Commercial activity in Türkiye rests on two central statutes, and almost every business decision a foreign investor makes here traces back to one of them. Understanding how they interact, and where specialist regulation layers on top, is the difference between a smooth market entry and an expensive correction later. We advise companies and individuals at every stage of the commercial lifecycle, from the first decision about entity type to the day a contract has to be enforced.
The legal framework
The Turkish Commercial Code No. 6102 governs merchants, commercial enterprises, companies, negotiable instruments and the rules of trade. The Turkish Code of Obligations No. 6098 governs contracts and general obligations, and it applies wherever the Commercial Code does not provide a special rule. In practice the two work together: the Commercial Code tells you what kind of company you have and how it must be run, while the Code of Obligations tells you how the agreements that company signs are formed, interpreted and enforced.
Around these two codes sits a wider body of regulation covering employment, competition, intellectual property, capital markets and insolvency. A distribution deal can touch competition law; hiring staff engages the Labour Code; a brand licence engages IP legislation. For any individual or company doing business in the country, the practical skill is seeing how these regimes fit together before a transaction, not after a problem.
Company formation and governance
Foreign investors can establish and fully own companies in Türkiye in most sectors, with no general requirement for a Turkish partner. Choosing the right vehicle is the first strategic decision:
- Limited liability company (limited şirket) — the most common vehicle for small and medium operations; minimum capital 50,000 TL since 1 January 2024
- Joint stock company (anonim şirket) — preferred for larger ventures, capital raising and future share transfers; minimum capital 250,000 TL since 1 January 2024
- Branch office — an extension of a foreign parent, without separate legal personality
- Liaison office — for market research and representation, without commercial trading activity
| Vehicle | Minimum capital | Best suited for |
|---|---|---|
| Limited company (Ltd.) | 50,000 TL | Small and medium operations with stable ownership |
| Joint stock company (A.Ş.) | 250,000 TL | Growth ventures, capital raising, future share transfers |
| Branch office | No separate capital requirement | Extending a foreign parent’s existing business |
| Liaison office | Not applicable — no trading | Market research and representation only |
The practical differences matter more than the labels. Share transfers in a limited company require a notarised deed and Trade Registry filing, which makes exits and new-investor rounds heavier; in a joint stock company shares transfer far more freely, which is why growth-stage businesses and anything heading toward outside investment usually start as an A.Ş. We handle the full process: entity selection, drafting the articles of association, obtaining tax numbers, registration with the Trade Registry, and structuring governance so that shareholders’ and directors’ rights and duties are clear from day one.
Almost every shareholder dispute we see could have been prevented by three clauses agreed at formation: how decisions are made, how a shareholder exits, and how the company is valued when they do.
Commercial contracts
A commercial contract sets out the rights and obligations of the parties in a business relationship. Under the Code of Obligations No. 6098, most contracts are valid without a specific form, but a clear written agreement protects everyone involved and is often the only reliable evidence of what was actually agreed.
A well-drafted commercial contract should address:
- Scope — the purpose of the agreement and the goods or services covered
- Terms and conditions — payment schedule, delivery timelines and performance standards
- Duration — start date and, where relevant, end date, and whether the term is fixed or indefinite
- Dispute resolution — arbitration, mediation or the competent court, plus governing law
- Termination — the circumstances in which either party may exit the contract, and the consequences
Dates matter more than clients expect. Precise commencement and completion dates fix performance, delivery and payment obligations, and they become the critical reference points if a dispute or breach arises. A contract that is silent on timing hands the other side an argument.
Contracts we regularly draft and negotiate include joint venture and shareholders’ agreements, share and business purchase agreements, supply and distribution agreements, franchise agreements, confidentiality agreements, employment contracts, intellectual property licences and assignments, and finance agreements.
Commercial law and contract law: where the line sits
The two are related but distinct, and knowing the difference helps a company stay compliant. Commercial law is the broader field covering all rules that affect merchants and business transactions, including company law, negotiable instruments and unfair competition. Contract law, governed mainly by the Code of Obligations No. 6098, deals specifically with how individual agreements are formed, interpreted and enforced. Within a commercial setting, contract law applies to each deal the business signs, while commercial law sets the framework the business itself operates in.
Mergers, acquisitions and restructuring
We advise on share and asset acquisitions, joint ventures, and corporate restructuring under the Commercial Code No. 6102. On the buy-side and sell-side this means legal due diligence to surface hidden liabilities, negotiating and drafting the transaction documents, and structuring warranties and indemnities so the risk sits where the commercial deal intends. Where the parties’ turnover crosses the relevant thresholds, a transaction may require merger-control notification to and clearance from the Competition Authority before closing.
