How to Register a Company in Turkey: Types, Capital, MERSİS Steps

Atty. Av. Serkan KARA, Serka Law Firm

To register a company in Turkey you incorporate it under the Turkish Commercial Code No. 6102 through the Central Registration System (MERSİS) and the local Trade Registry Directorate: you select a company type, reserve a unique name, prepare the articles of association and have the founders’ signatures certified, deposit the capital the law requires before registration, file through MERSİS, submit the documents to the Trade Registry Directorate, and obtain publication in the Trade Registry Gazette. The Directorate assigns a MERSİS number that identifies the company across every government system, and chamber of commerce membership, tax registration and social security (SGK) enrolment follow. Under the Foreign Direct Investment Law No. 4875 a foreign shareholder is treated exactly like a Turkish one: 100 percent foreign ownership is allowed in most sectors, no prior approval and no local partner are required, and the documentary difference is an apostilled passport and, where the founder cannot attend in person, a notarised power of attorney. Registration usually completes within one to three business days after the documents are filed.

Serka Law Firm incorporates companies for foreign founders under a power of attorney, from the name reservation to the tax and SGK registrations, through its company formation practice; send the founders’ passports and the intended activity on WhatsApp at +90 530 127 59 35.

This guide walks through the company types, the minimum capital, the MERSİS process step by step, the documents foreign founders need, the timeline, the obligations that follow incorporation, the cross-border angle, and the formation mistakes that surface years later. Company formation is the core of the firm’s company formation lawyer in Turkey practice.

What does it mean to register a company in Turkey?

Registering a company in Turkey means incorporating a legal entity under the Turkish Commercial Code No. 6102 and recording it with the Trade Registry Directorate through MERSİS, the Central Registration System operated by the Ministry of Trade. Once registered, the company gains separate legal personality, a MERSİS number and a tax identification number, and it can hold assets, sign contracts and trade in its own name.

Foreign investors face no separate company-registration regime. The Commercial Code sets out the company types, the capital rules and the registration; the Foreign Direct Investment Law No. 4875 guarantees national treatment and free transfer of profits; contracts fall under the Code of Obligations No. 6098; employment is regulated by the Labour Law No. 4857. A foreign-owned limited company therefore carries the same standing as a domestically owned one. The practical differences are documentary: a foreign founder needs an apostilled passport and a Turkish tax number before the MERSİS contract can list them as a shareholder.

Which company type should you register?

The two structures most foreign investors use are the limited liability company (limited şirket, Ltd. Şti.) and the joint stock company (anonim şirket, A.Ş.), both governed by the Turkish Commercial Code No. 6102. A limited company is simpler to manage, can be formed with a single shareholder and suits closely held or owner-operated ventures and holding structures. A joint stock company suits ventures that plan to raise capital, issue shares, bring in multiple investors or prepare an exit, and it carries a board structure and simpler share transfers. A branch extends a foreign parent into Turkey without a separate legal personality; a liaison office may not trade or earn revenue and is limited to representation and market research.

The structures differ most in how capital is handled at registration. For a joint stock company, a quarter of the cash capital committed must be paid into a bank account before registration, with the bank letter filed at the Trade Registry. A limited company pays its committed capital after registration: the Commercial Code expressly excludes the 25 percent pre-registration payment rule for limited companies (Article 585, as amended by Law No. 7099 in 2018).

The minimum capital figures are fixed by a Presidential Decision under the delegation in the Code, so the figure that applies is the one in force on your filing date. We help founders choose between the two at the structuring stage. For a deeper comparison written for foreign founders, see the guide on choosing between an LLC and a JSC in Turkey.

How do you register a company through MERSİS, step by step?

Company registration runs through MERSİS, the Central Registration System, and finishes at the Trade Registry Directorate for the district where the company headquarters sits. You create a MERSİS membership, draft the articles of association, list the shareholders, deposit the capital where the law requires it, file the application, and the Directorate completes the registration and arranges Gazette publication. The sequence below reflects the standard order under the Turkish Commercial Code No. 6102, and each step depends on the documents produced by the one before it.

1. Choose the structure. Decide between a limited company, a joint stock company, a branch or a liaison office before drafting anything else, and check the activity against sector licensing rules.
2. Reserve the name. Check availability and reserve the company name through MERSİS or the Trade Registry Directorate.
3. Prepare the articles of association. Draft the articles (ana sözleşme) in Turkish on MERSİS. For a limited company the founders sign the company agreement before authorised personnel at the Trade Registry Directorate; for a joint stock company the signatures are notarised or given before the registry director.
4. Get the founders set up on MERSİS. Turkish founders are added with their ID numbers; foreign founders are added with their passport numbers and must first hold a Turkish tax number, which MERSİS can assign during the filing.
5. Deposit the capital where required. For a joint stock company, pay a quarter of the cash capital into a bank account and obtain the bank letter; for a limited company no deposit is required before registration.
6. Pay the registration charges. Settle the registry fees, the Gazette announcement fee and the Competition Authority share; the rates are set by law and regulation, so confirm the amounts in force on the filing date.
7. Verify the signatures. Founders or their authorised representatives have the signatures on the contract and the signature declarations of the company’s representatives certified by the competent authority.
8. File with the Trade Registry Directorate. Submit the contract and the supporting documents to the Directorate for the district of the headquarters, which completes the registration.
9. Obtain Gazette publication and approve the books. The registration is published in the Trade Registry Gazette, the commercial books are certified, and chamber of commerce membership is processed automatically. Tax-office registration and SGK enrolment follow so the company can invoice and employ staff.

