company formation – Ongur Partners

COMPREHENSIVE GUIDE TO COMPANY FORMATION IN TURKEY

Ongur Partners Law Firm — Fri, 27 Dec 2024 00:34:23 +0000

Company Formation in Turkey. Turkey has long been a prime location for business ventures due to its strategic position, vibrant economy, and access to global markets. Whether you’re an entrepreneur looking to expand your operations into new territory or an investor seeking opportunities, understanding the process of company formation in Turkey is crucial. In this guide, we’ll take a detailed look at the process of setting up a business in Turkey, the associated costs, the role of company formation agents, and other essential considerations.

Company Formation in Turkey

Company formation in Turkey is a relatively straightforward process, but it requires a thorough understanding of the legal framework and local regulations. The Turkish government has made several reforms in recent years to attract foreign investors, providing a more business-friendly environment. The most common business structures for foreigners are limited liability companies (LLCs) and joint-stock companies (JSCs). Each has its own benefits depending on the type of business and level of investment.

The general procedure involves registering the company with the Trade Registry Office, obtaining necessary tax identification numbers, and fulfilling certain legal and financial requirements. The minimum capital required varies depending on the company type, but in general, setting up a limited liability company requires a minimum of TRY 10,000 (approximately USD 500). The procedure typically takes a few weeks, depending on how quickly the documentation is completed.

Company Formation Agent in Turkey

While setting up a business in Turkey is possible to manage on your own, many foreign investors prefer to hire a company formation agent in Turkey. These professionals assist in navigating the complex bureaucracy, ensuring that all legal and regulatory requirements are met. Company formation in turkey agents are well-versed in the local business laws, tax regulations, and required documentation.

A company formation agent in Turkey can offer several key services, such as:

Assisting with the selection of the appropriate business structure (LLC, JSC, or others).
Handling the application process with the Turkish Trade Registry.
Managing the legal and administrative aspects, such as drafting articles of association.
Arranging the required licenses and permits for specific industries.

By using a company formation agent in Turkey, you reduce the risk of errors and delays in the registration process. The expertise and local knowledge provided by these agents can save you significant time and effort.

Company Formation Agents in Turkey

There are numerous Company formation in turkey that specialize in helping foreigners set up businesses. These agents offer tailored services depending on the type of business you wish to establish, ensuring compliance with Turkish laws while making the process smoother and more efficient.

Some of the top benefits of working with experienced company formation agents in Turkey include:

Expert Guidance: Company formation agents help you understand the nuances of Turkish business laws, making it easier to select the right business structure.
Document Preparation: These agents prepare and submit all required documents to the relevant authorities, ensuring that no steps are overlooked.
Opening Bank Accounts: In many cases, foreign investors are required to open a Turkish business bank account. Company formation agents can facilitate this process.
Ongoing Support: Post-formation support, such as tax consultation and bookkeeping, can also be provided by agents, helping your business run smoothly after registration.

Company Formation in Turkey Cost

The cost of company formation in Turkey can vary depending on several factors, including the type of company, the complexity of the setup, and whether or not you hire professional services. On average, company formation in Turkey costs between TRY 1,000 to TRY 5,000 (USD 50 to USD 250), excluding other associated fees.

The main costs involved in company formation include:

Notary and Registration Fees: These are necessary for official documentation and registering the business with the Turkish Trade Registry.
Capital Requirements: The capital requirement varies depending on the type of company. For a limited liability company (LLC), the minimum required capital is TRY 10,000. For a joint-stock company (JSC), it is typically higher.
Service Fees for Agents: If you hire a company formation agent in Turkey, their service fees can vary depending on the package you choose, which typically ranges from TRY 2,000 to TRY 10,000.
Other Costs: Additional costs may arise for obtaining licenses, setting up a business address, and paying for legal consultations.

Cost of Company Formation in Turkey

The cost of company formation in Turkey is relatively affordable compared to many other European and Middle Eastern countries. The total expenses involved in setting up a business will depend on the company structure, the number of partners, and whether professional services are engaged.

For example, a limited liability company (LLC) typically requires a minimum capital of TRY 10,000. However, if you use a company formation agent, you will need to factor in additional fees for their services. These services can range from document preparation to handling the legal procedures with the Trade Registry.

