It is permissible under professional regulations for individuals who hold a Certified Public Accountant (CPA) license and work as independent professionals to operate at the same physical address.

However, financial advisors cannot share an office with commercial companies that are not their peers. According to professional regulations, it is not possible for a CPA and a commercial company to operate at the same address.

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Can CPAs be partners in a company?

One of the questions that Certified Public Accountants (CPAs) may have or be uncertain about is whether they can be a partner in another company while working independently under the CPA title. Here are some brief questions and answers on this topic.

To summarize: CPAs who operate independently can be a partner or shareholder in a limited company or joint-stock company engaged in CPA activities. They can also be the authorized manager or board member of these companies. However, it is important that the company in which they are a partner or shareholder also conducts CPA activities. In this case, both the CPA individual firm and the CPA Ltd. or Inc. can operate together.

A person engaged in CPA activities as an independent professional cannot be an authorized manager or board member of a Ltd. or Inc. in a different line of business, but they can be a shareholder without having signing authority in commercial companies.

We want to establish a CPA company with another CPA, but can we continue our independent professional activities for another 6 months to 1 year?

Yes, you can.

I am working independently. I also want to open a CPA company. Can both be active at the same time?

Professionals with individual tax liability (GV) can establish or become a partner in a professional company.

If we, as Certified Public Accountants, are 50% shareholders in a limited company where we provide accounting services, will we be considered commercial profit earners?

Professionals can be partners in commercial companies without any share limit.

However, they cannot be managers in the company. They are not subject to commercial restrictions.

The commercial activity is conducted by the legal entity, and the responsible person is the manager.

Is there any restriction on being both the company’s CPA and auditor in a newly established joint-stock company?

Auditing of joint-stock companies was abolished with the new Turkish Commercial Code (TCC) from 2011.

Companies meeting certain conditions are subject to independent audits.

The person performing independent audits cannot simultaneously provide accounting services to the audited company.

Can a professional who operates an independent office work for another company as a Social Security Institution (SGK) employee without using the CPA title?

A professional (CPA) continuing their professional activities as an income tax taxpayer cannot work under an employment contract (dependent) with any employer, regardless of their title or position.

Can I open a tourism business in another room of the office I am renting, even though the company will not be my tenant and will rent from the main company?

A room in the office entered from the same door cannot be rented to a taxpayer engaged in commercial activities. A CPA and a taxpayer engaged in commercial activities cannot operate in the same apartment or independent section, even if in separate rooms.

However, a CPA can share the space in question with another CPA.

As a self-employed CPA, I want to establish a limited company. Can I engage in consulting, training, online sales, etc.?

Professionals can be partners in commercial companies. However, they cannot be managers (board members, chairman).

As an independent CPA, can I be a partner in a limited company?

You can be a partner in multiple commercial companies as long as you are not a manager or authorized signatory. You can provide services through professional contracts with the companies you are a partner in.

I have been appointed as a liquidator by the court. However, I am an independent professional. Can I accept this role?

As a liquidator, you represent and are responsible for the liquidation of a commercial firm, which falls under trade restrictions. Independent professionals cannot be liquidators

Source: Istanbul Chamber of Certified Public Accountants
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.

Is it possible to transfer the shares of an incorporated company to shareholders or non-shareholders when necessary? What are the transactions to be carried out?

It is possible to transfer the shares of an equity company to the shareholders or third parties. For transactions that are subject to permission in accordance with the special provisions and law, the transfer may take place by getting the permissions.

However, share transfers in the trade registry are not subject to registration and therefore, they are not registered. The decisions taken through declaration for transactions that are subject to registration such as changing into a single share, changing the single share or changing into multiple shares from a single share are registered.

Source: İSMMMO
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.

The sole shareholder of the incorporated company who is a foreign legal entity went bankrupt with a court decision. What happens to the incorporated company in this case? Should it be closed immediately by applying to the commercial court of first instance due to bankruptcy?

If the company abroad was closed due to bankruptcy, a lawsuit should be filed at the commercial court of first instance to liquidate the company and assign a liquidator. If the company abroad is not closed yet, the general board may take the decision of liquidation.

Source: İSMMMO
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.

1- HOW VOTING POWER IS CALCULATED IN LIMITED COMPANIES?
1.1- Voting power of limited companies is calculated according to join stock’s nominal par.
1.2- If higher amounts were not decided on corporate charters, each 25 Turkish lira gives righting vote.
1.3- However, corporate charters can restrict shareholders having more than one voting right.
1.4- Shareholder has at least one voting right.
1.5- If it is decided on corporate charter, written vote can be given.
1.6- Corporate charter can also issue voting right as voting right to each shareholder without depending on nominal par. In that case Shareholder’s minimum voting right cannot be less than the total voting right of the other shareholders.

2- IN WHICH CASES COMPANY’S PROVISIONS ARE NOT IMPLEMETED?
Company contract provisions are not implemented on the below mentioned conditions;
2.1- Auditors’ elections
2.2- Special Auditor elections for company’s management or auditing some departments of the company.
2.3- Making decision regarding opening a case

__________________________________________________________________

Source: Turkish Trade Law
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.

