Company Formation
in Turkey

01 / Foreign Founders

Company Formation in Turkey for Foreigners

Foreign individuals and companies can generally establish and fully own a Turkish limited or joint-stock company. A Turkish shareholder is not normally required. The correct structure depends on the business activity, funding, management and plans for future investors. Some sectors have special ownership or licensing rules, so the activity must be checked before registration.

Legal Istanbul advises on the legal structure, prepares company documents and represents founders in agreed registration steps. The review also covers what happens afterwards: who may sign contracts, how capital will be paid, which permissions are needed and who will manage continuing duties.

Company registration creates a legal business structure. It does not by itself provide a work permit, residence permission, bank account or sector licence. These are separate matters. A founder planning to live in Turkey and run the business should consider them together before signing a lease or committing funds.

This service covers new companies and the legal choices surrounding their formation. Buying an existing company requires a separate review of debts, contracts, employees and earlier transactions. A company with a registration certificate is not necessarily free from liabilities.

02 / Scope Of Work

Legal Support Before and After Registration

The work is agreed according to the proposed company and the founders' needs. Legal representation and accounting support have different roles; responsibility for each task should be clear from the start.

The engagement identifies the client, the documents to be prepared and any work outside the agreed scope. Acting for a company does not automatically mean acting for each shareholder personally. Where founders have different interests, separate advice may be needed before signing their agreement.

03 / Structure

Limited and Joint-Stock Companies

The two common choices are a limited company, called a limited sirket or Ltd., and a joint-stock company, called an anonim sirket or A.S. Both have a legal identity separate from their shareholders. The choice should reflect the planned business, not only the lowest starting capital.

A foreign parent company may instead consider a branch. A branch is not a separate legal entity from its parent. A liaison office serves a different purpose: it requires permission and cannot carry out commercial activity in Turkey. Neither option should be treated as a low-cost substitute without reviewing the intended work.

The limited and joint-stock company comparison explains the structural differences in more detail. Where a sector requires a particular company form, that requirement comes before the founders' preference.

04 / Funding

Minimum Capital and Payment Requirements

The minimum amounts below apply to ordinary companies under the current rules. They are not a complete setup budget. Regulated businesses may face higher requirements, and a realistic operating plan may need considerably more funding.

The company documents and payment decisions may require earlier payment. Assets contributed instead of cash involve separate valuation and transfer rules. Share capital belongs to the company; it is not a fee paid to a lawyer, accountant or registry.

Liability Needs a Separate Review

Limited liability is not complete protection from every debt. Limited company shareholders may be responsible, in proportion to their shares, for qualifying public debts that cannot be collected from the company. Legal representatives can face separate responsibility under the applicable rules. Personal guarantees can also create direct obligations.

Before accepting a manager role or signing a guarantee, review the actual document and the duties attached to the role. A shareholder's financial exposure cannot be assessed from the company name alone.

05 / Company Decisions

Shareholder Rights and Management Powers

The articles of association are the company's registered rules. They set out matters such as its name, purpose, capital and management structure. A separate shareholders' agreement may deal with funding, voting arrangements, information rights and how a shareholder can leave. The two documents must work together and comply with mandatory law.

Discuss who can sign alone, when joint signatures are needed and which decisions require shareholder approval. A private spending limit does not necessarily prevent a contract from binding the company. The legal effect of a restriction, and whether it can be registered, must be checked.

Equal ownership can create difficulty if the partners disagree. An agreement can address decision deadlocks, further funding, restrictions on share sales and the method for valuing an outgoing partner's interest. These points are easier to discuss before money is committed.

Keep access to company records under the company's control. Bank access, accounting records and online accounts should not depend on one founder's personal email. The guide to shareholder disputes explains common problems when control and reporting arrangements are unclear.

06 / Preparation

Documents for Foreign Founders

The document list depends on whether the shareholder is a person or a company, where documents are issued and who will sign. The relevant trade registry's current requirements should be confirmed before arranging translations or sending originals.

Foreign public documents may require an apostille or consular legalisation, followed by the required Turkish translation and notarial process. The correct route depends on the issuing country and document. An apostille confirms the document's official origin; it does not approve the proposed business transaction.