It’s important to remember that the initial formation cost is just one aspect of doing business in Turkey. Other ongoing costs, such as tax payments, accounting services, and employee salaries, should also be considered in your overall budget.

Formation Company in Turkey

A formation company in Turkey refers to businesses or agencies that specialize in helping individuals or organizations set up their new ventures in the country. These companies typically provide end-to-end solutions for both local and foreign investors, covering everything from legal registration to finding office spaces and offering post-formation support.

Engaging a formation company in Turkey ensures that all the processes are completed quickly and accurately. These companies understand local customs, regulations, and the practical steps involved in establishing a business in Turkey.

New Company Formation in Turkey

New company formation in Turkey follows a clear set of steps to ensure compliance with local laws. While the process may seem daunting at first, the system is designed to be accessible for both Turkish nationals and foreign investors. The steps to follow for new company formation in Turkey are:

Choosing a Business Structure: This is one of the most crucial steps. Foreigners typically opt for an LLC or JSC, with each having distinct benefits and requirements.
Registering the Company Name: The company name must be approved by the Turkish Trade Registry Office.
Drafting the Articles of Association: This is a key legal document that governs how the company will be run.
Opening a Bank Account: You’ll need to deposit the required capital into a Turkish bank account before final registration.
Final Registration: Once all documentation is in place, the company will be registered, and you can begin your operations.

While setting up a new company formation in Turkey can take time, it is streamlined and straightforward if done with the help of professionals.

How Much Does It Cost to Start a Business in Turkey?

The overall cost of starting a business in Turkey can vary depending on the nature of your business and the type of company you want to form. On average, setting up an LLC might cost between TRY 5,000 to TRY 10,000, depending on additional services such as legal advice or using a company formation agent.

For those planning on starting a more complex business like a joint-stock company, the costs can rise significantly due to the higher minimum capital requirements. However, Turkey’s business setup costs are generally competitive compared to other countries in the region.

Cost of Company Formation in Turkey with One Partner

If you’re planning to set up a company with only one partner, such as a sole proprietorship or a single-member LLC, the costs are generally lower than those for companies with multiple shareholders. In the case of a limited liability company with one partner, the minimum capital requirement remains at TRY 10,000. The overall costs, however, will depend on whether you choose to use a company formation agent or handle the registration yourself.

Hiring an agent for a single-member company formation is optional but can help ensure the process goes smoothly. Fees for agents may range from TRY 2,000 to TRY 5,000, depending on the complexity of the setup.

Can a Foreigner Set Up a Company in Turkey?

Yes, foreigners can set up a company in Turkey. In fact, Turkey is increasingly becoming a popular destination for foreign investment. There are no specific restrictions on foreign ownership, and foreigners can fully own and manage a company in Turkey.

However, there are certain legal requirements to meet, such as registering with the Turkish Trade Registry, obtaining a tax identification number, and opening a Turkish business bank account. It is advisable for foreign investors to consult a local legal advisor or company formation agent to ensure compliance with all necessary regulations.

How Do I Set Up a Limited Company in Turkey?

Setting up a limited company (LLC) in Turkey involves several key steps:

Select a Company Name: Choose a unique name for your LLC and ensure it is available for registration.
Prepare Documentation: This includes your passport or ID, proof of address, and any relevant permits or licenses.
Deposit the Required Capital: The minimum capital requirement for an LLC is TRY 10,000.
Register the Company: Submit all the necessary documents to the Turkish Trade Registry Office.
Obtain Tax and Social Security Numbers: You must register with the tax office and obtain social security numbers for employees.

The entire process can be completed in about one to two weeks if all documentation is in order.

How Long Does It Take to Set Up a Company in Turkey?

The time it takes to set up a company in Turkey typically ranges from one to three weeks. However, the exact time depends on how quickly you can gather the required documents, open a business bank account, and complete any additional legal formalities. If you hire a company formation agent, the process can be expedited.

Which Business Is Most Profitable in Turkey?

The most profitable business sectors in Turkey vary, but some of the top industries include:

Construction and Real Estate: Turkey’s booming real estate market has attracted significant foreign investment in turkey.
Tourism and Hospitality: With its rich history and cultural heritage, Turkey is a top tourist destination.
E-commerce: Online shopping has grown exponentially in Turkey in recent years.
Food and Beverage: Turkish cuisine is globally recognized, and businesses in this sector continue to thrive.

