How to Establish an Association?

Some issues such as what an association is, how it is established and which provisions it is subject to are regulated in the Turkish Civil Code, the Law on Associations and the Regulation on Associations.

According to the definition in Article 56 of the Turkish Civil Code No. 4721, associations are communities of persons with legal personality, which are formed by at least seven real or legal persons by combining their knowledge and work continuously in order to realise a specific and common purpose other than sharing profits.

Associations do not have unlimited freedom of activity. The purposes and certain conditions set forth in the article of the Law must be complied with. Firstly, let us examine how to establish an association, its conditions and the procedure to be followed. Then let’s talk about the association’s statutes and organs.

What are the Conditions for Establishing an Association?

Establishing an association is a right granted to both natural persons and legal entities. It is also a right protected under Article 33 of the Constitution of the Republic of Turkey. According to the relevant article, ‘Everyone has the freedom to establish associations and to become a member or to withdraw from membership without prior authorisation.’

The Turkish Civil Code, on the other hand, restricts this right and stipulates the requirement of “capacity to act ’ for those who wish to establish an association. The founders of an association must have the capacity to act.

In order to establish an association, at least 7 people must come together for this purpose and sign the notification form.

NOTE: The restrictions imposed on the members of the Turkish Armed Forces and law enforcement forces and the officials of public institutions and organisations with civil servant status in their special laws are reserved.

Minors over 15 years of age with the power of discernment may establish children’s associations or become members of established children’s associations with the written permission of their legal representatives.

Minors over 12 years of age may become members of children’s associations with the permission of their legal representatives, but may not serve on the boards of directors and supervisory boards.

NOTE: Persons over the age of 18 cannot be members of children’s associations and cannot take part in the board of directors.

In addition to all these conditions, associations cannot be established for purposes contrary to law and morality.

What are the Documents Required to Establish an Association?

Persons can establish an association without prior notification. However, in order for the association to gain legal personality, some necessary documents such as the declaration of establishment and the association charter must be submitted to the relevant institutions. The necessary documents and their contents are shown in the regulation. Let us examine these documents in order.

– ‘Establishment Notification Form’ completed and signed by at least seven founders, whether real or legal (must be signed by all founding members).

– The Charter of the Association, each page of which is signed by the founders of the association.

– In case there are legal entities among the founders of the association; the title, place of residence and establishment certificate of these legal entities.

– A copy of the decision taken in this regard, provided that the real persons authorised by the organs of the legal entities among the founders of the association are specified.

– If there are foreign associations or non-profit organisations other than associations and foundations among the founders, a written statement signed by the founders of the association stating that the Ministry of Interior has granted permission for these legal entities to become founders of associations.

– If there are foreign nationals among the founders, copies of documents showing that they have the right to reside in Turkey.

– If the headquarters of the association (domicile) is to be located in a place shown as a residence in the land registry, a copy of the unanimous decision of the board of condominium owners (consent letter).

NOTE: Legal entities cannot be founders or members of children’s associations, and the permission of the legal representatives of the founding children shall be attached to the establishment notification of children’s associations.

Associations gain legal personality as soon as they submit the notification of establishment, the statute of the association and the necessary documents to the highest local authority of the place where the settlement is located. These local authorities are governorships in provinces and district governorships in districts.

What is an Association Statute? How is it prepared?

The association statute is one of the documents included in the establishment notification and is one of the documents required for the association to gain legal personality. Every association has a statute. The association statute cannot be contrary to the mandatory provisions of the law.

