corporation – Muhasebe News

Is it possible to draw up freight invoices to a domestic corporation in foreign exchange?

MuhasebeNews — Tue, 20 Nov 2018 14:30:34 +0000

SUBJECT

About drawing up freight contracts and invoices in foreign exchange.

QUESTION

Can a logistics company draw up the freight invoice that is in foreign currency to a domestic corporation in foreign exchange according to the circular of procedures and principles regarding the identification of contract values in foreign exchange?

(15.11.2018 09:19)

ANSWER

It is possible to draw up an invoice in foreign exhange.

Source: Ismmo
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

Basic Information about Corporation According to Turkish Code of Commerce

MuhasebeNews — Mon, 22 Oct 2018 13:25:59 +0000

1- What does “Corporation” Mean?
Corporation means a company whose capital is specified and shared and which is in charge of its own assets because of its debits. (Article 329 of the Turkish Code of Commerce)

2- What is the field of activity of a Corporation?
Corporations can be found for all kinds of economic goals and subjects that are not forbidden by law. (Article 331 of the Turkish Code of Commerce)

3- What is the minimum amount of capital for Corporations?
The original capital referring to the committed capital in articles of incorporation cannot be less than 50.000 Turkish Lira. On the other hand, the initial capital in non-public corporations, who accept the registered capital system showing maximum realm of authority given to Board of Directors for capital increase, cannot be less than 100.000 Turkish Lira. (Article 332 of the Turkish Code of Commerce)

4- How many partners are needed in order to establish a Corporation?
There should be one or more than one founders in order to establish a Corporation. (Article 338 of the Turkish Code of Commerce)

5- When should a Corporation make payments for capital in cash?
25% of par value of subscribed capital in cash should be paid before the registration and the rest should be paid within 24 months after the registration. However, the absolute amount of premiums on issued shares should be paid before the registration. (Article 344 of the Turkish Code of Commerce)

6- What is the borrowing prohibition of Corporation shareholders?
Shareholders cannot become indebted to the company until they fulfill liabilities due (which come out because of capital subscription) and the profit of the company (with free reserves) becomes equal to losses of previous periods. (Article 358 of the Turkish Code of Commerce)

7- Members of the Board of Directors in Corporations
There are one or more than one members in the Board of Directors who are appointed with the articles of incorporation or by the Board of Directors. (Article 359 of the Turkish Code of Commerce)

8- What is the term of Office of Board of Directors?
The term of office of Board of Directors should be maximum 3 years. Unless indicated otherwise in the articles of incorporation, the same person can be appointed again. (Article 362 of the Turkish Code of Commerce)

9- Can a member of the Board of Directors be suspended from his/her duty earlier?
Even if they are appointed with the articles of incorporation, members of the Board of Directors can be suspended from their duties earlier on condition that there is a provision related to the agenda or there is a justified reason (even if there is no provision related to the agenda). Legal entity who is a member of the Board of Directors can change the person being the representative on behalf of it. (Article 364 of the Turkish Code of Commerce)

10- Which Board Administrate the Corporation?
A Corporation should be administrated and represented by the Board of Directors. (Article 365 of the Turkish Code of Commerce)

Source: the Turkish Code of Commerce Numbered 6102

Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither MuhasebeNews nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.

Can A Corporation Transfer Its Board Task?

MuhasebeNews — Sat, 20 Oct 2018 07:00:36 +0000

The Board of Directors in Corporations assign a chairman among its members and at least one deputy chairman (in order to act for the chairman in case he/she is absent) every year.

In the articles of incorporation, it is envisioned that the chairman and the deputy chairman or one of them can be assigned by the Board.

The Board can establish a committee or a commission (there can be Board members among them) in order to control the general situation, prepare a report that will be submitted to the Board, enforce of its decisions and internal audit.

By inserting a provision to the articles of incorporation, The Board can be authorized to assign partially or completely responsibility to some Board members or to the third persons in line with its internal directive.

This internal directive organizes corporate management, defines necessary tasks and positions, and determines who depends on whom and who is subject to submit information.

On request, the Board gives information in written form about this internal directive to the shareholders or creditors who convincingly present their interests.

As long as the administration is not transferred, it belongs to all of the Board members.
(Article 366-367 of Turkish Commercial Code No 6102)

Source: Turkish Commercial Code No 6102

If the Corporation is handed over after it goes into Action, How Can the Transferor and the Transferee Benefit from Reduced Corporate Tax?

MuhasebeNews — Thu, 16 Aug 2018 14:00:04 +0000

If the Corporation is handed over before it goes into action or after it partially or completely goes into action, the transferor and the transferee may benefit from reduced corporate tax as they fulfill the conditions stated below:

1- If the Corporation is handed over before it goes into action: The transferee can benefit from reduced corporate tax if they fulfill all the conditions stated in the related legislation.

2- If the Corporation is handed over before it goes into action: It is not possible for the transferor to benefit from reduced corporate tax with reference to that corporation.

3- If the Corporation is handed over after it partially or completely goes into action: The transferor (from the date of reduced corporate tax until the transfer date) and the transferee (after the transfer) can benefit from it as they fulfill all the conditions stated in the related legislation.

Source: Corporate Tax Law

Put Equity Share in Writing and Do Not Pay Taxes While Selling It!

MuhasebeNews — Fri, 27 Apr 2018 12:00:01 +0000

Make Use of Putting Equity Shares of Corporations in Writing!

WHAT ARE THE ADVANTAGES OF PUTTING EQUITY SHARES OF CORPORATIONS IN WRITING?
*If equity shares of corporations are sold off by gaining profit 2 years later after putting them into writing, they are not subject to income tax no matter how much the earnings cost.

Sample: A Corporation which had a sole stockholder and whose authorized capital was 50.000 TL put bearer stock in writing in 15.02.2014 and delivered it to the sharer.