How Much Bank Balance Is Required for Turkey Business Visa?

To apply for a business visa in Turkey, you generally need to show that you have a minimum bank balance of around USD 1,500 to USD 2,000. However, this amount may vary depending on the nature of your business and your visa type. It’s important to consult with Turkish consulates or embassy staff for specific requirements.

Company Formation in Turkey with Ongur Partners

Turkey is a dynamic business hub that continues to attract foreign investors and entrepreneurs due to its strategic location, growing economy, and ease of doing business. For those looking to establish a company in Turkey, Ongur Partners stands out as a trusted firm offering expert services in company formation. This article provides an overview of the process of company formation in Turkey, focusing on the role of Ongur Partners in facilitating this journey.

Why Choose Ongur Partners for Company Formation in Turkey?

Ongur Partners is a leading firm specializing in how to open a company in turkey and legal services in Turkey. The firm offers comprehensive support to local and foreign entrepreneurs who want to establish a business in Turkey. By working with Ongur Partners, business owners gain access to professional advice and a seamless process for setting up their companies.

Some key reasons to choose Ongur Partners for company formation in Turkey include:

Expert Legal Knowledge: Ongur Partners has a deep understanding of Turkish business laws and regulations, ensuring that your company complies with all legal requirements.
Comprehensive Service: Ongur Partners offers a full range of services, from company registration and tax number applications to obtaining work permits and legal consultations.
Custom Solutions: The firm tailors its services to meet the specific needs of each client, helping businesses of all sizes and industries navigate the setup process smoothly.
Multilingual Support: As many foreign investors are involved in company formation in Turkey, Ongur Partners provides support in multiple languages, making the process accessible for non-Turkish speakers.

The Process of Company Formation in Turkey with Ongur Partners

Setting up a company in Turkey involves several steps, which can be simplified with the help of Ongur Partners. Here’s an outline of the process:

1. Choosing the Right Business Structure

The first step in company formation in Turkey is selecting the most appropriate legal structure. Foreigners often opt for a Limited Liability Company (LLC) or a Joint Stock Company (JSC). Ongur Partners helps clients assess the benefits of each option, considering factors such as the number of partners, liability concerns, and business goals.

For most small to medium-sized businesses, an LLC is the most common structure, requiring a minimum capital of TRY 10,000. Ongur Partners ensures that the company’s structure aligns with the client’s business strategy and local regulations.

2. Company Name Reservation and Approval

Once the company structure is decided, the next step is choosing a name for the business. Ongur Partners assists clients in checking the availability of the company name with the Turkish Trade Registry. The firm also handles the reservation and approval process, ensuring that the chosen name complies with Turkish legal requirements.

3. Preparation of Documents

Ongur Partners prepares all the necessary documentation for company formation, including the Articles of Association and other legal documents required for registration. These documents define the company’s operational structure, shareholder responsibilities, and capital allocation. Ongur Partners ensures that all legal documents are drafted correctly to avoid delays or complications during the registration process.

4. Bank Account Setup and Capital Deposit

For LLCs, the Turkish government requires a minimum capital investment of TRY 10,000. This capital must be deposited into a Turkish bank account before the company can be registered. Ongur Partners helps clients open a business bank account in Turkey, facilitating the deposit of capital and ensuring compliance with the necessary banking regulations.

5. Company Registration

With all documents in place and the capital deposited, Ongur Partners submits the required paperwork to the Turkish Trade Registry. The firm manages the entire registration process, ensuring that your company is legally recognized in Turkey. Once the registration is complete, the company is issued a trade registration certificate, which is essential for conducting business legally in Turkey.

6. Obtaining Tax Identification Number and Social Security Registration

Every business in Turkey needs to register for a tax identification number (TIN) with the Revenue Administration. Ongur Partners handles this registration process on behalf of the client. Additionally, if the company will have employees, Ongur Partners helps with the registration of social security and health insurance requirements with the Social Security Institution (SGK).

7. Post-Formation Services

After the company is successfully established, Ongur Partners continues to offer a range of post-formation services, including accounting, tax consulting, and legal support. These services ensure that your company stays compliant with Turkish laws and regulations while focusing on business growth.

