Turkey Company Formation & Entity Choice

Company formation in Turkey (2025)

• Main company forms — The two principal corporate forms used for establishing a business in Türkiye are the Limited Liability Company (Limited Şirket, Ltd. Şti.) and the Joint Stock Company (Anonim Şirket, A.Ş.). Both are regulated primarily under the Turkish Commercial Code No. 6102. Company establishment and commercial registry procedures are conducted through the relevant Trade Registry Directorate, with MERSIS used for electronic registry processes. (Turkish Commercial Code No. 6102; Ministry of Trade)
• Limited Liability Company (Limited Şirket) — A limited liability company may be established by at least one and no more than 50 natural or legal persons. The shareholders' liability to the company is generally limited to their subscribed capital contributions. The minimum capital is TRY 50,000. Limited companies cannot be publicly offered. (Turkish Commercial Code No. 6102; Ministry of Trade)
• Joint Stock Company (Anonim Şirket) — A joint stock company may be established by one or more shareholders, which may be natural or legal persons. Its capital is divided into shares and shareholder liability is generally limited to the capital subscribed and paid. A joint stock company may be used for a wide range of commercial activities and may, subject to applicable capital markets rules, become publicly listed. The minimum capital is TRY 250,000. (Turkish Commercial Code No. 6102; Ministry of Trade)
• Minimum capital — Limited Liability Company — TRY 50,000 TRY (Applies to newly established limited companies since 1 January 2024, following the increase from TRY 10,000.) (Turkish Commercial Code No. 6102, Article 580; Presidential Decision No. 7887; Ministry of Trade)
• Minimum capital — Joint Stock Company — TRY 250,000 TRY (Applies to newly established joint stock companies since 1 January 2024, following the increase from TRY 50,000.) (Turkish Commercial Code No. 6102, Article 332; Presidential Decision No. 7887; Ministry of Trade)
• Minimum initial capital — non-public JSC using the registered capital system — TRY 500,000 TRY (A non-public joint stock company that adopts the registered capital system at incorporation must have initial capital of at least this amount.) (Turkish Commercial Code No. 6102; applicable registered-capital legislation; Ministry of Trade)
• Capital payment timing — JSC — For a joint stock company, at least 25% of the subscribed cash capital must generally be paid before registration, with the remaining amount payable within 24 months following registration. The capital may also be paid in full before registration. (Turkish Commercial Code No. 6102; Invest in Türkiye)
• Capital payment timing — LLC — The 25% pre-registration payment requirement applicable to joint stock companies does not apply to limited liability companies. The subscribed capital of a limited liability company may be paid within 24 months following establishment. (Turkish Commercial Code No. 6102; Invest in Türkiye)
• Foreign investors — Türkiye's Foreign Direct Investment Law is based on equal treatment of international and domestic investors. International investors may establish the company forms provided under the Turkish Commercial Code under the same general conditions applicable to local investors, subject to sector-specific regulations and restrictions. Foreign shareholder and director documents issued outside Türkiye may require notarization, apostille or consular certification, followed by official Turkish translation and notarization. (Foreign Direct Investment Law No. 4875; Invest in Türkiye)
• Company establishment process — The establishment process generally involves preparing the articles of association through MERSIS, signing and certifying the incorporation documents, completing any required capital and Competition Authority payments, and applying for registration with the relevant Trade Registry Directorate. Following registration, the Trade Registry Directorate notifies the relevant tax office and Social Security Institution in accordance with the applicable procedures. (Turkish Commercial Code No. 6102; Ministry of Trade; Invest in Türkiye)
• MERSIS and Trade Registry — MERSIS is the central electronic system used for commercial registry processes and company establishment applications. Articles of association are prepared through MERSIS and the incorporation is completed through the relevant Trade Registry Directorate. (Ministry of Trade)
• Foreign shareholder documentation — Where a foreign individual is a shareholder, passport and other identification documents may be required. Where a foreign legal entity is a shareholder, corporate documents such as a certificate of activity and the relevant shareholder resolution may be required. Documents issued outside Türkiye generally must be notarized and apostilled or authenticated through the relevant Turkish consulate, and then officially translated and notarized in Türkiye. (Invest in Türkiye)
• Potential tax identification number for foreign shareholders — Foreign shareholders and, where applicable, foreign board members may need to obtain a potential tax identification number from the relevant Turkish tax office. This number may be required for certain establishment and banking procedures. (Invest in Türkiye)
• Competition Authority payment — 0.04% (four ten-thousandths) of the company's capital % (For newly established joint stock and limited liability companies, payable as the Competition Authority share. The payment is collected through the mechanisms connected to the Trade Registry/MERSIS process under the applicable rules.) (Law No. 4054 on the Protection of Competition; Competition Authority; Invest in Türkiye)
• Incorporation timeline — The time required to establish a company varies according to the Trade Registry Directorate, the completeness of the incorporation documents, the nature of the business, foreign shareholder documentation, notarization/apostille requirements and any sector-specific approvals. No fixed incorporation period should therefore be assumed without reviewing the particular case. (Ministry of Trade; Invest in Türkiye)
• Branch offices — A branch office of a foreign company is not a separate legal entity from its foreign parent and does not have shareholders of its own. A branch generally carries out activities within the scope of its parent company's business and has no statutory minimum capital requirement, although operational funding may be necessary. (Invest in Türkiye)
• Liaison offices — A foreign company may establish a liaison office in Türkiye subject to the applicable authorization requirements. A liaison office is not permitted to conduct commercial activities in Türkiye and is generally used for market research, promotion, communication and similar non-commercial activities. (Invest in Türkiye)
• Core compliance after incorporation — Companies are subject to ongoing accounting, tax filing, corporate record-keeping and, where applicable, payroll and social security obligations. Depending on the company's activities and tax status, recurring obligations may include VAT returns, withholding-related filings, corporate income tax filings, provisional tax filings and statutory books and records. (Tax Procedure Law No. 213; Corporate Tax Law No. 5520; Ministry of Treasury and Finance / Revenue Administration)
• Annual corporate income tax return — For companies using the calendar year as their accounting period, the annual corporate income tax return for the 2025 accounting period is filed between 1 and 30 April 2026. Companies with special accounting periods follow the applicable filing deadline based on the end of their accounting period. (Revenue Administration)
• Minimum capital increase deadline for existing companies — Existing joint stock and limited liability companies whose capital remains below the statutory minimums must increase their capital to the applicable minimum amounts by 31 December 2026. Companies that fail to do so may be deemed dissolved under the transitional provisions of the Turkish Commercial Code. For non-public joint stock companies using the registered capital system, the relevant initial and issued capital requirements also apply. (Turkish Commercial Code No. 6102, Provisional Article 15; Ministry of Trade)

Sources

https://celikelcpa.com/company-formation-in-turkey

Contributed by Yiğit Çelikel, 342131537.