For a company shareholder, identify the people who ultimately own or control it. A simple ownership chart can help explain a group structure to advisers and the bank. Review drafts first so that an incorrect company name or missing authority is not repeated across several certified documents.

07 / Representation

Starting a Company Without Travelling to Turkey

Many registration steps can be handled through an authorised representative. This does not mean every founder can complete every related procedure remotely. Signature requirements, the chosen bank and the people appointed as managers or directors must be considered separately.

A power of attorney should describe the company formation work and any related authority that is genuinely needed. A general document prepared for another purpose may not be accepted. Permission to establish a company should not casually include unrelated powers to borrow, guarantee debts or transfer the founder's other assets.

Where the founder is a foreign company, check who can approve the Turkish investment and sign the power of attorney under its own rules. Certified documents may need to reach Turkey in original form. Courier time and corrections should therefore be included in the schedule.

Before promising a fully remote process, confirm the registry and bank requirements for the actual file. The guide to formation from abroad discusses the distinction between owning a company and running it locally.

08 / Business Premises

Registered Addresses and Virtual Offices

The company needs a registered address supported by a proper arrangement. The premises should be suitable for the intended activity and any required inspections or licences. A mailing address does not solve requirements for a shop, restaurant, warehouse or other regulated workplace.

A virtual office may be suitable for some businesses, but acceptance should not be assumed for every activity or bank. Review the service contract, access arrangements, handling of official notices and what happens if the provider ends the agreement.

Check whether the lease permits the planned use and whether the person signing before registration is personally responsible. A founder who signs in their own name should not assume that the future company automatically replaces them as tenant.

Address changes need follow-up across the relevant records and contracts. Missing an official notice can have consequences even when the business has stopped using the old office. More detail appears in the company address and virtual office guide.

09 / Main Steps

The Company Registration Process

The sequence below describes the main stages. Some tasks can run together; others depend on earlier approvals or documents. MERSIS is the central electronic system used for trade registry applications.

1. 01

   Review the Plan

   Confirm activity, owners, company form, capital, address and any special permissions.

2. 02

   Prepare Documents

   Complete company rules, foreign records, identity details, decisions and representation documents.

3. 03

   Arrange the Filing

   Prepare the MERSIS application, required signatures, payments and registry appointment.

4. 04

   Complete Registration

   Respond to registry requests and obtain the registered records and publication details.

5. 05

   Organise Operations

   Confirm tax, banking, books, employment and licence steps before the relevant activity begins.

A filing reference is not proof that registration has finished. The final documents should be checked for the correct shareholders, capital, address and representation powers. Founders should receive an organised copy of their company records rather than depend on informal updates.

The schedule depends on document readiness, certification, appointment availability and the business activity. Registration may be quick once a straightforward file is complete, but that is not the same as having a fully operational company. Banking or sector approval can take longer. Any estimate should explain what it includes.

10 / Activity Checks

Company Names, Activities and Operating Permissions

The proposed trade name must be checked against registry requirements. Registration of a company name is different from protecting a trademark. A business should consider its brand, domain name and any earlier third-party rights before ordering signs or launching a website.

The company's stated activities and its NACE activity code should reflect what it plans to do. A broad description in company documents does not replace an operating permission. Food, healthcare, tourism, financial services and other regulated activities may require specific approvals, premises or professional qualifications.

For an online business, the review may also cover customer terms, distance sales, privacy duties and sector-specific registration. The location of customers and suppliers matters. A Turkish company selling abroad may face obligations in more than one country.

These checks should be made before a binding property commitment or major equipment purchase. Legal support can identify the approval path and contract conditions needed while an application is pending; it cannot guarantee that an authority will grant permission.

11 / Company Accounts

Bank Accounts and Funding Records

The company bank account is separate from a founder's personal account. The bank reviews the company, its authorised signatories, the people behind its ownership and the planned use of funds. Registration does not guarantee account approval.

Share capital, shareholder loans and customer payments have different purposes. Their records should show the correct payer, recipient and reason for payment. A bank transfer description alone does not replace a loan agreement, capital decision or accounting entry where one is needed.