According to the Law No. 5253 on Associations and the information published on the website of the Ministry of Internal Affairs, the following issues must be specified in the statute of the association:

• Name and centre of the association. (The name of the association must be different from the name of a previously established association).
• The purpose of the association and the subjects and forms of work to be carried out by the association in order to realise this purpose and the field of activity.
• The conditions and forms of becoming a member of the association and withdrawing from membership.
• Method and time of convening the general assembly.
• Duties, powers, voting and decision-making procedures and forms of the General Assembly.
• Duties and powers of the boards of directors and supervisory boards, how they will be elected, the number of original and substitute members.
• Whether the association will have branches, if so, how the branches will be established, their duties and authorities and how they will be represented in the general assembly of the association.
• The method of determining the amount of entrance and annual dues to be paid by the members.
• Sources of income of the association.
• Internal audit forms of the association.
• How to amend the bylaws.
• The manner of liquidation of assets in case of dissolution of the association.
• Name, surname, job title of the members of the temporary board of directors of the association.
• Apart from the matters that must be specified by law in the statute of the association, other provisions that are required to be included in the statute may be added, provided that they are not contrary to the Law.

The most important part that those who want to establish an association should pay attention to is the preparation of the ‘association statute’. This is because the Law stipulates that associations cannot carry out activities other than realising the purposes and objectives specified in their statutes. For this reason, extreme care should be taken when preparing the association statute.

NOTE: The Criminal Judge of Peace will be the deciding authority in some deadlocks experienced as the association management due to the lack of a statute.

What is the procedure to be followed when establishing an association?

Associations gain legal personality as soon as they submit the notification of establishment, the statute of the association and the necessary documents to the highest local authority of the place of settlement. Afterwards

• The highest local authority (governor or district governor) examines the establishment notification, the accuracy of the documents and the statute of the association on file within 60 days.
• As a result of the examination, the founders are requested in writing to remedy any violation of the Law or deficiency.
• The deficiency must be rectified within 30 days upon notification.
• If the deficiency is not remedied within the given period, the local administrative authority notifies the Public Prosecutor’s Office to file a lawsuit for the dissolution of the association at the competent Civil Court of First Instance.
• If the deficiency is corrected within the given period of time or if there is no deficiency, the local administrative authority shall immediately notify the chairman of the temporary board of directors of the association with a letter.
• After this notification, the association is registered in the register of associations. The person is given a ‘certificate of receipt ’.
• Associations that have successfully completed all these stages of legal establishment must hold their first general assembly within 6 months and determine the mandatory association organs.
• If the compulsory general assembly of the association is not held within 6 months, the association is automatically dissolved.

What is the General Assembly of the Association?

In the Turkish Civil Code No. 4721, the compulsory organs of the association are determined as general assembly, board of directors and supervisory board. The general assembly is the most authorised decision-making body of the association and consists of members registered to the association.

In the statute of the association, some issues related to the general assembly must be included. These issues are as follows:

– Method and time of convening the general assembly.

– Duties, powers, voting and decision-making procedures and forms of the general assembly.

– Whether the association will have branches, if so, how the branches will be established, their duties and powers, and how they will be represented in the general assembly of the association.

So what are the duties and powers of this general assembly? Let’s examine them in articles.

1. The general assembly makes the final decision on admission to membership and expulsion from membership.

2. It supervises the other organs of the association and can dismiss them at any time for justified reasons.

3. It elects the organs of the association.

4. It elects the members who will represent the association in the Federation.

5. It can always decide on the dissolution of the association.

6. It may decide on amendments to the statute.

7. Decides on the remuneration to be paid to the chairman and members of the board of directors and supervisory boards of the association who are not public officials, as well as to the members to be assigned for the services of the association.

8. Authorise associations to purchase or sell immovable property.

9. Supervises the business and operations of the association.

NOTE: Associations may open branches where deemed necessary with the decision of the general assembly.

How are General Assembly Decisions taken?

General assembly decisions are taken with the absolute majority of the members attending the meeting. Decisions on amendments to the bylaws and dissolution of the association can only be taken by a two-thirds majority of the members attending the meeting.

In the general assembly meetings, the members of the association cannot vote in decisions that need to be taken on a legal transaction or dispute between the association and themselves, their spouse, superior and inferior. This rule also applies to the person who will vote on behalf of the legal entity.

