Company Registration Process

Company Name Registration

Registering a company name in the Mersin Free Zone involves several critical steps to ensure compliance with Turkish regulations and to establish a unique and legally acceptable trade name. Here's a detailed guide to assist you through the process:

1. Selecting a Unique Trade Name:
   • Uniqueness: Your chosen company name must be distinct and not identical or confusingly similar to existing registered names in Turkey. It's essential to conduct a thorough search in the Turkish Trade Registry to confirm the availability of your desired name.
   • Language Considerations: Foreign words can be included in the company name, provided they do not conflict with Turkish laws, public order, or cultural values.
2. Compliance with Naming Regulations:
   • Prohibited Terms: Certain words are restricted or require special permission when used in company names. For instance, terms like "Türk," "Türkiye," "Cumhuriyet," or "Milli" (translating to "Turkish," "Turkey," "Republic," or "National") can only be used with explicit consent from the Council of Ministers. Additionally, the name should not mislead third parties or contradict public order and morals.
   • Mandatory Inclusions: The company name must reflect the primary business activity and include the appropriate legal entity designation, such as "Limited Şirketi" for a Limited Liability Company or "Anonim Şirketi" for a Joint Stock Company. This inclusion clarifies the company's structure and scope of operations.
3. Company Name Approval & Trade Registry Registration
   1. Submit Name Approval Request to the Trade Registry Office
      • Once a unique name is chosen, a name approval request must be submitted to the Mersin Trade Registry Office.
      • If approved, the company name is reserved for registration.
   2. Company Registration Process Begins
      • After name approval, the company must be legally registered before applying for an Operating License.
      • This includes:
        • Notarizing Articles of Association
        • Obtaining a Tax Identification Number (TIN)
        • Registering with the Mersin Chamber of Commerce
   3. Publication in the Turkish Trade Registry Gazette
      • Once the company registration is finalized, the trade name is officially published in the Turkish Trade Registry Gazette, making it legally recognized.
   
   Important Considerations Based on Circular No. 1998/4:
   • Export Orientation: Companies are expected to prioritize export activities, ensuring that a significant portion of their production or trade is directed abroad.
   • Existing Businesses: Entities already operating in Turkey or internationally may receive priority during the evaluation process.
   • Capital Allocation and Accounting: Branches operating within the Free Zone must allocate specific capital for their Free Zone operations and maintain separate financial records from their main company.
   
   

   Adhering to these detailed steps and considerations will facilitate a smoother application process for obtaining a Free Zone Activity/Operating License in Turkey.

4. Draft the Articles of Association (AoA)
   • Compliance with Circular No. 1998/4: The AoA must be prepared in line with the guidelines set forth in Circular No. 1998/4. For instance, terms like "purchase-sale" should be used instead of "import-export" to align with Free Zone terminology. Additionally, the company's headquarters should be specified as being within the Free Zone, and the company's duration should at least match the duration of the Activity License. Any future changes to the company's title, purpose, headquarters, or duration require prior approval from the Free Zones Directorate before registration.
5. Notarization of Documents
   • Notarize the AoA and Board Resolutions: Once the AoA is prepared, it must be notarized along with any relevant board resolutions. This step ensures the legal authenticity of the documents.
6. Register with the Mersin Chamber of Commerce
7. Submission of Documents: Submit the notarized AoA, board resolutions, and other required documents to the Mersin Chamber of Commerce.
8. Obtain a Tax Identification Number (TIN): As part of the registration process, the company must obtain a TIN for tax purposes. This can be done by applying to the local tax office or through the official online portal.
9. Register with the Trade Registry Office
10. Final Registration: After completing the above steps, submit all necessary registration documents to the Trade Registry Office.
11. Commercial Registration Certificate: Upon successful registration, the company will receive a Commercial Registration Certificate, officially recognizing its establishment within the Free Zone.

By meticulously following these steps, businesses can ensure a compliant and efficient registration process within Turkey's Free Zones.