Corporate Law in Türkiye

Corporate law in Türkiye is governed primarily by the Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), supported by the Turkish Code of Obligations No. 6098, the Capital Markets Law No. 6362 for listed companies, and the Foreign Direct Investment Law No. 4875. We advise foreign investors and companies through the full life cycle of a Turkish business, from the first incorporation to restructuring, dispute and exit. This page explains how the system works in practice and what each decision means for you as an investor.

Choosing and Forming a Company

The Turkish Commercial Code recognizes several company forms. In practice, foreign investors almost always use one of two:

• Joint Stock Company (Anonim Şirket, A.Ş.) — capital is divided into shares, shareholders are liable only up to their subscribed capital, and shares can generally be transferred freely without notarization. It is the preferred vehicle for larger operations, external investment, share-based incentive plans and any plan to list on Borsa İstanbul. The minimum capital is 250,000 TL (since 1 January 2024).
• Limited Liability Company (Limited Şirket, Ltd. Şti.) — a simpler, lower-cost structure with one or more members whose liability is limited to their capital contribution. Share transfers require notarization and registration, which keeps the shareholder base stable but makes exits slower. The minimum capital is 50,000 TL (since 1 January 2024).

Feature	A.Ş.	Ltd. Şti.
Minimum capital	250,000 TL	50,000 TL
Share transfers	Generally free, no notarization	Notarization and registration required
Best suited for	Scale, outside investors, listing	Lean, closely held operations
Management	Board of directors (single member allowed)	One or more managers

The Code also permits collective (kollektif) and commandite (komandit) partnerships, where one or more partners bear unlimited liability. These are rarely chosen by foreign investors precisely because they lack limited-liability protection.

What this means for you

If you plan to raise capital, admit investors, grant shares to key staff or eventually list, start with an A.Ş. even though it costs a little more to run. If you are opening a lean local trading or service entity that you will own alone or with one partner, the Ltd. Şti. is usually the pragmatic choice. Converting from one form to the other later is possible but adds cost and time, so it is worth choosing correctly at the outset.

The formation process, step by step

Formation runs through the relevant Trade Registry (Ticaret Sicili) and typically follows a clear sequence:

1. Reserve the trade name and prepare the articles of association, tailored to your governance and shareholder needs.
2. Obtain tax numbers for foreign shareholders and directors, and notarize or apostille foreign documents (passports, board resolutions of a corporate shareholder, powers of attorney).
3. Register through MERSIS (the central trade registry system) and file at the Trade Registry.
4. Deposit capital as required, obtain the company tax number, e-signature and signature circular, and open a corporate bank account.

Under Law No. 4875 foreign and domestic investors are treated equally, so companies can be wholly foreign-owned in most sectors. In practice, the single biggest source of delay is the legalisation of documents issued abroad, so begin apostilles and sworn translations before anything else.

Choosing the wrong company form is one of the most expensive early mistakes a foreign investor makes: switching later means new registrations, fresh capital rules and lost time. Decide with your five-year plan in mind, not just this year’s budget.

Corporate Governance

Governance under the Turkish Commercial Code centers on a clear allocation of power between shareholders and management, with mandatory rules that protect creditors and minority holders.

Management

• In an A.Ş., a board of directors (yönetim kurulu) manages and represents the company. A single-member board is permitted, and directors need not be shareholders or Turkish residents. A legal entity can sit on the board through a designated real person.
• In a Ltd. Şti., one or more managers (müdürler) run the company; at least one shareholder-manager must hold management authority, and the company must always have someone empowered to represent it.

Directors and managers owe statutory duties of care and loyalty, must avoid conflicts of interest, and can face personal liability for breaches, unpaid public debts, unremitted tax and social-security contributions, and certain insolvency-related failures. This personal exposure is a real risk for foreign directors who delegate day-to-day compliance, so reporting lines and indemnities should be defined from day one.

Shareholder Rights

The Code protects both majority and minority shareholders. Key rights include:

• Voting at the general assembly (genel kurul) on core matters such as accounts, board election, capital changes, mergers and amendments to the articles;
• Receiving dividends and a share of any liquidation surplus;
• Information and inspection rights, and the ability to request a special audit into suspected irregularities;
• Minority protections — shareholders holding a defined percentage (generally 10%, or 5% in listed companies) can, for example, call a general assembly, add items to the agenda or move to postpone financial statements.

Well-drafted shareholder agreements and tailored articles of association reduce deadlock and dispute risk, particularly in joint ventures. Standard clauses cover reserved matters requiring a supermajority, tag-along and drag-along rights, pre-emption on new shares, exit and buy-out mechanics, and how to break a 50/50 deadlock before it paralyses the business.

In practice, foreign parent companies should also decide early who will hold signature authority in Türkiye and how it will be limited. A carefully scoped signature circular and internal approval matrix prevent a local manager from binding the company beyond the mandate, and they are the first documents a Turkish bank or counterparty will ask to see.

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Mergers, Acquisitions and Exit

M&A in Türkiye takes the form of share deals, asset deals, statutory mergers, demergers and joint ventures. Transactions are shaped by the Turkish Commercial Code, the Code of Obligations, the Capital Markets Law for listed targets, and merger-control review by the Competition Authority (Rekabet Kurumu) under Law No. 4054 where the turnover thresholds are met.

A typical deal moves through three phases:

• Due diligence — a legal and financial review of the target’s title, share ledger, contracts, litigation, employment, tax and regulatory standing, designed to surface hidden liabilities before you are bound;
• Negotiation and documentation — agreeing price, structure, conditions precedent, and the warranties and indemnities that allocate risk in the share purchase agreement, alongside any shareholder or escrow arrangements;
• Closing and post-closing — satisfying conditions (including competition clearance where required), transferring shares or assets, registering the changes, and integrating operations, reporting and compliance.

For sellers, the same discipline applies in reverse: clean corporate records, resolved disputes and organised contracts materially raise value and shorten the process. We also advise on exit through trade sales, secondary sales and orderly winding-up.

How We Help

We act for foreign investors, corporate groups and individuals on incorporation, governance, shareholder and joint-venture agreements, capital increases, restructurings, M&A and exit in Türkiye. Our aim is precise, commercially aware advice that keeps you compliant with the Turkish Commercial Code while protecting your investment at every stage.

Contact us to discuss forming, running or restructuring a company in Türkiye.