Things to Consider When Establishing a Company

Things to Consider When Establishing a Company
Things to Consider When Establishing a Company

Today, entrepreneurial people tend to establish a company in order to institutionalize their work. With the established company, a corporate disciplined identity is formed in the eyes of the customers and various privileges of the state are utilized. For example, the income tax rate to be paid in the case of establishing a company is less than the income tax rate payable when working as a natural person. In addition, the state provides financial support during the establishment and operation of the company through various institutions. Entrepreneurs, who want to benefit from all these supports, embark on the path of establishing a company.

In this article, we will make various suggestions for entrepreneur candidates who are considering establishing a company and do not have sufficient financial strength. If you are thinking of establishing a company, you can find all the points you need to pay attention to during the establishment phase in our article. In addition, if you do not have any information about the legal procedures of companies, you can read the company law articles written by Mıhcı Law Office.

  1. Determine the Most Suitable Company Type for You! 

If you have decided to establish a company, the first thing you need to do is to determine the type of company that suits you. Types of companies; consists of joint stock, limited liability and sole proprietorships. Joint stock company and limited liability company are the most preferred company types today as they are capital companies. Because in a capital company, the shareholders of the company are not responsible for the debts of the company. In sole proprietorships, the partners are responsible for the debts of the companies with all their assets.

Another point to consider when determining the type of company is what your purpose is to establish a company. If several people have come together and decided to form a company to reduce their tax liability establish a limited company It will make more sense to you. Because the establishment and management of limited liability companies is less costly and easier than joint stock companies. If you are thinking of going public in the future and collecting large investors, you should undoubtedly establish a joint stock company. In joint stock companies, it is much easier for investors to join the company (share transfer) than in limited companies. 

In addition to our explanations, we should mention that your financial strength has an important place in determining the type of company. Because when establishing a joint stock company, a capital of 50.000 TL is required, but a limited company requires a capital of 10.000 TL. In sole proprietorships, there are no capital requirements when individuals come to the fore, not capital.

  1. Don't Forget To Check The Trade Name!

One of the most important points to consider when establishing a company is the trade name. You have to determine a legal trade name for the company you will establish. When determining a trade name, the title must be interesting and appealing to the target audience. This is the entrepreneurial dimension of the title.

The legal aspect is that the title you want to put may have been used by other entrepreneurs before. In this case, the title you have thought for a long time will not be registered and it will cause you to return empty-handed from the Trade Registry Office. In another possibility, the Trade Registry Office may overlook that there is another title with the same name and may accept your title. In this case, you may experience various legal disputes with previously opened title holders. Therefore, you should first check if there is another company with the same title. To check the trade name, you can search on the official website of the Turkish Trade Registry Gazette.

There are some conditions that must be followed when determining a title. For example, it is not possible to register titles against morality and good manners. After investigating such situations and evaluating whether they are in compliance with the law, an application for registration should be made.

  1. Apply to KOSGEB and Request Financial Support! 

The biggest problem of young entrepreneurs who decide to establish a company will be to find capital. Capital is the most important element required for the establishment of a company and its profit. Capital can be brought in kind or in cash. Today, state policies tend to increase initiative.

KOSGEB is a state-supported institution established in 1990 to train young entrepreneurs and provide financial support. Entrepreneurs who think they will have financial difficulties can contact KOSGEB and get grant and loan support. Loan amounts range from 5.000 to 150.000 TL. For advanced entrepreneurs, this amount can go up to 370.000 TL. An application must be made to KOSGEB about the conditions required for the loan request and the conditions for the repayment of the loan.

We should emphasize that the first institution that entrepreneurs who will experience financial difficulties should apply is KOSGEB. Many entrepreneurs have made great progress with the support of KOSGEB.

  1. Evaluate All Possible Risks While Preparing the Articles of Association!

The main (main) contract is the official document that contains the operation of the company, its purpose, headquarters, the amount of capital and everything important about the company. The articles of association will include many issues such as the rights of the shareholders of the company against each other, the continuation of the company, the distribution of the company's capital, the profit rates, the distribution of the dividends, the regulations on the internal and external relations of the company, and the company policy.

While determining the situations listed, all risks should be evaluated and a contract should be put forward that can withstand possible future negativities. It should be emphasized that while preparing the articles of association, provisions contrary to the mandatory regulations in the law should not be introduced. Otherwise, the regulations will be considered invalid. In addition, since the amendment of the articles of association requires the approval of most of the partners (the TCC includes the necessary majority for the amendments of the articles of association), it should be prepared in the most correct way when preparing the contract.