The sharer sold his/her equity shares off in exchange for 2.000.000 TL in 16.06.2016. The sharer gained profit valuing at 1.950.000 TL by selling these equity shares off and he/she would not pay income tax.

Unless these equity shares are put in writing, the sharer should pay income tax valuing of 674.250 TL for the income valuing at 1.950.000 TL.

-In order to make use of these advantages, after the establishment of Corporation, subscribed capital should be paid and soon after the equity shares should be put in writing. The last condition is 2-year waiting period.

Source: Revenue Administration

Is It Obligatory To Provide A Ministry Representative In Incorporate General Meetings?

MuhasebeNews — Sun, 22 Apr 2018 12:00:26 +0000

In Which Incorporate General Meetings Should There Be a Ministry Representative?
There should be a ministry representative in incorporate general meetings listed below and in second meetings made in the event of adjournment of these meetings;

1- In all the general meetings whose incorporation and the amendment of articles of incorporation are subject to ministerial permission,
2- In other companies, if the agenda is
2.1- Capital increase or decrease,
2.2- Switching to the registered capital system and vice versa,
2.3- The increase in the upper limit of registered capital,
2.4- The amendment in the articles of incorporation related to the alteration in the subject of activity,
2.5- Merging,
2.6- Separation,
2.7- General meetings about the change in kind of Corporation,
2.8- The general meetings of some companies which allow the authority to attend the meeting electronically,
2.9- All the general meetings done abroad,
2.10- Privileged shareholders’ special general meetings done abroad.

It is not compulsory for a ministry representative to be present at the general meetings except from the ones listed between 2.1 and 2.6 and at the privileged shareholders’ special general meetings,

Can a Ministry Representative be called in the general meetings even if it is not compulsory?
A ministry representative can be assigned if people who convene the participating committee members request and this demand are considered appropriate by the tasking authority.

For the meetings in which a ministry representative is required, the applications made directly to the participating committee for the assignment of a Ministry representative by persons other than the conveners will not be taken into consideration.

This request should be made to the company in order to present it for consideration of tasking authority on condition that the shareholders constituting 1/10 of the capital give justification. The conveners should send this request to the tasking authority.

In the meetings where a ministry representative is required, the decisions made in the absence of ministry representative are not valid.

The person, who is assigned as a ministry representative in general meeting, should be presented to the related registry of commerce.

Source: The regulations about the Ministry of Customs and Trade Representative attending to the general meetings and the procedures and principles of these meetings of Stock Companies.

When Will You Become a Social Insurant?

MuhasebeNews — Sun, 22 Apr 2018 06:00:54 +0000

According to the Insurance Law no. 5510, the insurance contingency begins;
1- when the insured person starts working, vocational education, internship or attending a course.

2- One will become a social insurant;
– when the tax obligation of the income tax payers, ordinary partnerships in Partnership Company, working partners and commanditairies in limited partnerships, association of ship-owners starts.
– When the Corporation of the shareholders of a limited company and the working partners in limited partnerships with share capital should be registered by the Trade Register Office.
– When the shareholders, who are the board member in a joint stock company, is appointed to the board of directors.
– When a person, who is exempt from income tax, registers in the Union of Chamber of Merchants and Craftsmen.
– When a person, who do agriculture pro se and is self-employed, notify his/her agricultural activities within one year; if not, he/she will become a social insurant when it was notified.
– When a village headman or neighborhood mukhtar is elected and when he/she gets to work referring to his/her certificate.

3- For people being social insurant within the scope of bend C,
– Starting date of employment,
– Start date of education at schools will be taken into consideration.

***People being exempt from income tax and people doing agriculture pro se and being self-employed should take the opinion of Professional organizations which are ordained about recording and registration.

Source: The Insurance Law No. 5510 (Article 7)
Date: 26 January 2017

What is the Partnership and Capital Structure in Corporations?

MuhasebeNews — Mon, 03 Jul 2017 15:20:49 +0000

1- WHAT IS THE CAPITAL STRUCTURE IN CORPORATIONS?
Corporations are established by one or more than one real person or legal entity under a commercial name. Its capital is defined and divided into shares and it is only responsible for its own assets for its debts. Capital base is 50.000 TL for the companies which accept original capital system and each share is worth 1 kurus and the multiples of it.

2- HOW MANY SHAREHOLDERS CAN ESTABLISH A CORPORATION?
Corporations can be established with 1 shareholder. If the number of shareholders exceeds 250, that Corporation will be subject to the regulations of Capital Markets Board.

Source: Turkish Code of Commerce

If a Legal Entity Becomes a Partner during Incorporations, What Should be Done?

MuhasebeNews — Fri, 30 Jun 2017 08:58:53 +0000

Legal entities can be assigned to the Board of Directors in Corporations and Limited Companies; however, real person(s) representing legal entities cannot be assigned as a Member of Board or a Director. If a legal entity is assigned, there should be a real person assigned as a representative.

There should be participation decision made by a legal entity. This participation decision should be notarized; furthermore, capitalization and its representative should be stated.

Source: Turkish Code of Commerce

What is the Liquidation Process in Corporations?

MuhasebeNews — Thu, 29 Jun 2017 11:42:12 +0000

If the following conditions are fulfilled, Corporations will go into liquidation.
1- Despite of expiry, unless Corporation virtually stays in business and the business hasn’t been turned into indefinite period and anticipated period of time in articles of incorporation expires.
2- If the field of operation actualizes or the actualization becomes impossible.
3- If one of sunset clauses stated in articles of association takes place.
4- With the general assembly resolution in accordance with 3rd and 4th clauses of article 421.
5- If there is a decision to go into liquidation.
6- Conditions anticipated by laws.

Source: Turkish Code of Commerce