Key Benefits of Working with Ongur Partners for Company Formation

1. Efficiency and Speed

Setting up a company in Turkey can be a time-consuming process, especially if you’re unfamiliar with the local bureaucracy. Ongur Partners streamlines the company formation process, ensuring that all necessary steps are completed efficiently and within the required timeframes. Their expertise allows them to anticipate and address potential challenges, significantly reducing the time it takes to get your business up and running.

2. Cost-Effective Services

Ongur Partners offers competitive pricing for company formation services in Turkey. While the cost of setting up a company can vary depending on the complexity of the business and the services required, Ongur Partners provides transparent pricing and helps clients minimize additional expenses. They can advise clients on the most cost-effective options while ensuring full compliance with Turkish laws.

3. Expertise in Taxation and Legal Matters

Navigating the tax system and legal requirements in Turkey can be challenging for foreign investors. Ongur Partners offers valuable guidance on how to structure your business to optimize tax liabilities and ensure compliance with local regulations. They also provide legal services to help resolve any issues related to contracts, disputes, or other legal matters.

4. Ongoing Support

The support doesn’t end after your company is formed. Ongur Partners offers ongoing services, such as bookkeeping, tax returns, auditing, and more, ensuring that your business runs smoothly. Their team of professionals is always available to assist with any legal or administrative challenges you may encounter as your business grows.

Company Formation Costs with Ongur Partners

The cost of company formation in Turkey can vary depending on various factors, including the type of business, the legal structure, and the specific services required. While the minimum capital requirement for an LLC is TRY 10,000, additional costs arise for professional services such as those provided by Ongur Partners. These costs typically cover:

Company Registration Fees: This includes government fees for registering the company with the Trade Registry.
Legal and Administrative Fees: Ongur Partners charges a fee for preparing legal documents, articles of association, and handling the registration process.
Bank Account Setup and Capital Deposit: While the bank deposit is a requirement, Ongur Partners also helps with the logistics of opening the account and depositing capital.
Post-Formation Services: These may include accounting, tax consultation, and other ongoing legal services.

Ongur Partners offers customized packages based on the needs of the client, helping you get the best value for the services you require.

Conclusion

Company formation in Turkey is a practical and accessible process, especially with the help of a reputable firm like Ongur Partners. Whether you are starting a new business or expanding your existing operations into Turkey, Ongur Partners offers the expertise, guidance, and local knowledge necessary for a successful setup. From the initial planning stages to post-formation support, Ongur Partners ensures that your company is set up quickly, legally, and efficiently, allowing you to focus on growing your business in one of the world’s most exciting markets

INVEST IN TURKEY: LEGAL GUIDE FOR FOREIGN INVESTORS IN TURKEY

Ongur Partners Law Firm — Thu, 19 Dec 2024 09:52:27 +0000

Turkey is becoming an important destination for foreign investors due to its strategic location, growing economy and pro-business policies. For foreign investors, whether an individual or a multinational company, understanding Turkish law is essential to ensure a smooth investment process. This blog post highlights the key legal considerations and the importance of obtaining expert legal services in Ankara to maximize your investment success to invest in Turkey.

Why Invest in Turkey?

Turkey acts as a bridge between Europe, Asia and the Middle East, providing proximity to major global markets. The main reasons to invest in Turkey are:

invest in Turkey

Young, skilled and educated workforce
Solid infrastructure for logistics and digital connectivity
Competitive incentives and simplified investment procedures
A growing economy with stable GDP growth

Foreign investors are actively supported by the Turkish Government through tax advantages, sector-specific incentives and legal protections. However, compliance with Turkish law is essential to avoid legal obstacles.

Key Legal Considerations for Investors

Company Formation and Structures

While the Turkish Commercial Code No. 6102 has many business structures, it is very important for foreign investors to choose the right business structure under the relevant law to invest in Turkey.

Limited Liability Company: Best for small and medium-sized businesses. A Limited Liability Company is an organization formed by one or more legal or natural persons to carry out commercial activities.
Joint Stock Company: Ideal for larger companies. A joint stock company is a company whose capital is fixed and divided into shares and is liable for its debts only with its assets.
Branch Office : It is the expansion of existing businesses. Branches are defined as places and sales outlets that are affiliated to a commercial enterprise and where industrial and commercial activities are carried out on their own, regardless of whether they have independent capital or accounting, whether in the registry circle where the head office is located or in another registry circle.
Liaison Office : An office opened by a foreign company to operate in the Turkish market is called a liaison office. These offices provide information and support services.