During the issuance of the contract, it would be very correct to benefit from the experiences of the people who established or managed the company before. Or, you can contact a startup lawyer who is an expert in his field and request him to arrange the main contract.

  1. Don't Start Spending Before Your Company Becomes Official! 

Companies become official with the registration to be made in the trade registry. However, before waiting for the registration time, many expenses may have started to be made for the company in order not to disrupt the business. For example, expenditures can be made on many aspects such as leasing a workplace, job creation and the operation of the company.

Making these expenditures in advance will bring some minor risks. But more importantly, it will come up in terms of tax exemption. Because the purpose of establishment of companies is actually to reduce tax liability. For example, 500.000 TL income tax is requested from the 100.000 TL earned by the company. However, 500.000 TL income tax is demanded from the 180.000 TL earned by the real person. Therefore, if your expenses before registration exceed a certain level, you will not be able to benefit from tax exemption.

In addition, according to the provisions of the TCC, it is not possible to collect the expenses spent for the establishment of the company from the company. Especially when establishing capital companies, this rule eliminates the privilege of not being responsible for the debts of the company, which is provided by the capital company. It is also not possible to charge other partners for company expenses.

  1. Remember that Economic Risks Always Exist!

Entrepreneurs are people who aim to make a profit despite the risks. Therefore, there will always be various risks in entrepreneurship. These risks may arise in the form of legal, social, political or economic risks. However, the biggest risk group associated with an entrepreneur is economic risks.

Various reasons such as political crises in the country and the situation of other companies operating in the same field can cause entrepreneurs to be negatively affected. Sometimes, for no reason, negative situations can occur. For example; You may have witnessed that a well-advertised food business with a good price and location could not hold on and closed down after a few months. For this reason, entrepreneurs should open a company by taking these risks into account. Because many unexpected and unforeseen situations may occur after you establish the company. What matters is your attitude towards these negative situations. Many well-known entrepreneurs today have failed several times in their business life and went bankrupt.

  1. Obey the Order of the Procedural Actions to be Taken!

Various procedural actions will be required during the establishment phase of the company. These transactions consist of various transactions such as notary approval, application to the trade registry. Performing the transactions at different times without following the order does not cause any loss. However, it may cause some financial loss and loss of time. For this reason, it would be more correct to follow the order in the procedural actions to be taken.

For example, after the articles of association are prepared, it must be notarized and then registered with the trade registry. However, the Trade Registry Office will control whether the articles of association comply with the mandatory provisions of the law. For this reason, if a notarized contract is not accepted by the Trade Registry Directorate, getting the new contract to be notarized will result in new expenses. Therefore, first of all, the articles of association should be submitted to the Trade Registry Office, and notary approval should be obtained after obtaining approval for its compliance with the law.

  1. If you are going to provide employment, do not forget to apply to SGK! 

You may need an employee to run the various businesses of the company you have established. As it is known, employing uninsured workers is prohibited and subject to serious sanctions. Employing an uninsured worker for even 1 day may result in major sanctions. Therefore, you should avoid employing uninsured workers.

In order to insure the worker, you must apply to the Social Security Institution as an employer and declare that you will employ workers. This notification can be made at the latest on the day the worker starts working. Therefore, even applying to SSI on the second working day of the worker may cause you to experience legal problems.

  1. Don't Forget To Design A Website! 

The internet, which is frequently used by people today and has started to become real life out of virtual life, has been a source of development for many entrepreneurs. Since people spend most of their time on the Internet, advertisements are also made over the Internet. In this way, it has become easier for people to reach advertisements and advertisements. As a result, a market called the internet market has been created.

Whatever your job is, setting up a web address is therefore of great importance. Even if you have a completely real-life company, taking part in the internet world is a must. Therefore, you should create a web address and make a great effort to develop your web address.

  1. Do not embark on the path of establishing a company without a lawyer and financial advisor! 

We stated that many procedural actions must be taken during the establishment of the company. However, we should point out that unforeseen problems can be encountered in real life. For example, the unexpected mistake of the Trade Registry officer can cause things to go off the rails. Therefore, especially lawyers specializing in corporate law You should get support. In addition, the expenses and expenses that you will make should be determined in advance. It is necessary to determine the financial power that the company will need in various situations such as tax amounts and tax rates. Then, company movements will need to be directed according to this financial strength.

Günceleme: 01/12/2022 10:39

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