What is Anonim Sirketi?

The Anonim Sirketi (A.S.) is Turkey's corporate form for larger, more complex businesses requiring multiple shareholders, access to capital markets, or operation in regulated sectors. It is governed by Turkish Commercial Code No. 6102 (TTK) and, for publicly traded A.S.s, by the Capital Markets Law No. 6362.\n\n**When an A.S. is required or preferred**\n- Banks, insurance companies, financial intermediaries, and other regulated entities typically must be incorporated as A.S.\n- Companies intending to list on Borsa Istanbul must be A.S.\n- Businesses needing more than 50 shareholders (the Ltd. limit)\n- Companies issuing employee stock options or seeking venture capital with preferred share structures\n- Joint ventures with foreign investors preferring share transferability without partner consent\n\n**Formation requirements**\n1. Articles of association (Esas Sozlesme) registered with Trade Registry\n2. Minimum share capital of TRY 250,000 (raised from TRY 50,000 in 2023)\n3. Board of directors (Yonetim Kurulu) of at least 1 member\n4. At least 1 shareholder (Tek Paylı A.S. — single-shareholder A.S. permitted since 2012 TTK reform)\n5. External independent audit for companies above size thresholds\n\n**Board of directors (Yonetim Kurulu)**\nThe board may consist of 1 or more members (physical or legal persons). Members need not be Turkish citizens or residents. At least one-third of board members must be resident in Turkey if the company has a General Assembly resolution to delegate management authority. The board has broad management powers; shareholder approval is required for major structural decisions (capital increases, mergers, dissolution).\n\n**Independent audit requirement (Bagimsiz Denetim)**\nA.S.s meeting two of three criteria for two consecutive years must undergo mandatory independent audit: (1) TRY 75m+ balance sheet total, (2) TRY 150m+ net sales, (3) 250+ employees. Companies below these thresholds are exempt but may opt in. Publicly traded A.S.s always require audit regardless of size.\n\n**Shares and transferability**\nShares in an A.S. are freely transferable unless restricted in the articles of association. Bearer shares were effectively abolished under the 2021 Beneficial Ownership Registry requirement — all shares must now be registered (nama yazili). An A.S. can issue multiple share classes with different rights (ordinary, preferred, redeemable).\n\n**Tax treatment**\nIdentical to Limited Sirketi: 25% Kurumlar Vergisi on profits, quarterly Gecici Vergi, monthly KDV. Dividends paid to Turkish individual shareholders are subject to 15% Stopaj Vergisi. Dividends to corporate shareholders are 50% exempt from corporate tax under participation exemption rules.\n\n**Disclosure and transparency**\nPublicly traded A.S.s must publish quarterly and annual financial reports under IFRS as adopted in Turkey. Non-public A.S.s above audit thresholds must publish annual accounts in the Turkish Trade Registry Gazette. SPK (Capital Markets Board) provides additional oversight for public companies.