Share-Certificate Capital-Gains Review
ITA repeated Art. 80/1
ITA repeated Art. 80 is reviewed where an individual has held a duly issued and delivered share certificate for more than two years; this is not an automatic zero-tax promise.
Joint-Stock Company (A.Ş.) Formation
A capital company with broad funding and governance tools — minimum TRY 250,000 capital and 25% cash payment before registration.
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Key facts
- Setup time
- Depends on documents, bank and Registry
- Min. capital
- 250,000 TRY (at least 1/4 at incorporation)
- Est. cost
- Quote based on founders and documents
- Liability
- Limited for private debts; director exposure reviewed separately
- Tax base
- Corporate Tax (25%)
- Governance
- Board of Directors mandatory
Overview
A Joint-Stock Company (A.Ş.) offers broad funding, transfer and governance tools and may be a strong candidate for growth companies; it is not automatically the right form for every funding plan. Minimum capital is TRY 250,000. At least 25% of cash capital commitments is paid before registration and the balance within 24 months. A Board of Directors is mandatory.
In a multi-founder formation, the bank letter should show the name/title of every depositing founder and each amount; the total and allocation must reconcile to the articles. A filing may be returned when one founder appears to fund the others without a correctly documented allocation.
Share-certificate issuance and an individual shareholder's ITA repeated Art. 80 position require a separate legal and tax review. No automatic zero-tax result can be stated without evidence of certificate type, issuance resolution, delivery, acquisition date and holding period. Employee equity, IPO and Qualified Service Center planning also follow their own conditions.
Suitable for
- Startup founders (funding-targeted)
- High-growth-plan ventures
- IPO-bound companies
- International groups separately testing Qualified Service Center conditions
- Foreign-capital investment structures
- Holding structures
NOT suitable for
- Side-income or freelance work (sole/Ltd. sufficient)
- Low-revenue SME (Ltd. sufficient)
- Small businesses with NO funding plan
Advantages
- ITA repeated Art. 80 may be reviewed for an individual shareholder when certificate and holding conditions are met
- Employee share and option plans can be structured subject to corporate and tax conditions
- Share transfers follow different form and record rules from a Ltd.
- IPO path (Borsa Istanbul)
- Investor-friendly structure (VC, angel, corporate)
- Broad contractual toolkit for investment and governance
- CIT Art. 10/1-ğ review for qualifying service-export earnings
- May apply for technopark and R&D incentives if conditions are met
Watch out
- At least 25% of cash commitments is paid before registration
- Board mandatory; an ordinary general meeting is held for each financial period
- Independent audit required above threshold
- Higher setup and maintenance cost
- Higher stamp duty and notary fees
Process
- 01
Structure decision
Capital, ownership, governance, share transfer, name and activity decisions.
- 02
Articles + legal coordination
MERSİS articles; legal-counsel coordination for private investment/shareholder agreements.
- 03
Bank letter + capital
Reconcile each founder's commitment and payment to the articles; pay at least 25% of cash commitments.
- 04
MERSİS + Trade Registry
Online filing, signatures, chamber, registration and publication.
- 05
Tax + e-infrastructure
Tax opening and an activity-based e-signature/e-document calendar.
- 06
Operating bank account
A separate post-registration customer-acceptance and KYC/AML review.
- 07
Governance + share records
Board, share ledger and any certificate resolutions under legal/tax review.
Deliverables
- Articles + coordination note for private-law agreements
- Founder, capital-commitment and bank-letter reconciliation sheet
- Board of Directors incorporation minutes
- Trade Registry Gazette publication
- Tax number + certificate + signature circular
- E-infrastructure activations
- Cap table Excel/Carta file
- Funding-round preparation checklist
Required documents
- Founding partner IDs
- Residence documents
- Signature declarations
- Address info
- Activity code (NACE)
- Capital and partner shares
- BoD member info
Cost
Fixed project quote based on founder and document scope; registry/chamber, notary, banking, translation, legal and audit costs are itemised separately.
Timeline
Registration timing depends on the file and Registry; the operating account follows the bank's separate KYC/AML review.
Tax benefits and exemptions
ESOP — Employee Share Options
ITA Art. 17
A.Ş. employee share option programs — partial tax advantage under specific conditions.
Qualified Service Center (QSC) Deduction
Law No. 7582
A qualifying-earnings deduction is reviewed separately where the active-country, related-party service and foreign-revenue conditions are met.
Legal references
- Turkish Commercial Code (TCC) No. 6102
- TCC Art. 329-562 — A.Ş. provisions
- ITA repeated Art. 80/1 — share-certificate gain review
- ITA Art. 17 — conditional employee share-certificate exemption
Official sources
Last statutory source check: 8 September 2026
Frequently asked
When should share certificates be issued?
Certificate type, capital-payment status, board resolution, delivery and acquisition date must be planned together. ITA repeated Art. 80 depends on the evidence and holding period; neither automatic disqualification for later issuance nor zero tax in every case should be assumed.
I cannot pay the 250K TRY min. capital. What to do?
At least 25% of cash capital commitments is paid before registration and the balance within 24 months. If that schedule is unsuitable, model a Ltd. and the later conversion cost together; the share-certificate tax effect needs a separate review using actual dates and documents.
For foreign VCs — Delaware C-Corp or A.Ş.?
The investor's fund documents and investment policy control; not every US fund requires one structure. Before choosing a Delaware parent, Turkish A.Ş. or another route, compare investor terms, control, valuation, tax and any restructuring consequences.