The process includes drafting the Articles of Association, registering with the Trade Registry, obtaining tax numbers and opening a bank account. Working with a english speaking lawyer ensures that this process is efficient and harmonized.

Compliance with Investment Laws

Law No. 4875 on Foreign Direct Investment guarantees equal treatment for foreign investors, guarantees for profit transfers abroad and access to arbitration in disputes. However, investors also need to comply with some additional regulations in Turkish legislation. These include sectoral regulations, environmental legislation for the protection of the environment, obligations under competition law and the Law on the Protection of Personal Data.

Seeking expert legal advice to fulfill the requirements of these laws is important to ensure full compliance and avoid potential penalties. An experienced law firm in Ankara can help investors navigate these complex regulations and assist in obtaining the necessary permits and approvals to invest in Turkey.

Taxation and Incentives

According to Turkey’s tax legislation, the corporate tax rate that companies are obliged to pay is 25%. The Turkish Republic’s double taxation avoidance agreements with more than 80 foreign countries provide for relief in this regard. Basically, to give examples of incentives in Turkey;

Tax exemptions in free trade zones
Regional investment support with reduced tax rates
Research and Development (R&D) incentives

A qualified tax lawyer can help you optimize your tax strategy and maximize benefits.

Real Estate Investment: Legal Framework

While Turkey’s booming real estate market offers attractive opportunities for foreign investors, it is crucial to obtain proper legal guidance in the property purchase process to invest in Turkey. In this process, confirming the suitability of the property requires attention, especially in restricted areas. In addition, verifying the title deed, obtaining a valuation report and completing the sale transaction at the Land Registry Office are essential steps. Hiring the best lawyer in Turkey and an experienced Ankara lawyer can ensure clean title deed transfers through due diligence and meticulously carry out the necessary legal actions to avoid disputes.

Employment and Labor Laws

Knowing the labor laws when hiring employees in Turkey is vital for both employers and employees. There are some basic points to be considered in this process. For example, according to Turkish labor laws, the standard working week is limited to 45 hours. Employees are entitled to severance pay after completing one year of service, while employers are required to make regular mandatory social security contributions. In addition, employers who employ foreign workers are required to comply with work permit regulations under the International Labor Law No. 6735. Getting support from lawyer to ensure that all these legal obligations are fulfilled smoothly and permit applications are made correctly helps employers avoid potential legal risks and carry out business processes safely.

Resolution of Legal Disputes

Turkey offers several effective mechanisms for dispute resolution. Commercial disputes are generally settled in Turkish courts under the Civil Procedure and Turkish Commercial Code. The competent court for commercial cases is the Commercial Courts of First Instance. In addition, arbitration in Turkey is also often a preferred remedy, as it offers significant advantages in terms of confidentiality and efficiency, as well as faster results compared to domestic courts. Turkey also supports international arbitration by signing the New York Convention. Although Turkey has several arbitration centers, the Istanbul Arbitration Center (ISTAC) is the most common arbitration center in practice.

In addition, a limited number of specialized arbitration lawyer in Turkey will provide you with the best service in your commercial disputes in local or foreign arbitration centers. Hiring an experienced arbitration lawyer in Ankara can assist you at every stage of the litigation process, representing your interests in the best way possible and ensuring a favorable outcome.,

Why Work with an International Law Firm?

Understanding Turkish law and resolving disputes from an outsider’s perspective can sometimes be complicated, but working with an international law firm is key to protecting your investment. Legal experts can provide strategic advice on company formation, compliance processes and incentives, helping you to build your business in a healthy way. They also conduct due diligence, mitigate potential risks and secure your property rights. Experts also provide guidance on contract drafting and negotiations. With litigation and arbitration support, they offer solutions to protect your business. As the administrative center of Turkey, Ankara is home to the most experienced lawyers who can offer you tailored solutions to protect your business and fulfill legal requirements.

