Anonim Şirket (A.Ş.)

What is a Joint-Stock Company (A.Ş.)?

Every joint-stock company is also a legal entity. Its capital structure is divided into shares distributed among the shareholders. Shareholders have a say in proportion to their contribution to the company's capital. Companies with large-scale investments generally structure their professional commercial activities through joint-stock companies.

What are the Features of a Joint-Stock Company?

Companies with a partnership structure operating according to legal procedures differ from other company types by the number of participants, capital distribution, taxation methods, and profit-sharing methods.

Number of Shareholders and Liabilities

There is no upper limit regarding the number of shareholders for an A.Ş. structure. For the lower limit, a minimum of one real or legal person is sufficient. The liability of the stakeholders increases or decreases in proportion to the capital they put into the company. Therefore, their personal assets are independent of the company's debts in terms of liability.

Capital Structure and Share Distribution

The shares of the participants in the capital constitute the main backbone of companies with a legal entity. These shares are represented as stock certificates and can be transferred upon request. The dividend and voting rights of the participants are determined based on their share ratio.

Taxation System

Companies with a partnership capital structure are subject to corporate tax and pay taxes on annual earnings at rates determined by the state.

Profit Distribution and Reserve Funds

The profit earned at the end of the year is distributed to the shareholders in proportion to their shares after setting aside the reserve funds, which serve as the company's security fund.

How is a Joint-Stock Company Established?

The establishment process becomes official after the necessary documents are completed and the relevant registrations are created.

Required Documents and Application Stages

In capital companies, the articles of association of the company are prepared first. Then, documents such as signature declarations, ID photocopies, and capital declarations are prepared, and the application stage begins.

Trade Registry and MERSİS Procedures

The application is made through MERSİS (Central Registry Record System). Upon approval of the application, the registration procedures are carried out by the trade registry directorate.

Tax Office and SGK (Social Security Institution) Registrations

For the company to commence its activities, after the trade registry record, a tax number must be obtained from the tax office. Afterwards, the Social Security Institution (SGK) registrations of the employees must be completed.

How is a Multi-Partner Joint-Stock Company Established?

In companies with more than one shareholder, the share ratio of each partner is added to the articles of association. In addition to the share ratios, management powers are also clearly stated in the articles of association. The registration process is completed with the signatures of all partners.

How Much Does It Cost to Establish a Joint-Stock Company?

It is difficult to give an exact figure as the establishment cost varies depending on the field of activity, capital amount, notary expenses, and trade registry fees. However, in general, it can be said that as the scale of the company grows, the establishment costs also increase.

Differences Between a Joint-Stock Company and a Limited Liability Company

Joint-stock companies and limited liability companies are independent structures. The capital requirements, corporate structures, management, tax liabilities, share transfers, and partnership structures of these two company types are based on different principles.

Capital Requirement

The minimum capital amount required for the establishment of joint-stock companies is higher compared to limited liability companies.

Corporate Structure and Management

In the A.Ş. model, there are two main organs in the decision-making processes of businesses: the general assembly and the board of directors. In the limited company model, management processes are at a much simpler level.

Tax Liabilities

The tax liabilities (withholding tax, VAT, employee income tax) of capital companies and limited companies are similar. However, both the financial reporting and auditing processes of capital companies are more comprehensive.

Share Transfer and Partnership Structure

In partnership companies, shareholders can easily transfer their shares without the need for notary approval. In limited companies, the transfer process is more restricted and subject to certain procedures. Since the A.Ş. model is a system based on shareholders' share ratios, a change in shareholders does not affect the legal personality of the company.

What are the Advantages of a Joint-Stock Company?

Joint-stock companies offer many advantages for both investors and businesses because the liabilities of the partners are limited, they can be easily established with low capital, and they are a suitable model for small and medium-sized enterprises.

Limited Liability Principle

The liabilities of shareholders are limited only to the capital they have committed. Limited liability reduces the risks of investors and provides them with financial security.