A deal price agreed on a handshake is only as good as the due diligence behind it. What surfaces in diligence, from tax exposure to unassignable contracts, is usually what determines the final terms.
Disputes and enforcement
Commercial disputes in Türkiye are heard by specialised Commercial Courts of First Instance. For most monetary commercial claims, mandatory mediation is a precondition to filing suit, which means a claim brought without first attempting mediation can be dismissed on that ground alone. Mediation is often faster and cheaper than litigation and keeps commercial relationships intact where that still matters.
For a foreign creditor, enforcement strategy should be considered before the dispute, not after judgment. Whether the Turkish counterparty has attachable assets, whether the contract’s forum clause produces a decision that can actually be enforced in Türkiye, and whether interim measures such as precautionary attachment are available can matter more than the merits themselves. We routinely review contracts on exactly this point before signature.
Where the parties have agreed to it in writing, arbitration offers a confidential and often faster route, and awards are enforceable, including internationally under the New York Convention. We assess the strongest strategy for each matter, whether that is negotiation, mediation, litigation or enforcement of a judgment or award, and we build the case around the outcome you actually need rather than defaulting to court.
How we help
Whether you are launching a new venture, expanding an existing operation, or need advice on a specific contract or dispute, we build a practical legal strategy around your commercial goals. We work in English, coordinate the notary, Trade Registry and banking steps that trip up most first-time entrants, and stay involved after formation so the structure keeps serving the business. Get in touch to discuss how we can support your business in Türkiye.
How a market entry typically runs
- 01
Entity selection
We map your commercial goals to the right vehicle — Ltd., A.Ş., branch or liaison office — before any paperwork starts.
- 02
Documents and powers of attorney
Shareholder documents are gathered and apostilled powers of attorney prepared for foreign parties, the step most likely to cause delay.
- 03
Registration and setup
Articles of association are drafted and the company registered with the Trade Registry, with tax numbers and bank account coordinated in parallel.
- 04
Governance and contracts
Shareholder terms, director duties and the core commercial contracts are put in place so the structure works from day one.
- 05
Ongoing support and disputes
We stay involved after formation, from contract negotiations to mandatory mediation and litigation if a dispute arises.
Frequently asked questions
Which laws govern commercial activity in Türkiye?
The core statutes are the Turkish Commercial Code No. 6102, which governs merchants, companies and negotiable instruments, and the Turkish Code of Obligations No. 6098, which governs contracts and general obligations. Specific matters may also fall under labour, competition, intellectual property, capital markets and insolvency legislation.
What company types can a foreign investor set up in Türkiye?
The most common structures are the limited liability company (limited şirket) and the joint stock company (anonim şirket). Foreign investors may also open a branch or a liaison office. There is no general requirement for a local shareholder, and 100 percent foreign ownership is permitted in most sectors.
How much capital do I need to form a company?
Since 1 January 2024 the minimum share capital is 250,000 TL for a joint stock company (A.Ş.) and 50,000 TL for a limited company (Ltd.). For a non-public A.Ş. that adopts the registered-capital system the initial minimum is higher. Capital can generally be committed on formation and paid in within the statutory period rather than all at once.
Do commercial contracts have to be in writing in Türkiye?
Most commercial contracts are valid without a written form, but writing is strongly advised and is mandatory for certain transactions, such as share transfers in a limited liability company, which require a notarised deed. A clear written contract sets the scope, payment terms, delivery dates and dispute resolution mechanism.
Can we choose foreign law or arbitration for a contract with a Turkish party?
Yes. In contracts with a foreign element, parties can generally choose the governing law and agree to arbitration or a foreign forum. Certain mandatory Turkish rules still apply, so the clause should be drafted with those limits in mind and with an eye to where any award or judgment will ultimately be enforced.
How long does it take to set up a company?
A limited or joint stock company can often be registered within a few working days once the notarised documents, tax numbers and articles of association are ready. Timing depends mainly on gathering shareholder documents, apostilled powers of attorney for foreign parties, and opening a Turkish bank account, which are the steps most likely to cause delay.
How are commercial disputes resolved in Türkiye?
Commercial disputes are heard by specialised Commercial Courts of First Instance. Mandatory mediation applies to most monetary commercial claims before a lawsuit can be filed, and arbitration is available where the parties have agreed to it in writing.