REGISTERED SHARE CERTIFICATE CAPITAL GAINS EXEMPTION
ITA repeated Art. 80/1
Registered share certificate ownership in A.Ş. — after 2-year holding, 0% capital gains tax on share sale. CRITICAL: certificates must be issued at incorporation.
Joint-Stock Company (A.Ş.) Formation
Funding-ready structure — min. TRY 250,000 capital, share certificates issuable, IPO path open.
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Key facts
- Setup time
- 2-3 business days
- Min. capital
- 250,000 TRY (at least 1/4 at incorporation)
- Est. cost
- ~26,000 TRY
- Liability
- Limited (to capital share)
- Tax base
- Corporate Tax (25%)
- Governance
- Board of Directors mandatory
Overview
Joint-Stock Company (A.Ş.) is the RIGHT STRUCTURE for companies planning a funding round, targeting an exit, or aiming for IPO. Min. 250,000 TRY capital (at least 1/4 paid at incorporation). Share transfer is not registry-bound, executed fast. Board of Directors mandatory.
CRITICAL: Issue registered share certificates at incorporation. Under ITA repeated Art. 80/1, after 2-year holding period, capital gains tax on share sale is ZERO. Late issuance forfeits the exemption — this exemption can mean million-dollar differences at exit.
ESOP (employee share options) under ITA Art. 17 is only possible in A.Ş. Can convert to Regional HQ (RHQ — Law No. 7256) status. Borsa Istanbul IPO path open for listed-bound companies.
Suitable for
- Startup founders (funding-targeted)
- High-growth-plan ventures
- IPO-bound companies
- Regional HQ (RHQ) candidates
- 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
- REGISTERED SHARE CERTIFICATES — 0% capital gains tax at exit (ITA repeated Art. 80, 2-year holding)
- ESOP / employee share options can be set up (ITA Art. 17)
- Share transfer not registry-bound — fast funding-round closing
- IPO path (Borsa Istanbul)
- Investor-friendly structure (VC, angel, corporate)
- Can convert to Regional HQ (RHQ) status
- CIT Art. 10/1-ğ — 80% software export deduction (same as Ltd.)
- Full fit with technopark + R&D incentives
Watch out
- Min. 250,000 TRY capital (5x Ltd.)
- Board of Directors mandatory (AGM every 3 years)
- Independent audit required above threshold
- Higher setup and maintenance cost
- Higher stamp duty and notary fees
Process
- 01
Structure decision
Capital, partnership, name, activity code (1-2 days).
- 02
AoA + shareholders' agreement
AoA + SHA draft (vesting, ROFR, drag/tag-along).
- 03
MERSİS + Trade Registry
Online application, registration, gazette (1-2 days).
- 04
ISSUE REGISTERED SHARE CERTIFICATES
CRITICAL — share certificates printed immediately after incorporation (printing 5-10 days).
- 05
Tax + e-infrastructure
Tax number, e-signature, e-invoice, e-ledger.
- 06
Bank + capital
Corporate bank account, capital deposit.
- 07
Board setup
BoD members, chair, auditor (if needed).
Deliverables
- AoA + shareholders' agreement (draft)
- REGISTERED SHARE CERTIFICATE set (printed, delivered to shareholders)
- 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
~26,000 TRY (incorporation) + ~5,000 TRY (share certificate printing) + annual audit fees
Timeline
2-3 days incorporation + 5-10 days share certificate printing
Tax benefits and exemptions
ESOP — Employee Share Options
ITA Art. 17
A.Ş. employee share option programs — partial tax advantage under specific conditions.
Regional HQ (RHQ) Exemption
Law No. 7256 + Presidential Decree
A.Ş. holding RHQ status — personnel income tax + stamp duty exemption.
Legal references
- Turkish Commercial Code (TCC) No. 6102
- TCC Art. 329-562 — A.Ş. provisions
- ITA repeated Art. 80/1 — registered share exemption
- ITA Art. 17 — ESOP / employee share options
- Law No. 7256 — RHQ status
Frequently asked
Why issue registered share certificates at incorporation?
ITA repeated Art. 80/1 exemption gives 0% tax AFTER 2-year holding on share sale. Late-issued certificates do NOT qualify. Late issuance = million-dollar tax difference.
I cannot pay the 250K TRY min. capital. What to do?
Only 1/4 (62,500 TRY) is paid at incorporation; the rest within 2 years. If even this is too much, start with Ltd. and convert pre-round to A.Ş. — but you LOSE the share certificate exemption. Starting early matters.
For foreign VCs — Delaware C-Corp or A.Ş.?
US VCs require Delaware C-Corp; rounds will not close on Turkish A.Ş. Structure: Delaware C-Corp top-co + Turkish A.Ş. operational leg (flip). The flip itself triggers tax — should be done early (when valuation is low).