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Turkey Self Employment
Existence setting up Turkey
The AG / open corporation
1. Universal (Turkish AG)
After articleot. 269 of the Turkish HGB is the open corporation a company with the own juridical personality and is answered for the liabilities "bonds" of the company towards the creditors only with the company property.
Turkish open corporation: AktionärstreffenSie has a joint stock "an ordinary capital" disassembled in stocks. But this norm "standard" cannot be understood as a definition of the open corporation in the sense that always then when the named criteria are fulfilled such a company would be. Since also a GmbH is a company with the same "identical" properties. Whether the companions want to organize thus or differently "else", stays empty to them. Eine AG is if the companions choose this legal form and a suitable entry follows in the trade register. Farther "further" regulations, are to be noticed, the capital market law contains. The legal form of the AG is compelling for banks, insurances, leasing companies and investment companies prescribed.
The AG is a stock corporation, detached by the personality of her "their" companions. The capital participation is authoritative. Hence, the inventory "stock" of the AG is the companion independent of an Auswechselung. She becomes a juridical person with the entry in the trade register and exists "consists" of at least five natural or juridical persons who trace a common "joint" economic purpose "target".
With the entry in the trade register becomes the AG Trägerin of rights "laws" and duties, independent of the companions. Just as the other trading companies becomes the AG businessman with the entry in the trade register.
Besides, the AG owns an own property. She maintains a company and is based on a contract. A certain share capital is planned as a least capital.
As already explained, the companions with her "their" personal property are not liable "stick not". Basically the companions are equal. From this basic concept the AG is invested as the public company which is open to a wide investor circle.
The open corporation in Turkey knows two setting up forms:
The unit setting up according to articleot. 303 of the Turkish HGB and the step setting up according to articleot. 281 following of the Turkish HGB. In the practise the unit setting up the verbreiteteste form of the AG, because her "their" setting up - is to be dealt with in contrast to step setting up - is substantially easier "simpler" in Turkey.
2. Setting up (Turkish AG)
A) Unit setting up
The unit setting up is characterized by the fact that the companions take over all stocks of the company by setting up of the AG in the approach. The setting up itself follows as follows:
Statement of the statute
The statement of the statute selects the beginning of the unit setting up. In the statute the form of the unit setting up is to be ascertained It requires "takes" the notarial authentification of the signatures of all setting up members. The statute must show a certain least capacity. This sits down from the company purpose, the company, the seat of the company, the kind "way" and height of the share capital, the number of her
Stocks as well as the regulation "stipulation" of her "their" nominal value and the duration "length" of the company together. In addition "moreover", the members of the board of governors (executive board) and the controllers (also controllers "revisers" named) are to be ordered "appointed" in the statute.
License "Authorization" by the commercial ministry
The license "authorization" of the statute by the commercial ministry is compulsory. With the application "motion" the statute with six notarially accredited issues "copies" is to be submitted. A bank confirmation about the least inserts is necessary no more. An actual one of the companions a juridical person, is to the application "motion" an issue "copy"
To add of accession decision of the responsible organs. The commercial ministry checks beside the legitimacy of the statute also their "her" economic effectiveness. Depending on the economic alignment of the company, the special lawful regulations "controls" is defeated, additional bases "documents" can
Payment "Deposit" of the share capital
The family chapter of the AG amounts nowadays to 50 billions TL (approx. 33,300.00) and it is enough "satisfies" if the companions hand in "deposit" a liability explanation to the payment in the social contract.
Entry and announcement "public notice"
According to articleot. 300 of the Turkish HGB the entry has to follow for the final establishment of the AG in the trade register and then this is to be announced in the trade register sheet. The certificate of the trade register and the social contract is to be added the application "motion". With entry the company acquires juridical personality.
As far as the named requirements are fulfilled, the activity can be recorded.
B) Step setting up
The step setting up is characterized by the fact that in the setting up stage the founders take over a share "part" of the stocks themselves and the rest "remainder" is accommodated with the audience "public". The formal liquidation "transaction" resembles the unit setting up with the following specific features "peculiarities":
* Statement and signing the statute,
* License "Authorization" of the statute by the capital market committee,
* License "Authorization" by the industry ministry and commercial ministry,
* Entry with the capital market committee,
* License "Authorization" by the setting up meeting,
* 10% of the share capital are to be deposited on a locking account of the company,
* Registration of the stocks for the audience "public" with the capital market committee.
* From the committee "board" as necessary respectable information are to be recorded in a brochure. The brochure is to be registered within 15 meeting after the entry of the stocks on the trade register and to announce.
* The audience "public" is to be requested by circular to the stock drawing.
* A setting up meeting is to be called up.
The Turkish HGB intends as a least requirement three organs, the board of governors, the general assembly and the controllers.
