LEGAL GUIDE
Guide to Establishing an Association in TurkeyLegal Process and Points to Consider ────────────────────────────────────────
Attorney Arb. Fatih Mehmet Tercan
info@tercanhukuk.com
0 532 511 84 02
CHAPTER 01
What is an Association? Legal Definition and Importance
An association is a non-governmental organization with legal personality, formed by at least seven real or legal persons coming together to realize a specific and common objective that is not prohibited by law, other than sharing profits. This definition is explicitly stated in Article 2 of the Law on Associations No. 5253. Article 33 of our Constitution guarantees the freedom to form an association as a fundamental right. Citizens of the Republic of Turkey can establish associations without prior permission; this right is considered an indispensable element of a democratic society.
Legal Basis: The primary regulation regarding associations is the Law on Associations No. 5253, dated November 4, 2004. This law covers all processes such as establishment, membership, organs, auditing, and dissolution.
The acquisition of the legal personality of an association occurs upon the submission of the establishment declaration and necessary documents to the local civil administration authority. From this moment on, the association can acquire immovable property, open a bank account, sign contracts, and fully exercise its legal capacity.
CHAPTER 02
Who Can Establish an Association? Conditions Required for Founding Members
Pursuant to Article 3 of Law No. 5253, real persons with the capacity to act and legal persons have the right to establish associations. However, the law has imposed restrictions on certain individuals regarding becoming founders of an association.
Real persons who have completed the age of 18 and have the capacity to act can establish an association.
Foreign nationals can establish associations provided they reside in Turkey.
Members of the Turkish armed forces (officers, non-commissioned officers, specialized sergeants, and privates) and law enforcement personnel cannot establish associations; however, exceptions stipulated in the law are reserved.
Persons banned from public service cannot be founders during their ban period.
Those convicted of certain crimes (e.g., crimes committed against the state) are deprived of this right during their conviction period.
At least 7 real or legal persons must come together to establish an association.
Important Note: The number of founding members must be at least 7; however, it is mandatory to have at least 5 members for the board of directors and at least 3 members for the supervisory board. This structure must be clearly stated in the bylaws.
CHAPTER 03
Required Documents for Establishing an Association
The documents that need to be submitted to the local civil administration authority for the establishment of an association are detailed in the Associations Regulation. Since missing or incorrect documents will lead to the rejection of the application or delays, a meticulous preparation process should be followed at this stage.
Establishment Declaration: Establishment declaration form signed by all founding members, notarized, or signed in the presence of the local civil authority.
Association Bylaws: 2 copies of the bylaws signed by the founding members, containing the mandatory elements stipulated by the law.
Founding Member List: Signed list containing address and identity information.
Temporary Board of Directors Meeting Minutes: Signed minutes containing the decisions taken at the founding meeting.
Certificate of Settlement: Lease agreement or title deed document regarding the address where the association will carry out its activities.
Photocopies of Identity Cards: Photocopy of the identity card or passport of all founding members.
If there is a Legal Entity Founder: Decision of the decision-making organ and authorization certificate.
CHAPTER 04
Establishment Declaration and Application Process
The association establishment process begins with the submission of the establishment declaration to the highest local civil administration authority where the association will carry out its activities—the district governorship in districts, the governor's office in provincial centers—after the necessary documents are prepared. The local civil administration authority examines the declaration within its legal period after receiving it. If any deficiency or illegality is detected in the documents, the competent authority notifies the Public Prosecutor's Office. The prosecutor's office grants the association a thirty-day period to file a lawsuit in court.
| Question | Explanation |
| When is Legal Personality Acquired? | The association acquires legal personality from the moment the establishment declaration is submitted to the administration. No registration process or additional approval process is required. However, it is a condition that the notification is made completely and duly. |
Following the establishment declaration, the association is obliged to hold its first general assembly meeting within six months at the latest and submit the necessary notifications to the authorized recording institution. Failure to fulfill these obligations may lead to administrative sanctions.
CHAPTER 05
Association Bylaws: Mandatory Elements and Points to Consider
The bylaws are the basic document of the association; it acts as the constitution of the association and draws the framework of all activities. Article 5 of the Law details the mandatory elements that must be included in the bylaws.
Name and headquarters of the association (province and district)
The purpose of the association and the subjects and methods of work to be carried out to achieve this purpose
Conditions for becoming a member, leaving, and being expelled from membership
Meeting time and working procedures of the general assembly
Duties, authorities, and election procedures of the board of directors and supervisory board
Whether the association will open branches; if so, the principles regarding them
Admission and annual dues amounts to be collected from members
Borrowing procedures of the association
To which institution the assets will be transferred in case the association is dissolved
Procedures and principles regarding how the bylaws will be amended
⚠ Attention: Provisions that are contrary to the Constitution and laws, ambiguous, or contradictory should not be included in the bylaws. Conflicting bylaw provisions or falling behind the laws may disrupt the establishment process and lay the groundwork for future lawsuits.
