company: Frequently Asked Questions<\/h2>\n<details open>\n<summary>How is a joint stock company established?<\/summary>\n<div>\n<p>Under Art. 335\/1 of the TTK, the company is formed when the founders declare their intention to form a joint stock company in articles of association drawn up in accordance with the law, in which they unconditionally undertake to pay the entire capital and whose signatures are certified by a notary or in the presence of the trade registry director or deputy director.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>Who are considered founders of a joint stock company?<\/summary>\n<div>\n<p>TTK&#8217;ya g\u00f6re pay taahh\u00fct edip esas s\u00f6zle\u015fmeyi imzalayan ger\u00e7ek ve t\u00fczel ki\u015filer kurucudur. Esas s\u00f6zle\u015fmeyi imzalama zorunlulu\u011fu yaln\u0131z kurucular i\u00e7in \u00f6ng\u00f6r\u00fclm\u00fc\u015ft\u00fcr.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>What may be contributed as capital in kind?<\/summary>\n<div>\n<p>TTK m. 342&#8217;ye g\u00f6re \u00fczerinde s\u0131n\u0131rl\u0131 ayni hak, haciz ve tedbir bulunmayan, nakden de\u011ferlendirilebilen ve devrolunabilen malvarl\u0131\u011f\u0131 unsurlar\u0131 konulabilir. Hizmet edimleri, ki\u015fisel emek, ticari itibar ve vadesi gelmemi\u015f alacaklar sermaye olamaz.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>When is cash capital paid?<\/summary>\n<div>\n<p>At least twenty-five percent of the nominal value of shares subscribed in cash is paid before registration, and the remainder within twenty-four months following the company's registration.<\/p>\n<\/div>\n<\/details>\n<details>\n<summary>When does a joint stock company acquire legal personality?<\/summary>\n<div>\n<p>The company acquires legal personality upon registration with the trade registry of the place where its head office is located; registration has constitutive effect.<\/p>\n<\/div>\n<\/details>\n<\/section>\n<section id=\"iletisim\" class=\"pm-form-kap\">\n<div class=\"pm-form-sol\">\n<p class=\"pm-etiket\">Consultation request<\/p>\n<h2>Do you have a question about forming a joint stock company?<\/h2>\n<p>As UTU Hukuk Dan\u0131\u015fmanl\u0131k, we provide legal and advisory services in the field of Company Law.<\/p>\n<p>Fill in the form and we will call you. You can also contact us directly:<\/p>\n<ul class=\"pm-kanal\">\n<li><a href=\"tel:+905365931600\">+90 536 593 16 00<\/a><\/li>\n<li><a href=\"mailto:bilgi@utuhukuk.com\">bilgi@utuhukuk.com<\/a><\/li>\n<\/ul>\n<\/div>\n<form class=\"pm-form\" data-alan=\"\u015eirketler Hukuku\" novalidate action=\"\">\n<div class=\"pm-alan\"><label for=\"pm-ad\">Full name *<\/label><input id=\"pm-ad\" name=\"ad\" type=\"text\" autocomplete=\"name\" required><\/div>\n<div class=\"pm-alan\"><label for=\"pm-tel\">Phone *<\/label><input id=\"pm-tel\" name=\"tel\" type=\"tel\" autocomplete=\"tel\" inputmode=\"tel\" required><\/div>\n<div class=\"pm-alan\"><label for=\"pm-mail\">Email<\/label><input id=\"pm-mail\" name=\"mail\" type=\"email\" autocomplete=\"email\"><\/div>\n<div class=\"pm-alan\"><label for=\"pm-konu\">Your situation in brief<\/label><textarea id=\"pm-konu\" name=\"konu\" rows=\"4\" placeholder=\"\u00d6rne\u011fin: \u0130ki ortakla anonim \u015firket kurmay\u0131 d\u00fc\u015f\u00fcn\u00fcyoruz, esas s\u00f6zle\u015fme ve sermaye konusunda bilgi almak istiyoruz.\"><\/textarea><\/div>\n<div class=\"pm-bal\" aria-hidden=\"true\"><label for=\"pm-web\">Website<\/label><input id=\"pm-web\" name=\"website\" type=\"text\" tabindex=\"-1\" autocomplete=\"off\"><\/div>\n<p><label class=\"pm-onay\"><input name=\"kvkk\" type=\"checkbox\" required> <span>I consent to the processing of my personal data for this request and to being contacted.<\/span><\/label><br \/>\n<button type=\"submit\">Send request<\/button><\/p>\n<p class=\"pm-durum\" role=\"status\" aria-live=\"polite\">\n<input type=\"hidden\" name=\"trp-form-language\" value=\"en\"\/><\/form>\n<\/section>\n<footer class=\"pm-imza\">\n<div class=\"pm-imza-logo\" aria-hidden=\"true\">UTU<\/div>\n<div>\n<p class=\"pm-imza-ad\">UTU Hukuk ve Dan\u0131\u015fmanl\u0131k<\/p>\n<p>Since 2016 it has been providing legal and advisory services in Ankara in many areas, labour law in particular. <a href=\"https:\/\/utuhukuk.com\/en\/corporate-law\/\">Our company law practice \u2192<\/a><\/p>\n<p class=\"pm-uyari\">This article is for general information only and does not constitute legal advice. You are advised to consult a lawyer about your specific situation.<\/p>\n<\/div>\n<\/footer>\n<\/div>","protected":false},"excerpt":{"rendered":"<p>The joint stock company is a common type of capital company, favoured in particular by large-scale enterprises. Companies of this kind have a professional structure, both in terms of their organisation\u2026<\/p>","protected":false},"author":1,"featured_media":438,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"elementor_canvas","format":"standard","meta":{"footnotes":""},"categories":[3],"tags":[],"class_list":["post-139","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-sirketler-hukuku"],"_links":{"self":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/139","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/comments?post=139"}],"version-history":[{"count":4,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/139\/revisions"}],"predecessor-version":[{"id":696,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/posts\/139\/revisions\/696"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/media\/438"}],"wp:attachment":[{"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/media?parent=139"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/categories?post=139"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/utuhukuk.com\/en\/wp-json\/wp\/v2\/tags?post=139"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}