What documents are required to register a company in Turkey?

Company registration is documentary, and the core set is consistent across applications under the Turkish Commercial Code No. 6102. You provide identity and capital-proof documents, and we assemble the registry filings. Foreign-origin documents must be authenticated before the registry accepts them: notarisation, an apostille or consular legalisation, and a notarised Turkish translation. For a foreign founder who cannot attend in person, the apostilled passport and the notarised power of attorney are the two items to arrange first.

• Articles of association (ana sözleşme) with the founders’ certified signatures.
• Apostilled copy of each foreign shareholder’s passport, with a notarised Turkish translation, and the Turkish tax number of each shareholder and director.
• Identification and proof of address of the shareholders and directors, and the ultimate-beneficial-owner records the registry asks for.
• A notarised power of attorney where a foreign founder is represented rather than attending in person.
• Signature declarations of the persons authorised to represent the company.
• For a joint stock company, the bank letter showing the pre-registration capital deposit; where capital in kind is contributed, the valuation report.
• Proof of payment of the Competition Authority share.
• Written statements of any non-shareholder board members, where applicable.

Once the company exists, registration with the tax office produces the tax identification number, and SGK enrolment lets the company employ staff. We coordinate these post-registration steps so the company is operational, not just incorporated.

How can a foreign investor register a company from abroad?

A foreign investor can register a Turkish company without travelling, by issuing a notarised and apostilled power of attorney to counsel in Turkey who handle the MERSİS filing, the bank deposit and the Trade Registry submission. The investor’s apostilled passport and Turkish tax number are the prerequisites; everything else is executed under the power of attorney. The investor’s physical presence is usually needed only for certain bank account steps, which vary by bank.

This cross-border route is common for holding structures, branch offices and free zone companies where the founder runs the business from another country. Because the documents originate abroad, the apostille and the notarised Turkish translations need to be in order before the MERSİS contract is finalised, which is the step where remote registrations most often stall. Our corporate and commercial law team manages the document chain so the filing is not held up at the Directorate.

How long does company registration take, and what does it cost?

Registration with the Trade Registry Directorate usually completes within one to three business days after the documents are filed, provided the articles of association, the capital proof and the signature declarations are complete. The longer part of the timeline is preparation: drafting the articles, arranging the apostille and the translations for foreign founders, obtaining the tax number before the MERSİS contract is finalised, and any sector licence the activity needs before launch.

The cost depends on the company type, the number of founders, the capital level and the notary and translation work required. Several charges, the registry fees, the Gazette announcement, the Competition Authority share and the certification of the books, are set by law or regulation and are revised over time, so confirm the amounts in force on the filing date rather than relying on a fixed figure. Counsel’s own fee is a separate item, agreed in the engagement agreement under Article 163 of Attorneyship Law no. 1136 and never below the Bar’s minimum-fee tariff (Article 164).

What tax, social security, labour and licence obligations follow incorporation?

After registration a Turkish company assumes ongoing obligations across tax, social security and labour, and sector-specific licences apply to regulated activities such as banking, energy, food and healthcare, which must be in place before the relevant operations begin. The rates that apply from the first year, from corporate income tax to VAT (KDV) and the withholding due on payments abroad, are set out in our guide to the Turkish tax system.

• Tax: tax identification number, VAT registration, corporate tax filings and periodic VAT declarations on the schedule set by law.
• Social security: SGK registration for the company and its employees before work starts.
• Labour: compliant employment contracts and workplace records under the Labour Law No. 4857; work permits where foreign staff are employed, under the International Labour Force Law No. 6735.
• Data protection: where personal data is processed, the Personal Data Protection Law No. 6698 (KVKK) applies from day one, including VERBİS registration where the thresholds are met.
• Sector licences: activity-specific permits for regulated sectors before launch.

How does the cross-border angle affect a foreign-owned company?

The Foreign Direct Investment Law No. 4875 places foreign and domestic investors on the same footing, so the additional work in a cross-border matter is procedural rather than restrictive: document execution abroad, powers of attorney, apostille or consular legalisation, and capital transfer documentation. A Turkish company formed by foreign owners also sits inside a wider structure that has to work across borders. Profit repatriation, the group’s tax architecture, the Turkey-EU Customs Union exposure for goods, free-zone planning and any investment incentive certificate should be tested before the entity is formed, because the vehicle you choose constrains all of them later.

