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

Av. Serkan KARA (Istanbul Bar, no. 53770), 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. MERSİS gives the company a 16-digit MERSİS number and, in the same application, a potential tax number that becomes its tax number on registration. 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. For a foreign founder the long step comes first, the Turkish tax number a tax office issues before MERSİS will list the founder; the registry’s own part is short, as the timeline below shows.

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 founder’s own work and residence permits, the cross-border angle, and the formation mistakes that surface years later.

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 (Articles 585 and 335). A limited company’s partner abroad need not come: on the original or a notarised copy of the power of attorney, the attorney signs at the directorate’s appointment (İstanbul Chamber of Commerce, limited company formation list).
4. Get the founders set up on MERSİS. Turkish founders are added with their ID numbers and foreign founders with their passport numbers, but a foreigner must first take a tax number from a tax office and be recorded in MERSİS through the trade registry directorate (Ministry of Trade guide); the number MERSİS assigns in the application is the company’s potential tax number, not the founder’s. The Revenue Administration’s online form for a foreigner’s number serves foreigners who have entered Turkey, so a founder who never has applies through a tax office, and the power of attorney we draft for such a founder names that act.
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 charges, the Gazette announcement fee and the Competition Authority share, which is four in ten thousand of the capital and is collected at the chamber’s cash desk with the filing (İstanbul Chamber of Commerce, limited company formation list); each chamber publishes its registry charges, so the amounts are read on the filing date.
7. Give the signature declarations. Each person who will represent the company gives a signature declaration, which any trade registry directorate takes (Ministry of Trade guide). Where a partner who is a natural person signs the company agreement through an attorney and also represents the company, the power of attorney carrying the partner’s own wet signature stands in for the declaration (Communiqué on signing company agreements at trade registry directorates, Article 13/A). A manager who is not a partner gives the declaration in person at the directorate at the formation appointment, unless a digital signature declaration of the manager already stands in MERSİS (İstanbul Chamber of Commerce, limited company formation list).
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 the certified books. The directorate certifies the commercial books and hands them over after registration (Ministry of Trade guide), and the registration is published in the Trade Registry Gazette. Chamber membership is entered from the chamber registration declaration filed with the formation documents; the potential tax number becomes the company’s tax number on registration, and the SGK e-declaration contact and any employees declared in MERSİS reach the SGK with the registration (Ministry of Trade, MERSİS page).

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.
• Each foreign partner’s passport in a Turkish translation certified by a notary, and the document showing the tax number a tax office issued to each foreign partner and manager.
• The chamber registration declaration (oda kayıt beyannamesi) signed by the authorised persons and, where a partner is foreign, the formation notification form (kuruluş bildirim formu).
• Where a partner is a foreign company, its current registry record, certified by the Turkish consulate in its country or under the Apostille Convention and translated into Turkish before a notary (Trade Registry Regulation, Article 32(2)); where the foreign company is appointed manager, its organ’s resolution naming the natural person who acts for it, certified and translated the same way (Article 90(1)(ç); Commercial Code Article 623(2)).
• 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 acceptance of office by each board member or manager who is not a shareholder (Trade Registry Regulation, Article 90(1)(c)).

Once the company exists, its potential tax number has become its tax number, and the tax office’s start-of-business steps and SGK enrolment let it invoice and 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, on a power of attorney notarised abroad and certified by apostille or by the Turkish consulate, under which counsel sign the company agreement at the directorate, file through MERSİS and submit the documents; on the original or a notarised copy of that power of attorney the partners need not come to the directorate (İstanbul Chamber of Commerce, limited company formation list). The investor’s passport and Turkish tax number are the prerequisites. The exception is a manager who is not a partner, who gives the signature declaration in person at the directorate unless a digital one already stands in MERSİS. A limited company needs no bank deposit before registration, so it can be registered first and its account opened afterwards; a joint stock company’s quarter of the cash capital goes before registration into an account in the name of the company being formed, which the bank releases only to the company on the registry’s letter (Articles 344 and 345). Whether an account opens on a power of attorney alone is each bank’s own onboarding decision.

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.

Can a foreign founder live in Turkey and run the company?

