Company Formation in Turkey (Türkiye)

This page sets out how the choice of vehicle is made, the steps from documents to registration, what a foreign shareholder has to produce, the capital rules including the 31 December 2027 deadline, and what starts on the day after registration. Every provision cited has been checked against the current official text.

Choosing Between a Limited Company and a Joint Stock Company

The lower minimum capital (TRY 50,000 for an Ltd. Şti. against TRY 250,000 for an A.Ş., as raised by Presidential Decision No. 7887) makes the limited company look like the obvious starting point, and for many service and trading businesses it is. Two features, however, often tip the decision the other way:

1. Liability for Public Debts: Under Article 35 of the Law on the Collection Procedure of Public Receivables No. 6183, a limited company’s partners are directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company, and when a share is transferred the transferor and the transferee are jointly liable for amounts from before the transfer. Article 35 does not extend to joint stock company shareholders, whose liability is limited to the capital they subscribed (TTK Art. 329(2)). Separately, repeated Article 35 of the same Law allows public receivables that cannot be collected from a legal entity to be collected from the personal assets of its legal representatives, in both company types, and applies that rule to the representatives in Turkey of foreign persons and entities. See our analysis of personal liability of directors for company tax and public debts under Law 6183.
2. Transferability of Shares: In a joint stock company, registered shares are transferable without restriction unless the law or the articles provide otherwise, and a transfer can be made by endorsing the share certificate and handing it over (TTK Art. 490); the articles may make transfers subject to the company’s approval (TTK Art. 492). A limited company share moves only by a written transfer with the parties’ signatures certified by a notary (TTK Art. 595(1)) and, unless the company agreement provides otherwise, with general assembly approval, which the general assembly may refuse without giving reasons (TTK Art. 595(2) and (3)); the managers then apply to the trade registry to register the change (TTK Art. 598(1)). For a joint venture, a company that may take in investors or a structure intended to be sold, that difference matters. Our guides to share transfer in a Turkish limited company (TTK 595) and asset deals and the debt that transfers with the business cover the exit side.

2. Prepare the foreign documents. Foreign founders usually act through a lawyer under a power of attorney. Documents issued abroad are legalised by apostille (or by consular certification where the issuing country is not part of the apostille system) and translated into Turkish by a sworn translator. The list for individual and corporate shareholders is set out in the next section.

3. Obtain Turkish tax numbers for the founders. Foreign individuals and foreign companies that will hold shares need a Turkish tax identification number before the articles are signed. This is a procedural step only; it does not make the founder a Turkish taxpayer for any other purpose.

4. Draft the articles of association in MERSİS. The articles (esas sözleşme for a joint stock company, şirket sözleşmesi for a limited company) are prepared in the Ministry of Trade’s MERSİS system. Getting the scope of activity, the capital structure, the management model and the share transfer rules right at this stage avoids amendments that each require a further registration later.

5. Sign the articles. In a limited company the articles must be in writing and signed by the founders before authorised staff at the trade registry office (TCC Article 575). In a joint stock company the founders’ signatures may be certified by a notary or the articles may be signed before the trade registry director or deputy (TCC Article 335). In both cases the founders declare their will to form the company and unconditionally undertake to pay the whole of the capital.

6. Pay in the capital and the Competition Authority contribution. In a joint stock company at least 25% of the nominal value of shares subscribed for cash is paid before registration and the balance within 24 months after registration (TCC Article 344). In a limited company the pre-registration quarter does not apply; Article 585 applies the joint stock company payment rules by analogy, so the capital is paid after registration within the same framework. On formation, and on every later capital increase, both types pay the Competition Authority a contribution of four in ten thousand (0.04%) of the capital or of the increase (Law No. 4054, Article 39(c)).

7. Registration with the trade registry. The trade registry office registers the company and the registration is announced in the Turkish Trade Registry Gazette. The company acquires legal personality on registration (TCC Article 355). Anyone who enters into transactions in the company’s name before registration is personally and jointly liable for them, unless the transaction was expressly made for the company to be formed and the company accepts it within three months of registration.

8. Post-registration setup. Books kept on paper (journal, general ledger, inventory book and the corporate books listed in the Code) must have their opening certified at formation and before use; for joint stock and limited companies the trade registry office certifies them during registration, and books kept electronically need no opening certification (TCC Article 64(3)). The company completes its initial tax registration and establishes ongoing tax compliance in Turkey, opens its corporate bank account, registers with the social security system once it hires staff, and sets up its accounting. Capital companies subject to independent audit must open a website within three months of registration and dedicate part of it to the announcements the law requires (TCC Article 1524).

Individual foreign shareholder or director

• A copy of the passport, translated into Turkish by a sworn translator and certified.
• A Turkish tax identification number.
• A power of attorney for the Turkish lawyer, signed before a notary and legalised by apostille or consular certification, with a sworn Turkish translation.

Corporate foreign shareholder

• A current certificate of incorporation or good standing showing the company’s existence and its authorised signatories.
• A board or shareholder resolution approving the investment, the capital contribution and the appointment of the representative.
• A power of attorney for the person who will sign in Turkey.
• All of the above legalised by apostille or consular certification and translated into Turkish by a sworn translator, plus a Turkish tax identification number for the company.