Easy Setup and Lower Capital

Today, with developments in digital technologies, the establishment process can be completed in very short periods. Especially in some sectors, it is possible to establish a company even with very small capital.

Suitability for Small and Medium-Sized Enterprises

Advantages such as a flexible management system, easy access to investment opportunities, and the ability to transfer shares make joint-stock companies a suitable model for small and medium-sized enterprises.

What are the Disadvantages of a Joint-Stock Company?

As well as advantages, these companies also have certain disadvantages. These disadvantages generally arise from some difficulties in share transfer and the excess of legal obligations.

Difficulties in Share Transfer

Although share transfers are easy, in some cases, transfer transactions can become complicated due to disagreements among shareholders.

Reason for Not Being Preferred by Some Investors

In addition to having a lot of legal liabilities, this model may not be suitable for every investor due to detailed reporting obligations.

Financing Support for a Joint-Stock Company

It is possible to benefit from various sources in terms of providing financing support. Growth targets can be achieved by selling shares, increasing capital through state-supported programs, or using participation-based financing methods.

Partnership Structure and Changes in Joint-Stock Companies

The partnership structure can change over time through capital increases, share transfers, or the participation of new partners. For these changes to be valid, a general assembly resolution is required.

Adding or Removing a Partner

Adding a new partner to the company can be done by increasing the capital or transferring shares from existing partners. Removing a partner becomes official by transferring the shareholder's shares to another partner and removing them from the partnership structure.

Share Transfer Transactions

Share transfer transactions are carried out through stock certificates. The new shareholder is granted authority in proportion to the capital they invest.

Liquidation and Closing Process of a Joint-Stock Company

The liquidation process can only take place if certain legal procedures are fulfilled. The legal personality of the company can be terminated after the official procedures specified in the commercial code are completed.

Reasons for Liquidation

A liquidation decision can be taken for various reasons such as the end of the company's establishment purpose, bankruptcy situations, partners' decisions, or legal obligations.

Liquidation Procedures and Official Processes

In the liquidation process, liquidation officers are primarily appointed as specified in the law. During the process, debts are paid, receivables are collected, and remaining assets are distributed to partners in proportion to their shares. Finally, the closing procedures are completed by deleting the trade registry record.

Required Documents for Joint-Stock Company Establishment

The main documents to be prepared when applying to the Trade Registry Directorate are as follows:

• Chamber Registration Declaration for Legal Entities (signed by company officials),
• Petition (signed by the entire Board of Directors),
• Commitment prepared in accordance with Article 24 of the Trade Registry Regulation (signed by the entire Board of Directors),
• Book Delivery Instruction signed by Company Partners/Officials,
• 4 copies of the articles of association approved in the presence of a Notary or authorized personnel at the Trade Registry Directorate,
• Bank letter indicating that at least the minimum amount of share values specified in the law or articles of association has been paid (If the capital is committed in cash in whole or in part, at least ¼ of it must be paid before registration),
• Receipt showing that four ten-thousandths of the capital has been deposited into the Chamber's desk as the Competition Authority share,
• Expert reports prepared by a court-appointed expert determining the value of businesses and properties to be taken over during establishment with the contributed in-kind capital, and annotation letters to be obtained from the relevant registry,
• Permission or favorable opinion letter for companies whose establishment is subject to the permission of the Ministry,
• Signed declaration document stating that the board members elected from outside the shareholders accept the duty (including nationality, Turkish ID/Tax No details),
• If a legal entity is a board member, a notarized competent organ decision regarding the determination of the real person who will act on its behalf,
• Signature declarations arranged in the presence of a notary for those authorized to represent,
• If a legal entity becomes a partner; participation decision, signature circular, identity card photocopy, and photograph of the representative,
• Electronic Commercial Book System Transaction Authorization Notification Form.

Frequently Asked Questions