CHAPTER 06
Application to the Local Civil Administration Authority and Aftermath
Upon acceptance of the application, the local civil administration authority allocates a registry number to the association and makes the necessary registrations. From this stage on, the association must use this registry number in all official transactions. There are some legal obligations that the association must fulfill after the establishment is completed:
Keeping and notarizing association books (decision book, member registry book, document registry book, income-expense book, etc.)
Submitting an annual declaration
Holding general assembly meetings on time and notifying the outcome
Notifying the local civil administration authority of address changes within thirty days
Complying with financial audit obligations
CHAPTER 07
Association Organs: General Assembly, Board of Directors, and Supervisory Board
Law No. 5253 envisages three mandatory organs for associations. It is a legal obligation to establish and operate these organs within the framework of the determined procedures and principles.
| 🏛 General Assembly | ⚖ Board of Directors | 🔍 Supervisory Board |
It is the most authoritative decision-making organ of the association. It meets ordinarily at least once every two years. Critical decisions such as bylaw amendments, dissolution, and the election of the board of directors are taken in this organ. | It represents and binds the association. It consists of at least 5 principal and 5 reserve members. It carries out daily business and transactions; it can enter into contracts and commitments on behalf of the association. | It audits the accounts and activities of the association. It consists of at least 3 principal and 3 reserve members. It reports the audit results to the general assembly. |
In addition to these three mandatory organs, other organs (disciplinary board, scientific board, etc.) can be created in the association's bylaws according to need. However, the duties and authorities of the mandatory organs cannot be transferred to other organs via bylaws.
CHAPTER 08
Foreigners Establishing Associations and Membership Rights
Law No. 5253 also grants foreign real and legal persons the right to establish associations and become members of existing associations under certain conditions. Foreign real persons can establish associations provided they reside in Turkey and have completed the age of 18. On the other hand, for foreign nationals to become members of an association in Turkey, approval must be obtained from the local civil administration authority.
Representative Offices of Foreign Associations: Foreign associations established abroad must obtain permission from the Ministry of Interior to open a representative office in Turkey. This process is subject to different procedures than domestic establishment.
CHAPTER 09
Prohibited Activities in Associations and Legal Limits
The Constitution and Law No. 5253 have brought some limits to the activities of associations. Violation of these limits can cause severe sanctions ranging from an administrative fine to the suspension of the association's activities, or even a closure lawsuit.
It is forbidden to receive financial aid from or provide financial aid to political parties.
It is forbidden to engage in activities outside the purpose of the association and to violate the provisions of the bylaws.
It is forbidden to cooperate with organizations that threaten the integrity of the state or constitute a crime.
It is forbidden to operate for the purpose of supporting a specific political party.
It is forbidden to accept aid and resources from abroad contrary to the legislation.
It is forbidden to recruit personnel or provide financial support to illegal armed organizations.
⚠ Attention - Risk of a Closure Lawsuit: According to the constitutional court, for an association to be closed, the activities must have become a focal point. Mere violation of the bylaws does not constitute a basis for a closure lawsuit; however, it can lead to administrative sanctions.
CHAPTER 10
Common Mistakes Made in the Association Establishment Process
In practice, repeating errors stand out in the association establishment processes. Identifying these errors in advance; is of great importance in terms of preventing time and cost losses.
Incomplete or incorrect bylaws: The absence of legally mandatory elements in the bylaws is the most frequently encountered problem.
Misleading expressions in the association name: Names that evoke existing official institutions or are excessively similar become the subject of administrative objections.
Insufficiency in the number of founders: Failure to meet the condition of at least 7 founding members results in the rejection of the application.
Delay in book notarization: Failure to have legal books notarized on time can lead to administrative fines.
Practices incompatible with the bylaws: The board of directors taking decisions not foreseen in the bylaws lays the groundwork for legal problems in the following period.
Neglecting the declaration obligation: Failure to submit an annual declaration frequently causes administrative fines.
CHAPTER 11
Conclusion: The Importance of Legal Counsel
The process of establishing an association in Turkey, although relatively simple, is a technical process that requires legal meticulousness. It is mandatory to act in accordance with Law No. 5253 and related legislation at every stage, from the preparation of the bylaws to the establishment declaration, from bookkeeping obligations to the annual declaration processes. A correctly prepared bylaw secures the future of the association; it minimizes administrative sanctions and litigation risks. On the other hand, applications made with incomplete or incorrect documents lead to the prolongation of the process and unnecessary expenses.
Professional Legal Support: Getting support from an experienced lawyer in the association establishment process and in the subsequent audit and compliance processes; saves both time and reinforces legal security.
The information contained in this guide is for general legal information purposes, and it is recommended to obtain individual legal advice for each specific situation.
Get Professional Support in the Association Establishment Process
"I am by your side at every stage, from the preparation of bylaws to the establishment declaration, from audit processes to compliance obligations."
Attorney Arb. Fatih Mehmet Tercan
✉ info@tercanhukuk.com | 📞 0532 511 84 02
This article is for general information purposes; it does not constitute legal advice.