Most delays in company formation for foreign investors come from this stage rather than from the trade registry: a resolution that does not name the Turkish company correctly, a certificate that is too old, or a power of attorney that does not cover bank and tax-office steps.

1. Foreign documents and translations: certificates of good standing, resolutions and powers of attorney are obtained, apostilled or legalised in the home country, and translated into Turkish by a sworn translator.
2. Tax numbers and MERSİS: Turkish tax numbers are obtained for foreign founders and the articles are prepared in MERSİS.
3. Signing, capital and registration: the articles are signed before the trade registry (or, for a joint stock company, with notarised signatures); for a joint stock company at least a quarter of the cash capital is paid into a special bank account before registration (TTK Arts. 344, 345); the company is registered and the registration is announced in the Turkish Trade Registry Gazette.
4. First steps after registration: the capital held in the bank is released to the company once the registry confirms that it has acquired legal personality (TTK Art. 345(1)), the tax office completes its start-of-business checks, signature circulars are prepared and the operating bank account is opened.

For companies formed before the increase, Provisional Article 15 of the TCC sets a deadline: joint stock and limited companies whose capital is below the new minimum must increase it to the amounts in Articles 332 and 580 by 31 December 2026, “otherwise they are deemed dissolved”. The general meeting that approves the increase needs no meeting quorum, decides by a majority of the votes present, and privileges cannot be used against the resolution. The Ministry of Trade may extend that deadline by one year at a time, at most twice. It used the first extension in a communiqué published in the Official Gazette of 17 October 2026 (No. 33403), which moved the deadline to 31 December 2027; one further extension remains possible, so the current position should be confirmed before relying on the date. Our guide to the Turkish Commercial Code No. 6102 covers these rules.

“Unless special laws provide otherwise” is the qualification that matters in practice. Regulated activities, such as banking or insurance, are governed by their own statutes, which can require licences or set ownership conditions. The activity is therefore checked against the sector rules before the vehicle and the shareholding are fixed.

1. Commercial books (TTK Art. 64(3)): for joint stock and limited companies, the trade registry certifies the opening of books kept on paper (journal, general ledger, inventory book, share ledger, board resolution book and general meeting book) during registration. The closing of the journal must be certified by a notary by the end of the sixth month of the following financial year, and that of the board resolution book by the end of its first month. Books kept electronically need neither opening nor these closing certifications.
2. Social security (Law No. 5510): the employer files a workplace notice at the latest on the day it starts employing insured staff, and notice of a company’s formation given to the trade registry counts as that notice (Article 11). Each employee is notified with the employment start notice before starting work; for a workplace notified for the first time, employees who start within one month of the first hire can be notified within that month (Article 8(1)).
3. Annual general meeting: a joint stock company’s ordinary general meeting is held within three months of the end of each financial year and deals with the election of organs, the financial statements, the board’s annual report, the use of profit and the release of board members (TTK Art. 409(1)); a limited company’s ordinary general meeting is also held within three months of the end of the financial year (TTK Art. 617(1)).
4. Tax registration and filings: the company is registered with the tax office and files its returns from the start; our tax law practice covers the calendar.
5. Notices between merchants (TTK Art. 18(3)): default, termination and rescission notices between merchants are given through a notary, by registered letter, by telegram or by registered electronic mail with a secure electronic signature.

If the enterprise later scales or changes strategic structure, equity can be restructured through share transfers in a limited company under TTK 595 or business lines can be carved out via an asset deal in Türkiye. When an investment concludes, the entity must be closed via formal dissolution and liquidation rather than abandonment; our company exit, liquidation and reinstatement practice guides foreign founders through that orderly process.

If you would like us to look at your plan, send a short outline of the business, the shareholders and the timing through the contact options on this page. We reply in English.

• Share Transfer in a Turkish Limited Company (TTK 595): Notarial execution, general assembly approvals, and registry filing requirements.
• Asset Deals vs Share Deals in Türkiye: Transferred Liabilities: Successor liability, commercial enterprise transfers, and transaction structures.
• The Turkish Commercial Code (Law No. 6102) Explained: the six books of the Code, company types, the capital deadline and the provisions behind shareholder disputes.
• Setting Up a Company in Türkiye as a Foreigner: a narrative guide for foreign shareholders.
• Corporate Law in Türkiye: governance, board liability, and corporate housekeeping under TCC No. 6102.
• Tax Law & Corporate Tax Compliance: corporate income tax, withholding taxes, and tax compliance for new Turkish companies.
• Corporate Shareholder Disputes & Joint Ventures: minority protections (TCC 411), general assembly annulment (TCC 445) and board liability (TCC 553).
• Personal Data Protection (KVKK): VERBİS registration and data protection compliance for corporate enterprises.
• Foreign Investment: structuring inbound investment under Law No. 4875.
• Mergers & Acquisitions (M&A): cross-border due diligence, SPA drafting and Competition Authority merger filings.
• Legal Matters in Istanbul for Foreign Clients and Companies: bilingual corporate governance and commercial court representation.