Establishing a company in Türkiye is a defined legal process governed mainly by the Turkish Commercial Code No. 6102. The right structure and correct handling of registration, capital and compliance are decisive for both foreign investors and local entrepreneurs. Türkiye combines a young market of 85 million people, a customs union with the EU and a strategic position between Europe, the Middle East and Central Asia, which is why so many international businesses choose it as a base. This guide sets out the company types, formation steps, ongoing obligations and the practical decisions that matter most before you commit.
Choosing the Right Company Type
Turkish law offers several structures. The choice depends on the size of your business, its activity, how you intend to fund it and your long-term objectives, including any plans to bring in investors or sell the business later.
- Limited Company (Ltd. Şti.) — Suited to small and medium-sized businesses. It requires at least one shareholder and a minimum capital of 50,000 TL. Shareholder liability is limited to the subscribed capital, though shareholders can be held personally liable for unpaid public debts such as taxes and social security premiums in proportion to their shares.
- Joint-Stock Company (A.Ş.) — Suited to larger businesses and those that intend to raise capital through share issuance. It requires at least one shareholder and a minimum capital of 250,000 TL. It is the only structure that can be publicly listed, allows different classes of shares, and offers the cleanest, most flexible mechanism for transferring shares to new investors.
- Branch Office — An extension of a foreign parent company with no separate legal personality. It may carry out commercial, profit-generating activity in Türkiye, but the parent remains liable for its obligations.
- Liaison Office — Represents the foreign parent for market research, coordination and representation only. It may not generate profit or invoice for services, and is authorized by the Ministry of Industry and Technology for a defined period.
Both minimum capital figures above reflect the increase that took effect on 1 January 2024. For cash contributions, at least 25% must be paid into a blocked bank account before registration, and the remainder within 24 months.
| Feature | Ltd. Şti. | A.Ş. |
|---|---|---|
| Minimum capital | 50,000 TL | 250,000 TL |
| Share transfers | Notarized deed, registered at Trade Registry | Simple, flexible transfer of share certificates |
| Public listing | Not possible | The only structure that can list |
| Different share classes | Privileges possible via articles | Available |
| Typical fit | Small and medium businesses | Growth, outside investors, eventual exit |
What this means for you
For most foreign entrepreneurs starting fresh, a limited company is the fastest and most economical entry point. If you anticipate raising external capital, issuing shares to partners or employees, or a future sale, an A.Ş. repays its slightly higher setup and governance cost. If you already run an established business abroad and simply want a Turkish presence, a branch or liaison office may fit better than a new company.
A common and expensive mistake is choosing a structure to save a few thousand liras at setup, then converting later. Converting a Ltd. Şti. into an A.Ş. — or restructuring to admit an investor — costs far more in legal fees, tax exposure and lost time than picking the right vehicle at the start.
The Formation Process
The core steps for setting up a Turkish company are as follows. In practice they run partly in parallel, and a well-prepared file can move from instruction to a registered company in a matter of days.
- Reserve the company name — Choose a distinctive name and check availability through MERSIS. Naming rules restrict certain terms and require the company-type suffix (Ltd. Şti. or A.Ş.).
- Prepare the articles of association — Draft the founding document setting out the company name, registered address, purpose, capital and shareholder structure. It is prepared and signed through the MERSIS electronic system. Getting the corporate purpose (faaliyet konusu) right here matters, because it defines what your company may lawfully do.
- Obtain tax numbers — Foreign shareholders and directors must obtain a Turkish tax identification number, which can be done in person or by proxy.
- Deposit capital — Pay the required portion of cash capital into a blocked account. Note that a Competition Authority contribution of 0.04% of the capital (Law No. 4054, art. 39) is also payable on incorporation and on capital increases; since October 2024 it is paid directly to the Authority’s account rather than through the Trade Registry.
- Register with the Trade Registry — File the incorporation documents with the local Trade Registry Office, which operates under the Ministry of Trade. The company acquires legal personality on registration, and the incorporation is announced in the Trade Registry Gazette.
- Complete tax and social security registration — Register with the tax office, obtain your tax plate, and, once you hire staff, register with the Social Security Institution (SGK).
- Open a bank account and keep books — Open a corporate bank account, release the blocked capital, and set up statutory accounting records with a certified accountant (SMMM).
Foreign investors may complete most of these steps through a notarized power of attorney, without travelling to Türkiye.
One practical point deserves early attention: banking. Turkish banks apply their own compliance checks to companies with foreign shareholders, and account opening can take longer than the incorporation itself. Preparing a clear description of your activity, source of funds and group structure in advance — and choosing a bank experienced with foreign-owned companies — prevents your newly registered company from sitting idle while it waits for an account.
Equal Treatment of Foreign Investors
Under the Foreign Direct Investment Law No. 4875, foreign investors are treated on equal terms with Turkish nationals. In most sectors, 100% foreign ownership is permitted, there is no minimum investment threshold for ordinary companies, and profits and capital can be freely transferred abroad. Regulated sectors, including defense, energy, banking, insurance and media, may impose licensing or ownership conditions that require sector-specific review before you commit.