Tips for Safe Investments

Another reason to invest in Turket is that Turkey’s vibrant economy and investor-friendly policies offer unique opportunities in real estate, manufacturing, technology and more. However, legal expertise is essential for a successful investment journey.

By working with an international law firm in Ankara, investors can ensure compliance, minimize risks, position their businesses for long-term success and gain from hiring the best legal services. If you are looking for reliable legal services to guide you through the process, contact us today for personalized support tailored to your business needs.

COMPANY FORMATION IN ITALY

Ongur Partners Law Firm — Wed, 01 Jul 2020 11:47:19 +0000

COMPANY FORMATION IN ITALY

Introduction

Turkish and Italian businesses’ interaction and mutual operations are on the increase, thanks to the development of the economic and commercial relations between the two countries and the Turkish business actors’ increased presence in the international commercial world.

In the context of these operations, company establishment procedures play an extremely important role, so much so that, as lawyers who are specialized in company formation in Italy, we frequently receive questions regarding these issues. It is particularly common for Turkish companies planning to engage in long term operations in Italy and Italian companies planning to do business in Turkey to set up overseas companies in both countries. In this note, to provide guidance to investors, we outline the general procedures regarding the establishment of types of companies in Italy and highlight the important points relating to this process.

Company types regarding Italian Law

As in most other legal systems, there are different types of Italian companies and partnerships that can be chosen depending on the purposes and priorities of the underlying business in Italy. It is therefore important to primarily analyze the needs of the business or the entrepreneur in the company establishment phase, to be able to determine the correct company or partnership type.

The types of companies and partnerships regulated in Italian law are the following;

Limited company (Srl – Societa a responsabilita limitata), joint-stock company (SpA – Societa per azioni), partnership divided into shares (SapA – Societa in accomandita per azioni), collective company (SNC – Societa in nome collettivo), commandite company (SAS – Societa in accomandita semplice), cooperative and sole proprietorship.

The most preferred company types by foreign investors in Italy are:

Limited company (Societa a Responsibilita Limitata – Srl)

Limited company is the most preferred type of company in Italy by foreign investors because it provides more flexibility compared to other company types in both the establishment and management processes. The responsibilities of the partners are limited to their shares in the company in this company type.

Joint-stock company (SpA – Societa per azioni) in Italy,

In Italy, the joint-stock company is preferred for conducting large-scale economic and commercial activities with large numbers of investors who wish to do business in Italy.

Branch offices and representations in Italy,

It is also possible for companies that are established in Turkey to set up a branch or representative office. Doing business in Italy through branches and representative offices is a frequently preferred way by foreign and Turkish investors.

Company Formation Procedures in Italy

The Company Formation Procedure

Company establishment in Italy consists of the steps listed below and it can be stated that a company can be established on an average of 5-7 business days. The steps listed below can be carried out personally in Italy, or it can also be carried out via Turkish lawyers who speak Italian without having to go to Italy, or through law offices working in cooperation with Italy.

ONGUR & Partners Law Firm has been providing legal services relating to company establishment procedures in Italy for more than 15 years in the most effective and reliable way. We deliver fast and effective legal services to both our Turkish and Italian clients thanks to our lawyers based in Milan and Rome in collaboration with our lawyers located in Turkey. Most importantly, we provide the fastest and the most reliable outcomes in preparing the required documents, as our lawyers are also sworn interpreters, especially in Italian and Turkish languages.

Preparation of Company Articles of Association and Company Bylaws

Within the scope of company establishment procedures in Italy, the bylaws and the articles of association of the Italian company that will be established must be prepared. As in many legal systems, the articles of association of an Italian company contain the issues regarding representation, management, the shares of partners, share types, and transfers.

However, unlike the Turkish legal system, in the Italian system, the articles of association must be prepared by notaries, and together with the bylaws, signed by the partners before a notary public. With the power of attorney issued by our clients to our Italian or Italian speaking Turkish lawyers, we carry out the company formation procedures without the need for our clients to travel to Italy. Following this process, the company established in Italy must be registered in the company registration units at the chamber of commerce located in the region where the company will operate within 30 days. The said registration is also carried out by our lawyers.

Registration and payment of the company capital

In order for the company’s articles of association to be approved by the notary public, the amount of the subscribed capital must be included in the articles, and the required portion of the said amount must be deposited in the bank account of the Italian company before the approval.

