The legal structure of an e-commerce venture should be designed together with its business model, payment flows, consumer relationships, data processing and intellectual property needs.
- What Should Be Decided Before Establishing an E-Commerce Company?
- Limited Liability Company
- Sole Proprietorship or Partnership
What Should Be Decided Before Establishing an E-Commerce Company?
Entrepreneurs should first decide what type of company they intend to establish. An e-commerce business may be formed as a sole proprietorship, limited liability company or joint-stock company, and the incorporation process does not differ from that applicable to other businesses of the same legal form. The required applications therefore depend on the chosen company type. At the time covered by this archived publication, a joint-stock company could be established with minimum share capital of TRY 50,000 and the following documents were required:
- The articles of association signed by the founders before the trade registry directorate,
- A bank letter showing that at least 25 per cent of the share capital had been deposited in accordance with the law,
- A document showing payment of the amount required under the Law on the Protection of Competition,
- Written declarations by non-shareholder members of the board accepting their appointment,
- Valuation reports prepared by court-appointed experts for capital contributed in kind and for businesses and assets to be acquired upon incorporation,
- A letter from the relevant registry confirming that the assets contributed in kind were not subject to any restriction,
- A document showing that real estate, intellectual property rights and other assets contributed in kind had been annotated in the relevant registries,
- Any permission or favourable opinion required from a ministry or another public authority for companies whose incorporation was subject to such approval,
- Signature declarations of persons authorised to represent the company.
Limited Liability Company
At the time covered by this archived publication, an e-commerce business established as a limited liability company could be formed with share capital of TRY 10,000. It could have one shareholder or more than one shareholder, up to a maximum of 50. The following documents were required:
- The articles of association signed by the founders before the trade registry directorate,
- A document showing payment of the amount required under the Law on the Protection of Competition,
- Written declarations by non-shareholder managers accepting their appointment,
- Valuation reports prepared by court-appointed experts for capital contributed in kind and for businesses and assets to be acquired upon incorporation,
- A letter from the relevant registry confirming that the assets contributed in kind were not subject to any restriction,
- A document showing that real estate, intellectual property rights and other assets contributed in kind had been annotated in the relevant registries,
- Agreements relating to incorporation made between the company under formation, its founders and other persons, including agreements for the acquisition of assets and businesses,
- Signature declarations prepared for the company managers.
Sole Proprietorship or Partnership
Where an e-commerce business is established as a partnership, its trade name must include the name and surname of at least one partner, other than a limited partner, together with wording identifying the business and its legal form. The following were required at incorporation:
- The partnership agreement signed by the founders before the trade registry directorate,
- For a limited partnership in which a limited partner contributes capital in kind, a valuation report prepared by a court-appointed expert for the assets contributed,
- A letter from the relevant registry confirming that the assets contributed in kind were not subject to any restriction,
- A document showing that real estate, intellectual property rights and other assets contributed in kind had been annotated in the relevant registries,
- Signature declarations of persons authorised to represent the business.
The information and documents that must appear on an e-commerce website are governed by the Law on Consumer Protection and the Regulation on Distance Contracts. Under that legislation, an e-commerce website should include:
- A preliminary information form,
- A distance sales agreement,
- A membership agreement,
- Terms of use,
- A privacy policy and the website operator's contact details.
You may contact our team if you need support with establishing an e-commerce company.
The Communiqué on the Electronic Commerce Information System and Notification Obligations also requires e-commerce websites to register with the Electronic Commerce Information System (ETBIS) before commencing operations. Notifications must cover the registered electronic mail address suitable for formal service, the type of electronic commerce, commercial activities outside electronic commerce, categories of goods and services offered online, payment methods, whether second-hand goods are offered and, if so, their categories.
Service providers and intermediary service providers registered with ETBIS, together with other information considered necessary, are published on the Ministry's website or at www.eticaret.gov.tr.
After these steps, the website through which electronic commerce will be conducted can be established. A domain name should be selected and SSL and hosting services obtained. SSL supports the confidentiality and reliability of the website. Hosting is the service that publishes the website, while the domain is the website's name and address.
This content is provided for general information only and does not constitute legal advice.