Living there and working there are two permits. Establishing a business is a ground for a short-term residence permit (Law on Foreigners and International Protection No. 6458, Article 31(1)(c)), but a residence permit of any kind gives no right to work (International Labour Force Law No. 6735, Article 12(1)): the person who runs the company needs a work permit, which then stands in place of the residence permit. The criteria the Ministry of Labour and Social Security publishes ask a workplace founded in the current year for paid-in capital of at least TRY 500,000 and five Turkish citizens employed for each foreigner, with a salary floor for managers (criteria A.1.1, A.2.1 and A.3.1); a workplace already in operation may show instead net sales of TRY 8,000,000 or exports of USD 150,000 (A.2.2), and one with last-year net sales of TRY 50,000,000 or more needs no employment ratio for up to five foreigners (A.1.2). A company that will employ its founder is therefore capitalised to the criteria, not to the TRY 50,000 minimum, and the capital they count is paid in, so a limited company’s twenty-four months do not help a permit application: TRY 500,000 paid in where the founder is employed as a manager, and enough that the founder’s own share reaches TRY 500,000 where the founder is a partner. A foreign partner is assessed on the workplace’s paid-in capital of at least TRY 500,000, the partner’s own capital of at least TRY 500,000 and a share of at least 20 percent, with five Turkish employees from the permit’s seventh month, unless the partner’s capital share is USD 100,000 or more (C.1.1 and C.1.2), so a partner holding 20 percent needs a workplace capital of TRY 2,500,000.

A board member of a joint stock company who does not reside in Turkey, and a partner of another company who does not manage it, may hold the work permit exemption instead, a Ministry document applied for like a permit (Articles 3 and 13(7)); a limited company’s manager is not among them, and time under the exemption does not count towards a later work permit or residence period (Article 13(6)). Where a foreign parent holds all the shares and the founder holds none, the founder’s application is weighed on the workplace criteria, not on the partner criteria. In a limited company the parent itself must then be a manager (Article 623(1)), with the founder as the natural person it names (Article 623(2)); in a joint stock company the founder can sit on the board without holding shares (Article 359). So the company type, the capital and who holds the shares are settled with the founder’s permit in view before the articles are drafted. A company can also carry its owner to citizenship: a fixed capital investment of at least USD 500,000 determined by the Ministry of Industry and Technology, or the employment of at least 50 persons determined by the Ministry of Labour and Social Security, whose procedure counts full-time Turkish citizens across the companies the foreigner owns or is a partner in (Regulation on the Implementation of the Turkish Citizenship Law, Article 20(2)(a) and (c)).

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

The Ministry of Trade’s guide states that a formation can be completed within an hour once the required documents are submitted to the trade registry directorate; in İstanbul the filing is made at an appointment taken through MERSİS (İstanbul Chamber of Commerce). 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. In one of our files the Revenue Administration’s online form could not verify the passport of a founder who had never entered Turkey, which is the case the form itself sends to a tax office, so the tax number is the step we start first.

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.

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, the founder’s own permit included.
• 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; a transfer of employee or customer data to a parent abroad, absent an adequacy decision, rests on a safeguard such as the Board’s standard contract, notified to the Authority within five working days of signature (Article 9(4) and 9(5)).
• 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 16-digit unique number the Central Registration System (MERSİS) gives each company and business recorded in the trade registry; for a company it is built from its tax number (Ministry of Trade, trade registry questions, no. 6). It identifies the company in the systems MERSİS shares data with, among them the tax, social security and land registry records, and stays with the company throughout its life. It comes with the registration and is 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.), no deposit is required beforehand, and the cash capital is paid within twenty-four months of registration, as the company agreement’s capital article must state (Article 585; İstanbul Chamber of Commerce, limited company formation list). 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, as the Code’s consolidated text records them (read 15 September 2026); the Code lets the President raise them (Articles 332 and 580).

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

The Ministry of Trade’s guide states that the directorate can complete a formation within an hour once the documents are submitted. 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. Nor does the Commercial Code require a Turkish or resident officer: a joint stock company’s board members need full legal capacity and nothing more (Article 359(3)), and a limited company needs at least one partner who holds the management right and the power of representation (Article 623(1)), a role a foreign corporate partner fills through the natural person it names (Article 623(2)). A power of attorney to counsel serves the formation; it is not a standing office.

Is chamber of commerce membership separate from registration?

No. The trade registry directorates sit inside the chambers of commerce (Ministry of Trade guide), and the chamber registration declaration is one of the formation documents, so membership needs no separate application. The company’s tax number comes from the MERSİS application; the tax office’s start-of-business steps and SGK enrolment then let it 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 draft the power of attorney the founders sign abroad and check its certification and translation, so that the structure is aligned with your cross-border commercial goals before capital moves.

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.