The board of governors is chosen by the general assembly. He leads "manages" and represents "substitutes" the company outwardly. The circumference of the representative office is delimited by the object of the company. The board of governors exists "consists" of at least three natural persons who must be at the same time stockholders of the AG. Here the AG differs from the GmbH where the manager must not be a companion. As far as non-stockholders are chosen in the board of governors, these must become afterwards stockholders. With the members in
Board of governors must not concern it around Turkish citizens "nationals".
The statute can contain regulations "controls" after which the representative office of the board of governors on a manager "director" will transmit. The members of the board of governors may be ordered "appointed" at most in the long run from three years, nevertheless, can be re-elected.
Within the scope of the management "board" the executive board is liable "sticks" towards the stockholders for a proper management "board". The board of governors members can be made responsible in certain exception situations for actions by the company, the single stockholder and the company creditors.
The general assembly is the decision organ. She "it" is as an uppermost organ authoritatively for all important and essential decisions in the interest of the company.
The controllers embody the function of a supervisory board. They exist "consist" of maximum five persons and supervise the activity of the AG and the executive board. The members of this committee must not be stockholders. They become by the setting up for the duration "length" of one year, ordered "appointed" accordingly for three years. It is important,
the fact that juridical persons can likewise carry out the functions of a controller. Indeed, the membership of foreign natural or juridical persons is attached to a certain rate to the Turkish nationality.
Only if this is fulfilled, a foreigner can be a controller.
4. Legal position of the companions and their "her" liability
After articleot. 269 of the Turkish HGB the share capital of the AG is split in stocks. Member is everybody which acquires the stock of the AG or subscribes. From the membership arise "surrender" a huge number of rights "laws" and duties for the stockholder. A duty of the stockholder is the performance of the cash investment assumed by him "it". A freeing "an exemption" from this duty is excluded "expelled" as well as to claim back the possibility the insert "deposit".
The same counts "applies" to this concerning the capital like for the GmbH.
They must introduce a least cash investment according to the capital market law. If the number is the companion smaller than 5, the AG is to be liquidated. The stocks are in a certain nominal value. They embody the rights "laws" and duties of the stockholder. After the Turkish HGB it is allowed to extend the capacity of the membership legal of the stockholder by the statute or to limit.
For instance, the acquisition of a preferential stock thereby gets possible. The transmission "download" of the shares of an AG is not approval-liable in contrast to GmbH.
This signifies that the shares of a companion are disposeable independent of the cocompanions. Nevertheless, these rights "laws" can be limited by the statute. The stock documents are bonds "securities" which are either in the owner "holder" or in his "its" name. The AG is liable "sticks" only with her "their" company property. Hence, the companions are not liable "stick not" with her "their" personal property for liabilities "bonds" of the AG. Besides, counts "applies"
of course an exception concerning the insert "deposit" of the companions.
Within the scope of the management the executive board is liable "sticks" for a proper management "board" towards the stockholders. With abuse facts of the matter the liability of single members of the executive board is conceivable towards the stockholders or company creditors. Basically an Exkulpationsmöglichkeit exists "consists". As far as the supervisory board
his "its" office shops not properly leads, a liability can likewise meet this.
5. The capital
The joint stock "ordinary capital" of the AG may according to articleot. 272 of the Turkish HGB not less than 50 billions TL
(approx. 33,300.00 euro) lie. It can be introduced in the form of money or material performances. After the Turkish HGB it is not necessary to pay the whole "complete" sum immediately. It is enough "satisfies" if on the part of the companions in the statute a liability explanation is handed in "deposat" concerning the payment.
6. Resolution and ending
The resolution of the company is in the following cases legally "by law" in articleot. 434 of the Turkish HGB regulated: nevertheless, by the expiry "the order of events" of the period "term" certain in the statute (this period "term" can be also extended), achievement of the company purpose or his "its" Unmöglichwerden, loss by two thirds of the corporate capital and absence of a decision of the general assembly, Fusionierung with other companies,
Lowering of the share capital, dropping of the number of the stockholders under five, entry "admission" of a resolution reason planned in the statute, absence of a legally "of a by law" planned organ, impossibility of the meeting of the general assembly, bankruptcy opening. The resolution is to be registered on the trade register.
7. Specific features "Peculiarities"
The accounting duty of the AG is defeated by a lawful regulation "control" which should be taken seriously. Furthermore the Turkish tax legal knows the various taxes which are unknown to the German tax legal. The display and advertisement tax, communication tax, environmental sales and fund sales are called "mentioned".
For the rest farther "further" expenses come up "fall" by the setting up of the company to the companions. These are notarial expenses which amount to 1% of the setting up capital, a handling charge for the town "city" i. H "no.". v. 50 millions TL (330.00) as well as the fees with the trade register.
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