3- Decisions for prime contract modifications below, are made with the votes of shareholders of at least %75 of the capital or their representatives;
3.1- Company’s field of operation is completely changed.
3.2- Privileged share is created.
3.3- Limitation of the transfer of shares that are in the name of the holder.

4- In case the foreseen quorums in the second and third articles can not be achieved in the first meeting the same quorums are seeked in the following meetings.
5- In companies where the certificates of shares are being traded at the stock exchange, for a decision to be made about the subjects below, in the general meetings, unless there’s a provision against the prime contract, The quorum in the article 418 of Turkish Commercial Law applies;
5.1- Prime contact changes regarding the increase of the capital and registered capital’s upper limit.
5.2- Decisions about merging, dividing and type changes.

6- The shareolders who have shares to their names, and who voted no for the complete change of operation field or creating privileged share, are not bound to the limitations regarding the transformation of the shares for 6 months beginning from the publishing of the decision in the Trade Registry Gazette.

Source: Turkish Commercial Law

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.

2- FOR WHOM THE COMPANY GENERAL ASSEMBLY DECISIONS ARE VALID?
The decisions made by General Assembly are valid for shareholders who have not been present in the meeting or used negative votes.

3- WHAT KIND OF CONSEQUENCES DO THE GENERAL ASSEMBLY DECISIONS RELATED TO BALANCE SHEET APPROVAL CAUSE?
General Assembly Decision related to the balance sheet approval, unless otherwise stated, causes the acquittal of general assembly members, directors and auditors. In addition, some issues have not been stated or as stated as necessary or if the balance sheet includes some issues that prevent the real situation to be opbserved and it has been purposeful, it has no consequence of acquittal.

Source: Turkish Commercial Law

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.

2- WHO CAN FILE A LAWSUIT FOR THE CANCELLATION OF GENERAL ASSEMBLY DECISIONS?
2.1- Those who were present in the meeting, voted no and had their opposition written to minute,
2.2- Shareholders who claim that the call was not made duly, the agenda was not stated clearly, people or representatives who do not have the authority to join the general assembly have joined the meeting and voted, they were unjustly not allowed to join the general assembly and vote and the outliers stated above have been efficient in the decision making of the general assembly, whether they were present or not in the meeting or whether they have used a negative vote or not,
2.3- Executive Board,
2.4- Executing Decisions, each member of the executive board can file for a lawsuit if it causes a personal responsibility.

3- WHICH DECISIONS OF THE JOINT COMPANY ARE NULL?
Especially;
3.1- Shareholder’s decisions about joining the general assembly, minimum votes, those restricting or eliminating their essential rights because of law suits and the law,
3.2- Those restricting shareholder’s rights to gain information, examination and inspection beyond the lawfully allowed amount,
3.3- Decisions that damage the joint company’s fundamental structure and that are against the capital maintenance provisions, are null.

Source: Turkish Commercial Law

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.

1– What the shareholder of a corporate need to do to use his right?
It is possible for a shareholder to represent himself or to be represented by the person whom he chooses in general assembly to use his right. Representative cannot be one of the shareholders, though.

2- By Whom The Rights Of Shareholders Are Used?
2.1- Property rights stemmed from uncertified securities,  registered share certificate, and certificates are used by the representative chosen written by the shareholder.
2.2- The one who can prove that share payable to bearer is possessory,  is able to use the rights of the shareholder.

Source: Turkish Trade Law
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.

Shareholders of a dwelling are supposed to submit their declaration for their shares, if their shares exceed the amount stated in work contractor.

On the other hand, in case of giving declaration by one of the shareholders, they will be entitled with the rights of rental income.

Source:Income Tax Law
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.

***Except special provisions, these parts of provisions are applied to joint stock companies being subjected to special provisions.

2- WHAT ARE INCLUDED IN THE SUBJECT OF JOINT STOCK COMPANIES?
Joint stock companies can be established for every kind of legal economical purposes and subjects.

3- WHAT SHOULD BE THE AMOUNT OF CAPITAL IN ORDER TO ESTABLISH A JOINT STOCK COMPANY?
3.1- Registered capital, which is undertaken as a whole in articles of incorporation, cannot be less than 50.000 Turkish Lira. As for non-public joint stock companies which accepts registered capital system showing the maximum realm of authority of board of directors for capital increase, initial capital cannot be less than 100.000 Turkish Lira. Minimum capital amount can be increased by the Council of Ministers.
3.2- Within the scope of this law, initial capital in joint stock companies with registered capital is compulsory to provide in the establishment and when they move into this system. On the other hand, issued capital represents the total amount of nominal value of issued shares.
3.3- Unless non-public joint stock companies have necessary conditions, they are able to log out of registered capital system by getting permission from Ministry of Customs and Trade. Moreover, if they fail to fulfil the conditions while logging in the system, they can be logged out of the system by the Ministry even if they have no claim.

***Provisions of article 12 of Capital Market Law dated 28.07.1981 and numbered 2499 are reserved.

Source: Turkish Commercial Code

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.