A foreigner sets up a company in Türkiye in the same way as a Turkish investor: choose a joint stock company (anonim şirket, A.Ş.) or a limited company (limited şirket, Ltd. Şti.), sign the articles of association, pay in the capital the Turkish Commercial Code No. 6102 (TTK) requires, and register the company with the trade registry, on which it acquires legal personality (TTK Art. 355(1) and 588(1)). Article 3(a) of the Foreign Direct Investment Law No. 4875 provides that, unless international agreements or special laws provide otherwise, direct foreign investment in Türkiye is free and foreign investors are subject to equal treatment with domestic investors; the Law sets no minimum investment amount and no local-partner requirement. The minimum capital in TTK Art. 332(1) and 580(1), raised by Presidential Decision No. 7887 with effect from 1 January 2024, is 250,000 TL for a joint stock company and 50,000 TL for a limited company. In a joint stock company at least 25% of the nominal value of the shares subscribed in cash is paid before registration and the rest within 24 months of registration (TTK Art. 344(1)); that pre-registration payment rule does not apply to a limited company (TTK Art. 585(1)). The articles must be registered with the trade registry of the company’s seat and announced in the Trade Registry Gazette within thirty days, counted for a joint stock company from its incorporation (TTK Art. 354(1)) and for a limited company from the signing of the articles before the trade registry officer (TTK Art. 587(1)).
The openness is real; what newcomers underestimate is the sequence — choosing the right vehicle, meeting the capital rules that changed in 2024, and getting foreign-shareholder documents into the form the trade registry expects. This guide walks through the decisions in the order they arise, from entity choice to the permits that sit on top of incorporation.
Foreign investors and the principle of equal treatment
The starting point is the Foreign Direct Investment Law No. 4875. Its central idea is equal treatment: subject to limited exceptions, foreign investors have the same rights and obligations as Turkish investors. In practice this means a foreign person or company can hold 100% of the shares of a Turkish company, appoint its directors and repatriate profits, without needing a local partner as a general rule.
The exceptions are sector-specific rather than general. Banking, insurance, energy, private security, broadcasting and aviation, among others, carry licensing conditions or shareholding rules, and a small number of activities are restricted for security reasons. The practical discipline is simple: confirm the treatment of your specific activity before you incorporate, not after.
Choosing the vehicle: joint stock or limited company
Almost every foreign investment is built as one of two company types. Both give shareholders limited liability, but they behave differently.
| Feature | Joint stock company (A.Ş.) | Limited company (Ltd. Şti.) |
|---|---|---|
| Minimum capital (since 1 January 2024) | 250,000 TL | 50,000 TL |
| Capital before registration | 25% of cash capital | None required upfront |
| Share transfer | Freer; shares can move without registry amendment | Notarised, with general assembly approval |
| Liability for public debts | Shareholders shielded | Shareholders liable in proportion for unpaid public debts |
| Typical use | Raising investment, larger operations, exit-ready | Small and medium operations, closely held |
The limited company is cheaper and lighter to administer, which makes it attractive for a first, closely held operation. The joint stock company costs more to run but offers freer share transfers and shields shareholders from personal liability for unpaid taxes and public debts — which is why it is the standard choice where outside investment or a future sale is in view. If you expect to take on partners, the vehicle decision should be made alongside a shareholders’ agreement, because the two shape corporate governance together. That difference reappears the day a shareholder wants out: transfers in a limited company run through a statutory approval and registration sequence with its own deadlines, described in share transfer in a Turkish limited company.
Minimum capital and how it is paid
Capital rules changed at the start of 2024. The minimums sit in the Turkish Commercial Code No. 6102 (arts. 332 and 580) and were raised by Presidential Decree No. 7887 of 24 November 2023, published in the Official Gazette of 25 November 2023, No. 32380. Since 1 January 2024, and unchanged as at July 2026, the statutory minimum is 250,000 TL for a joint stock company and 50,000 TL for a limited company; the Ministry of Trade states that the amounts apply to companies newly incorporated as of that date. A non-public joint stock company that adopts the registered capital system needs an initial capital of 500,000 TL over the same period.
