Company Formation in Turkey for Foreign Investors

Av. Serkan KARA, Serka Law Firm

Forming a company in Turkey gives foreign investors a fully owned operating vehicle governed by the Turkish Commercial Code No. 6102. We structure the entity, prepare and legalize the corporate file, run the registry and tax onboarding, and align the setup with any residence, work-permit, or investment-immigration objective the shareholders carry. This page sets out the law, the process, the realistic timeline and cost range, and the decisions that determine whether a company is built to operate or merely registered.

What does establishing a company in Turkey involve?

Establishing a company in Turkey means incorporating a legal entity under the Turkish Commercial Code No. 6102 and registering it with the Trade Registry through the central MERSIS system. The core sequence covers entity selection, drafting the articles of association and having the founders’ signatures certified, paying capital where the form requires it, registration, and the signature declarations of the company’s representatives. Foreign shareholders follow the same rules as domestic investors (the Ministry of Trade’s guide) because the Foreign Direct Investment Law No. 4875 grants equal treatment and permits 100 percent foreign ownership unless an international agreement or a special law provides otherwise (Article 3(a)); the difference is documentary, a tax office number for each foreign founder before MERSİS lists the founder, and a certified, translated registry record for a foreign corporate shareholder.

Which company type should a foreign investor choose?

Most foreign investors choose a limited liability company (limited şirket) for a closely held operating business or a joint stock company (anonim şirket) for capital-led or investment-driven structures. Both confer limited liability and both are governed by the Turkish Commercial Code No. 6102. The choice turns on governance, share-transfer mechanics, capital plans, and exit strategy rather than on which form is more common.

A share transfer in a limited liability company must be executed before a Turkish notary and registered with the trade registry, while joint stock company shares move with greater freedom. This single difference drives most entity decisions for investors who plan to bring in partners or sell later.

What is the company formation process step by step?

The formation process runs through a fixed administrative sequence, and the order matters because each step depends on documents produced in the one before it. A clean file moves continuously; a file with missing foreign documents stalls at the first dependency.

1. Name reservation and entity decision. Confirm name availability through the MERSIS central registry system and fix the entity type, scope, and shareholding map.
2. Articles of association. Draft the articles on MERSİS to match the shareholder plan; the founders sign before the trade registry directorate for a limited company, and before the directorate or a notary for a joint-stock company (Articles 585 and 335).
3. Capital and banking. A joint-stock company pays a quarter of its cash capital before registration into an account opened in the name of the company being formed, released to the company on the registry’s letter (Articles 344 and 345); a limited company pays nothing before registration and its cash capital within twenty-four months after it (Article 585).
4. Trade registry filing. Register with the trade registry directorate of the company’s seat, which gives the company its legal existence and entry in the Trade Registry Gazette.
5. Tax and social security onboarding. The potential tax number MERSİS assigns in the application becomes the tax number on registration, and the social security e-declaration contact entered in MERSİS reaches the SGK with it; the tax office’s start-of-business steps and enrolment of each employee follow before hiring.
6. Signature circular and licenses. Issue the signature circular and secure any activity-specific licenses before the company signs contracts or receives funds.

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

The Ministry of Trade’s guide states that a formation can be completed within an hour once the required documents are with the trade registry directorate; the time goes before that, into each foreign founder’s tax number and the certification and translation of documents from abroad. Delays come from foreign-source documents that still need translation, notarization, or apostille legalization, from unresolved registered-address arrangements, and from power-of-attorney flow when shareholders sign from abroad. The legal work that prevents delay happens before filing, not after.

What does it cost to set up a company in Turkey?

The official side of the setup cost varies with entity type, capital level, and document complexity. Official and third-party charges include the Competition Authority share (four in ten thousand of the capital), the chamber’s registry charges and the Gazette announcement fee, notary fees where a document is notarized, certified translation and apostille or consular certification of foreign documents, and accounting setup. Cross-border files carry more of these charges than domestic ones because of legalization and translation requirements.

What documents are required to register a company?

Company registration requires identity, structure, and capital documentation, with additional legalization where foreign shareholders or corporate parents are involved. The standard file includes:

• Passports or identity records for every shareholder and director.
• Company name, business scope, registered address, and the full shareholding structure.
• Articles of association, tax details, and banking or capital records.
• Notarized, translated, and apostille-legalized corporate documents where a foreign company or foreign individual is a shareholder.
• A registered-address lease or equivalent proof of the company’s physical seat.

What taxes and ongoing obligations apply after formation?

A Turkish company carries corporate income tax, value-added tax, social security, and statutory reporting obligations from the moment it is active. Corporate income tax applies to company profits, value-added tax applies to most goods and services at the applicable rate, and employers make social security contributions for staff. Companies must keep statutory books, file periodic and annual returns, renew activity licenses on schedule, and observe employment obligations under the Labor Law No. 4857. Treating these obligations as routine compliance from day one is cheaper than correcting omissions during an audit.

Can company formation lead to Turkish residence or citizenship?