General Assembly Meetings

The first meeting to be held by the general assembly of the association is the first general assembly meeting. The first general assembly meeting must be held within 6 months after the completion of the establishment of the association. In this meeting, the organs must be established by the general assembly.

Apart from the first general assembly meeting, general assembly meetings are divided into 2 categories.

1. Ordinary meeting

2. Extraordinary meeting

Ordinary meeting refers to the meeting held at the times previously determined in the bylaws of the association. Ordinary general assembly meetings must be held at least once every 3 years. This 3-year period is set as the upper limit for ordinary general assembly meetings. If the bylaws of the association stipulate another period of time for the ordinary general assembly meetings, this period of time must be complied with.

An extraordinary meeting is the convening of the general assembly within 30 days in cases deemed necessary by the board of directors or the supervisory board or upon the written request of one fifth of the members of the association. If the board of directors fails to convene the general assembly, upon the application of one of the members, the magistrate judge shall appoint three members to convene the general assembly.

NOTE: The general assembly meeting is called by the board of directors.

Termination of Associations

According to the Turkish Civil Code No. 4721, associations are terminated in 3 ways.

1. Spontaneous

2. By decision of the General Assembly

3. By court judgement

Let us examine these forms of termination separately.

1. Spontaneous Termination of the Association

Some conditions must be fulfilled for the association to terminate automatically. These conditions are listed in the Turkish Civil Code. Accordingly

– The realisation of the purpose, the impossibility of its realisation or the expiry of the period,

– The first general assembly meeting has not been held within the period stipulated in the law and the mandatory organs have not been established,

– Insolvency,

– It becomes impossible to form the board of directors in accordance with the bylaws,

– Failure to hold the ordinary general assembly meeting for two consecutive times.

In the event of the occurrence of the above situations, the association shall automatically terminate. In addition, any interested person may request the magistrate to determine the spontaneous termination of the association.

2. Termination of the Association with the Decision of the General Assembly

It may be decided to terminate the association at any time by the decision of the General Assembly.

3. Termination of the Association by Court Decision

If the purpose of the association is contrary to the Law or morality, the association shall be dissolved. Upon the request of the public prosecutor or a relevant person, the court shall decide on the dissolution of the association.

Why Us?

Legal support is of great importance in the process of association establishment; because the association must operate within certain legal frameworks as a legal entity. Legal support plays a critical role in clearly determining the purpose of the establishment of the association, preparing the necessary documents and following the legal procedures in full. In addition, legal counselling is necessary to ensure that the association’s activities comply with the law, to avoid issues such as asset management, and to identify potential legal problems in advance. In this way, the establishment of the foundation can be successfully realised and its sustainability in the long term is increased.

Güneş & Güneş Law Office is a reputable law firm that stands out with the services it offers with its expert team of lawyers specialised in commercial law and association establishment. This process involves complex legal procedures and documents that need to be meticulously managed. Güneş & Güneş Law Office provides guidance especially in the legal difficulties faced by those who will establish an association. The law firm provides reliable support to its clients at every stage of the association application process, with accurate and complete document preparation, proper filing of the application, command of the examination processes at the commission and ministry stages. Not only that, we manage all legal processes in the solution of the problems encountered and in the possible cancellation and objection cases that may be filed later, with lawyers who are experts in association and commercial law.

Güneş & Güneş Law Office plays a major role in guiding clients correctly in order to fulfil the conditions specified in the Turkish Commercial Code, preparing documents and filing objection or cancellation lawsuits against possible problems in the application process. The Office also provides successful results to its clients in managing the appeal processes against administrative rejection decisions. This legal support is critical in protecting clients’ rights at every stage of the application and ensuring the successful completion of the process. For all these reasons, we will be happy to provide you with legal support in establishing a foundation and other issues related to foundations with our expert team of lawyers and experience in 4 languages: Russian, German, English and Turkish.

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