Cross-border contracts should fix governing law, dispute resolution and enforcement at the drafting stage. Recognition and enforcement of foreign judgments in Turkey follow the Private International Law and Procedure Law No. 5718, and arbitration is available under the International Arbitration Law No. 4686 with awards enforceable through the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Choosing the forum and the governing law when the contract is drafted, not after a dispute arises, is what makes enforcement realistic.

What are the main risks, and when should legal review start?

The principal risk in company registration is documentary: an apostille missing on a foreign passport, a power of attorney drafted too narrowly to cover the filing, or capital proof that does not match the articles of association will hold the registration at the Directorate. The second risk is choosing the wrong structure for the commercial plan, for example forming a limited company when the venture will need to issue shares, or registering the wrong company for a regulated activity, which is costlier to correct later than to get right at the start.

Most formation problems that surface years later are created at formation. Leaving shareholder control questions for later, mixing personal and business planning without a coordinated entry strategy, and failing to document governance before capital moves are the recurring failure modes. Deadlock and transfer disputes in particular are usually created when the articles are left generic; deadlock rules, transfer restrictions and signing authority belong in the articles from the start, so that later investment, dispute or exit activity is supported rather than blocked. The note on shareholder deadlock and dispute remedies in Turkey shows why. Legal review should therefore start before the articles are drafted, because the company type, the capital path and the foreign-founder documents all need to align before the MERSİS contract is locked. For the ongoing legal needs that follow registration, our company lawyer and legal consulting service covers governance, contracts and compliance after the company is live.

Frequently asked questions

Can a foreigner register a company in Turkey and own 100 percent of it?

Yes. Under the Turkish Commercial Code No. 6102 foreign nationals are treated the same as Turkish nationals when forming a company, and under the Foreign Direct Investment Law No. 4875 a foreign person or company may hold full ownership on the same terms as a domestic investor, with no prior approval and no mandatory local partner for most sectors. Restrictions apply only in specifically regulated areas defined by sector legislation. A foreign founder needs an apostilled passport and a Turkish tax number, and can complete the registration remotely through a notarised power of attorney to counsel.

What is a MERSİS number?

A MERSİS number is the unique identifier assigned by the Trade Registry through the Central Registration System (MERSİS) when a company is registered. It identifies the company across Turkish government systems, including the tax and social security records, and stays with the company throughout its life. It is issued as part of the registration, not applied for separately.

Do I have to deposit the full capital before registration?

No. For a joint stock company (A.Ş.), a quarter of the cash capital committed must be deposited at a bank before registration and the balance paid within twenty-four months. For a limited company (Ltd. Şti.), the committed capital is paid after registration and no deposit is required beforehand. The minimum capital is TRY 50,000 for a limited company and TRY 250,000 for a joint stock company under Presidential Decision No. 7887 of 24 November 2023; confirm the figure in force on your filing date, because the Code delegates the amount to the President.

How long does it take to register a company in Turkey?

The Trade Registry Directorate usually completes the registration within one to three business days after the documents are filed. The realistic total timeline is longer because of preparation: drafting the articles of association and, for foreign founders, arranging the apostille, the notarised translations and the tax number before the MERSİS contract is finalised, plus any sector licence.

Is a local partner or a fiscal representative required?

For most sectors, no. The Foreign Direct Investment Law No. 4875 does not require a Turkish partner. A local representative is needed where the shareholders or directors are non-resident, mainly to receive official correspondence and to act under a power of attorney during formation.

Is chamber of commerce membership separate from registration?

No. Chamber of commerce membership is processed automatically as part of the company registration, so you do not file a separate application. Tax-office registration for the tax identification number and SGK enrolment are the additional steps that follow, and they let the company trade and employ staff.

Is company formation mainly a registry filing?

No. The MERSİS registration is one layer. The larger legal value lies in entity choice, governance design, contract architecture, regulatory fit and operational readiness. A company that is registered but structured wrong can still fail to contract, hire or exit cleanly, which is why design precedes filing.

Register your Turkish company with counsel from day one

If you are planning to register a company in Turkey, we choose the right structure, draft the articles of association, manage the MERSİS filing and the Trade Registry submission, and handle the apostille and the power of attorney for foreign founders, so that the structure is aligned with your cross-border commercial goals before capital moves. Instruct the firm’s company formation lawyers in Turkey with the company type you have in mind, the founders’ countries and the planned capital, and see our corporate and commercial law services for the work that follows incorporation. You can reach us at info@serkalaw.com.

General information, not legal advice. Turkish law; verify your specific situation with qualified counsel. Statutory fees, the Competition Authority share and the minimum capital figures are set by law, regulation or Presidential Decision and change over time; confirm the amounts in force on your filing date.