Obtaining a Tax Number

Similar to the system in Turkey, it is mandatory for real and legal persons who have business operations in Italy to have a tax number given by the Italian government. Tax numbers can be obtained from the Finance Offices or Italian Embassies outside of Italy.

Obtaining Mandatory books

The Italian legal system requires both S.P.A. and S.R.L.’s books and financial records to be kept. The acquisition and maintenance of these books following the registration process is important in order not to be subject to any sanctions.

Social security Transactions

After the company establishment procedures in Italy, if personnel needs to be employed, the company’s establishment should also be registered with the Social Security Unit and the Occupational Accidents Insurance Unit.

Branch Establishment Procedure in Italy (Filiale)

Similar to the establishment of a company in Italy, the establishment of branch offices of foreign companies in Italy is also carried out by way of relevant documentation prepared before the notaries.

In order for the branch office to be registered in Italy, it is necessary to submit the resolution of the main company’s board of directors to set up the branch office, the identity of the authorized branch manager, the shareholders’ resolution authorizing the branch manager, the articles of association of the company, as well the certificate of good standing, to the relevant trade registry’s regional directorate.

Following the signing of the declaration of establishment with the documents listed above before the Italian notary public, the establishment of the branch is registered at the relevant chamber of commerce, and that the branch office has commenced its activities is notified to the Revenue Administration. As with all stages of company establishment in Italy, during this phase as well, our Italian-speaking lawyers ensure that these transactions’ are completed quickly and safely.

There is no minimum capital requirement to open a branch office in Italy. It must however be reminded that branches are also subject to the same bookkeeping rules of limited companies in terms of their financial records and keeping their books. It is therefore recommended that Turkish companies wishing to set up branches in Italy obtain financial consultancy services.

Liaison Office Establishment Procedure in Italy (Ufficio di Rappresentanza)

Liaison offices are created by an easier method than companies and branch offices in Italy, and are generally for market research and marketing purposes. For this reason, liaison offices may not engage in income-generating commercial activities.

In order for a Liaison office established in Italy to commence its activities, it must be registered in the Trade Registry. For this registration, the company’s certificate of good standing must be submitted together with the relevant resolution of the company relating to the establishment of the liaison office.

Liaison offices are not subject to bookkeeping or tax obligations to the aforementioned organizations.

Other Important Issues

Minimum Required Capital Amounts

The amount of the minimum required capital for different company types are as follows:

Limited companies established in Italy (s.r.l.) have a minimum capital requirement of EUR1. The capital can be paid in cash or in-kind or subscribed. If the subscribed capital in cash is between 1,00-10.000,00 EUR, all of this amount, if it is above EUR 10,000, a minimum of 25% of this amount must be paid during establishment. In addition, if the company is established by a single founder, the entire amount of the capital must be paid during the establishment. Therefore, Turkish companies wishing to establish a company in Italy must clearly determine their founding capital at the outset, and, in case they intend to establish a single-partner limited company, they must deposit the company capital in the company’s bank account during the establishment process.
The minimum amount of capital for joint-stock companies (S.P.A.) is EUR 50.000,00. At least 25% of the capital in cash, or the entirety of the capital in-kind must be paid during the establishment of the joint-stock company in Italy. In addition, if the company has a single founder, all of the capital must be paid in during the establishment.

Company Partners

There are no nationality, residence, or number limitations for the founders of S.R.L. ‘s and S.P.A.’s established in Italy. That being said, only real persons can hold the title of shareholder in S.R.L.s with capitals between EUR1-10.000,00. As a result, it is not possible under Italian Commercial Law for legal entities to have the titles of founder or partner if the company’s capital does not exceed EUR 10.000,00.

Company Management

The matters relating to the management of companies in Italy are very flexible and can be determined by the founders of the company in the articles of association. Thus, it is possible to appoint one or more managers, to authorize these managers with respect to certain operations or departments, or to authorize them to exercise their powers individually or jointly.

In addition to the above, there are no conditions such as being a company partner; being a citizen of Italy, or being a resident in Italy for the persons to be appointed as company managers in the companies established in Italy, [1]

[1] In this respect, only the condition of reciprocity is sought for the citizens of non-EU states.