If your business touches a regulated sector, confirm the licensing and ownership rules before you incorporate. Discovering a foreign-ownership cap or a special permit requirement after registration can force a costly restructuring or stall your launch entirely.
Permits, Licenses and Intellectual Property
Depending on your activity, you may need permits or licenses from sector regulators in fields such as construction, healthcare, tourism, food and beverage, manufacturing and transportation. A local municipal business licence (işyeri açma ve çalışma ruhsatı) is required for most physical premises.
It is also prudent to protect your brand and innovations early by registering trademarks, patents and designs with the Turkish Patent and Trademark Office (TÜRKPATENT). Türkiye follows a first-to-file system, so registering your trademark promptly is the safest way to secure it. If your products carry a regional identity, note that geographical indications are governed by Law No. 6769 on Industrial Property.
Ongoing Compliance
Incorporation is only the starting point. A Turkish company must meet continuing obligations, including:
- Tax compliance — corporate income tax, VAT and payroll withholding, with timely monthly and annual returns and proper accounting records maintained by a certified accountant.
- Corporate governance — holding annual general assembly and board meetings and documenting major decisions as required by the Turkish Commercial Code.
- Annual filings — keeping the Trade Registry updated on financial and structural changes such as capital increases, address changes and director appointments.
- Employment law — complying with the Labour Law No. 4857 on contracts, working hours, minimum wage, severance and termination.
- Permit renewals — renewing licenses and monitoring regulatory changes affecting your business.
Missing these obligations can trigger administrative fines, tax penalties and, in serious cases, personal liability for directors. Building a reliable accounting and legal calendar from day one is far cheaper than remediation.
How We Help
We advise on the optimal structure for your objectives, prepare and file all incorporation documents, handle capital and tax registration, coordinate notarization and sworn translations, and support you through post-formation compliance. Where your plans involve residence or work permits, sector licensing or intellectual property, we align those workstreams with the incorporation so nothing falls through the cracks. Our aim is a clean setup that lets you operate in Türkiye without surprises. Contact us to discuss your company formation.
How company formation works
- 01
Choose the structure
We assess your business plan, funding and exit goals to select the right vehicle — Ltd. Şti., A.Ş., branch or liaison office.
- 02
Prepare documents & PoA
We draft the articles of association via MERSIS and coordinate notarized, apostilled and sworn-translated documents, so you can act entirely through a power of attorney.
- 03
Tax numbers & capital
We obtain Turkish tax identification numbers for shareholders and directors and arrange the required capital deposit into a blocked bank account.
- 04
Trade Registry registration
We file the incorporation with the Trade Registry Office; the company acquires legal personality on registration, usually within a few business days.
- 05
Post-incorporation setup
We complete tax office and SGK registrations, help open the corporate bank account and set up your accounting and compliance calendar.
Frequently asked questions
What is the minimum capital for a company in Türkiye?
As of 1 January 2024, a joint-stock company (A.Ş.) requires at least 250,000 TL and a limited company (Ltd. Şti.) at least 50,000 TL. At least 25% of subscribed cash capital must be paid before registration, with the balance due within 24 months.
Can a foreigner own 100% of a Turkish company?
Yes. Under the Foreign Direct Investment Law No. 4875, foreign investors have equal treatment with Turkish nationals and may own 100% of a company. Only a few regulated sectors, such as defense, energy and finance, carry additional restrictions.
Do I need to be in Türkiye to form a company?
Not necessarily. Incorporation can be completed through a notarized power of attorney granted to your Turkish lawyer, though a Turkish tax number and, for most structures, a local bank account are required.
How long does company formation take in Türkiye?
Once documents are ready, registration at the Trade Registry Office is usually completed within a few business days. Preparing documents, notarization and translations for foreign shareholders typically add one to two weeks.
What is the difference between a branch and a liaison office?
A branch office may carry out commercial, profit-generating activity as an extension of the foreign parent, with no separate legal personality. A liaison office may only conduct market research and representation and is prohibited from generating profit.
Ltd. Şti. or A.Ş. — which structure should I choose?
A limited company is simpler and cheaper to run and suits most small and medium businesses. A joint-stock company offers easier share transfers, potential tax advantages on the sale of shares, the ability to issue different share classes and the only route to a public listing. If you plan outside investment or an eventual exit, an A.Ş. is usually the better long-term choice.
What documents do foreign shareholders need to provide?
Typically a notarized and apostilled passport copy, a notarized power of attorney for your Turkish lawyer, and, for corporate shareholders, an apostilled certificate of activity or good standing plus a board resolution approving the investment. All foreign documents must be translated into Turkish by a sworn translator and notarized in Türkiye.
Does forming a company give me a residence or work permit in Türkiye?
Not automatically. Owning or managing a Turkish company can support an application for a work permit or a short-term residence permit, but these are separate processes with their own criteria. Company formation and immigration status should be planned together from the outset.