Agree who can approve payments and access online banking. Keep company passwords and authentication devices under controlled access; sending them to an adviser is not a substitute for formal authority. Changes in management should prompt a review of bank signing permissions.

The Bank Account Opening service covers document checks and application support. Cross-border loans, foreign currency funding and payments between related companies may also need separate tax and regulatory advice before the transfer is arranged.

12 / Records

Tax Registration, Accounting and Company Books

A qualified accountant should confirm the company's tax registration, filing calendar, invoicing method and employment reporting. Tax treatment depends on the activity and transactions. Foreign ownership does not itself make a company tax-free, and a business with no sales may still have filing or record-keeping duties.

Legal and accounting records need to agree. For example, a payment described as a shareholder loan should be supported by the appropriate legal and financial records. Personal expenses should not simply be treated as company expenses because a shareholder paid them through its account.

Electronic Company Books from 2026

Companies registered from 1 January 2026 must keep their share ledger and general assembly meeting and discussion book in ETDS, the Electronic Commercial Books System. These books open with registration. Keeping the board decision book electronically is optional under the published notice.

ETDS is not the same as the tax e-ledger system and does not replace accounting work. Assign responsibility for system access, recording decisions and maintaining records when an authorised person changes. The Tax And Legal Compliance service addresses legal questions connected with ongoing obligations.

13 / Foreign Ownership

Foreign Investment Reporting and Ownership Records

Foreign-invested companies and branches have reporting duties under the foreign investment rules. Relevant activity, capital and share transfer information is submitted through E-TUYS, the electronic investment and foreign capital information system. This is separate from keeping company books in ETDS.

The company should identify an authorised user and maintain a calendar for the applicable reports. A trade registry filing or bank transfer does not necessarily complete a separate reporting duty. Confirm who will handle it and what information the founders must supply.

Ownership information should remain consistent across company records, bank records and required tax disclosures. If a foreign parent changes its owners, ask whether the Turkish company needs to update any information. Keeping an ownership chart and the supporting documents current helps prevent repeated requests and unexplained differences.

Reporting is an ongoing task, not merely a formation document. The initial handover should identify the responsible person and the records needed for future updates.

14 / Founder Status

Work Permits and Residence for Foreign Founders

Owning shares is different from working in Turkey. A foreign founder who intends to manage daily operations should have the work permission position reviewed before starting. Any exemption depends on the person's actual role and circumstances; it should not be assumed from their shareholder title.

For the ordinary foreign shareholder work permit route, the published criteria require company paid-up capital of at least TRY 500,000, the applicant's capital share of at least TRY 500,000 and ownership of at least 20%. The five-Turkish-employee condition generally applies from the beginning of the seventh month of the first permit. Published exceptions include qualifying foreign partners with a capital share of USD 100,000 or more; satisfying an exception is not automatic permit approval.

These are work permit criteria, not the ordinary minimum capital rules for registering a company. The full application, any applicable exception and the current Ministry criteria must be checked. See the Work Permit service for the separate application process.

A company also does not automatically give its shareholders or their families residence rights or citizenship. Planned travel and lawful stay should be reviewed independently, including the position of family members who will not work in the business.

15 / Planning Ahead

Setup Costs, Continuing Duties and Closing a Company

A useful budget separates capital from expenses and identifies recurring commitments. There is no single price that describes every foreign-owned company. Document volume, shareholder structure, translations, premises and additional permissions affect the work.

Stopping sales does not close a company. Tax, record-keeping and contractual duties may continue until the relevant legal steps are completed. Formal closure may involve liquidation, which is the process of settling the company's affairs and debts, followed by removal from the register.

Leaving as a shareholder or manager also requires proper documents and follow-up. An informal agreement to hand the business to someone else may leave signing powers or responsibilities unchanged. Review exit arrangements before the relationship becomes difficult.

The steps for ending a company's business and liquidating it from abroad are explained in detail in the guide to closing a company in Turkey from abroad.

16 / Questions

Common Questions About Company Formation