Two points regularly surprise founders. First, for a joint stock company at least 25% of the cash capital must be deposited into a blocked bank account before registration, with the remaining 75% payable within twenty-four months; a limited company carries no such pre-registration payment, although its capital too is payable within twenty-four months of registration. Second, these figures are legal floors, not a measure of what a business needs — the working capital required to actually operate is a separate, usually larger, question.
One deadline is worth flagging for anyone buying into an existing Turkish company rather than forming a new one. Under TTK provisional article 15, companies whose capital is still below these minimums must raise it by the deadline the Code set at 31 December 2026 or be deemed dissolved, and a registered-capital-system company that does not lift its initial and issued capital to 500,000 TL by the same date is deemed to have left that system. No quorum is required at the general assembly convened for the increase. The Ministry of Trade may extend the period twice, by one year each, and by a Communiqué published in Official Gazette No. 33403 of 17 October 2026 it extended both periods to 31 December 2027; one further extension remains possible.
The incorporation process step by step
The mechanics run through MERSIS, the central trade registry system, and the local trade registry office. In outline, the founders reserve a company name and prepare the articles of association online, obtain Turkish tax numbers for the foreign shareholders and directors, and sign the incorporation documents — in person or through an apostilled power of attorney. The file is then submitted to the trade registry with the Competition Authority share and, for a joint stock company, proof of the capital deposit. Once registered, the company is announced in the Trade Registry Gazette, its books are certified, and tax and social security registrations follow.
Registration also brings the company inside the tax system, and the headline rates are worth knowing before the structure is fixed. For the 2026 tax year the general corporate income tax rate is 25% of corporate earnings, rising to 30% for banks, financial institutions, insurance and certain other listed sectors; since the 2025 tax year a domestic minimum corporate tax also applies, so the tax computed cannot fall below 10% of corporate earnings before deductions and exemptions. Earnings derived exclusively from exports carry a five-point reduction, at 20%, per the Revenue Administration’s March 2026 guidance on corporate tax rates. The general VAT rate has been 20% since 10 July 2023.
No official processing time is published for incorporation, so any promised turnaround should be treated with caution; what the law fixes is the thirty-day deadline for registering and announcing the articles. The timeline in practice is set almost entirely by the foreign-shareholder documentation — apostilled passports or corporate extracts, notarised translations and powers of attorney — which is why assembling those papers early is the single most useful thing a foreign founder can do.
Permits, sectors and staffing
Incorporation gives you a company; it does not, by itself, give you the right to carry on a regulated activity. Businesses in licensed sectors — banking, insurance, energy, healthcare, certain logistics and others — need the relevant sector permit before they can operate. Employing people adds a second layer: hiring foreign staff requires work permits, and a company sponsoring a foreign worker generally has to meet the capital and Turkish-employment conditions laid down in the work-permit legislation. Directors who are foreign and will actively work in the company fall within the same regime.
A clinic admitting patients from abroad illustrates the point: incorporation is only the first step, and the separate ministerial permission is examined in the international health tourism authorisation certificate. Entering the trade name in the trade registry is also not the same thing as protecting the brand; the distinction is set out in trade name versus trademark.
After incorporation: partners, growth and exit
A company is the beginning of a structure, not the end of one. Where there are several investors, the governance, veto rights and exit mechanics belong in a shareholders’ agreement read together with the articles of association. Where the goal is to enter the market quickly rather than build from scratch, acquiring an existing business can be faster than incorporating — with its own diligence and structuring work. And where a foreign supplier wants reach without a subsidiary at all, appointing a Turkish distributor or agent is an alternative, though one that carries its own termination and indemnity exposure. Exit has a tail of its own: once liquidation closes and the company is deleted from the trade registry its legal personality is gone, so any business left unfinished has to be dealt with by an action to re-register the company before it can be touched at all.
Whichever route fits, the recurring lesson is the same as with the incorporation itself: the legal minimum and the commercial reality are two different measures, and the work is in aligning them before, not after, the company starts trading. Our company formation and foreign investment practices advise foreign investors through each of these stages.
Where that exit ends in closure rather than a sale, the disputes arising on and after deletion from the registry are handled under company exit and post-closure reinstatement.