Yes, through separate 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 running the company needs a work permit under the International Labour Force Law No. 6735, because a residence permit gives no right to work (Article 12(1)); the guide on company registration sets out the Ministry’s work-permit criteria. A fixed capital investment of at least USD 500,000 or the employment of at least 50 persons can carry the owner to citizenship (Regulation on the Implementation of the Turkish Citizenship Law, Article 20(2)(a) and (c)). The company structure, the role of each foreign individual, and the investment-immigration objective should be designed together at the outset, because retrofitting an immigration strategy onto a company built without it usually forces a restructuring. We coordinate the corporate and immigration files in parallel where a client has both goals.

What are the main risks and rejection points?

Most failed or stalled formations trace back to a small set of avoidable errors. The recurring ones are:

• Choosing an entity because it is common rather than because it fits the shareholder and exit plan.
• Underestimating how registry, tax, banking, and immigration steps depend on each other.
• Starting the process before foreign documents are properly translated, notarized, and legalized.
• Treating registration as completion before tax, banking, and operational onboarding are actually usable.

An asset-based market entry that acquires an existing business rather than incorporating fresh carries a separate exposure: under the Turkish Code of Obligations No. 6098, a buyer of a going concern can remain jointly liable for the seller’s debts for a defined period after the transfer is announced, and employment contracts can transfer to the buyer under the Labor Law No. 4857. Choosing between a fresh incorporation and an acquisition is a legal decision, not only a commercial one.

When should legal review begin?

Legal review should begin before the articles of association, powers of attorney, or banking steps are locked in. That is the only point at which the entity choice, ownership map, and compliance path can still be optimized rather than corrected after filing. Early review converts a registration into a company that can sign, hire, bank, and, where relevant, support a residence or citizenship objective from the day it exists.

Do I need a lawyer to establish a company in Turkey?

A lawyer is not legally mandatory to register a company, but cross-border formation rarely succeeds cleanly without one because the failure points are legal rather than clerical. Entity selection, share-transfer formalities, foreign-document legalization, capital structuring, and the interaction between corporate setup and immigration are decisions that determine cost and risk for years. We handle the full file so the structure is correct at formation rather than rebuilt after a problem surfaces.

Frequently asked questions

Can a foreigner own 100 percent of a Turkish company?

Yes. The Foreign Direct Investment Law No. 4875 grants foreign investors equal treatment with Turkish nationals and permits full foreign ownership of a Turkish company. A foreign individual or a foreign corporate parent can hold all shares in a limited liability or joint stock company, subject only to sector-specific rules in a small number of regulated industries. A foreign platform weighing a Turkish subsidiary against the alternatives should read what the 2026 representative rule actually requires first, because the two decisions interact.

What is the difference between an LLC and a JSC in Turkey?

Both are limited-liability entities under the Turkish Commercial Code No. 6102. A limited liability company suits closely held operating businesses but requires a notarized deed and registry filing to transfer shares. A joint stock company suits capital-led structures and investor entry, allows freer share transfers, and carries the higher capital minimum and the pre-registration deposit.

Does forming a company require me to be physically present in Turkey?

Not necessarily. Foreign shareholders can complete most steps through a properly drafted and legalized power of attorney granted to local counsel, which lets the formation proceed while the shareholder is abroad. Whether an account opens on a power of attorney alone is the bank’s own onboarding decision; a limited company needs no account before registration (Article 585), so it can be registered first and banked afterwards.

How is a Turkish company taxed?

A resident Turkish company pays corporate income tax on its profits, charges and accounts for value-added tax on most goods and services, and pays social security contributions for its employees. The company must keep statutory accounting records and file periodic and annual returns. Exact rates and thresholds change with the annual budget, so they should be confirmed for the relevant tax year. The current corporate rate, the reductions for exporters, manufacturers and incentive-certificate investments, and the withholding a foreign shareholder faces on dividends are in our guide to the Turkish corporate tax rate and its reductions.

Can I convert a liaison office into an operating company later?

A liaison office cannot trade and is limited to non-commercial functions, so converting to commercial activity means incorporating a separate operating entity rather than upgrading the office in place. Investors who expect to trade should weigh starting with an operating company from the outset to avoid a second formation later.

Related practice areas: foreign direct investment structuring, corporate and commercial law, citizenship by investment for founders, immigration and residence permits, and employment law and work permits.

A Turkish company is often formed because something with a date on it requires one. From 1 November 2026, under Additional Article 5 of Internet Law No. 5651 as inserted by Law No. 7578, a foreign-sourced game platform whose daily access from Turkey exceeds one hundred thousand must have a representative appointed in Turkey and notified to the Cyber Security Presidency (Siber Güvenlik Başkanlığı). Where an entity rather than an individual holds that mandate, it is a Turkish company formed as this page describes.

The incorporation itself runs through MERSIS and the trade registry. The step-by-step sequence, the document list, the timeline and the cost of company registration in Turkey are set out separately.

This page is general information, not legal advice. Statutory rates, thresholds, and procedures change, and outcomes depend on the specific facts of each matter. An attorney-client relationship is formed only by a signed engagement.