Company Formation in Turkey for Foreign Investors

Establishing a company in Turkey is not limited to completing a registration application. Decisions concerning the company type, capital structure, management powers, share transfers and articles of association may have long-term legal and commercial consequences. Pi Legal Consultancy’s business and corporate law services in Turkey support foreign investors during the establishment process and throughout the subsequent stages of their business activities.

Company Formation in Turkey at a Glance

Foreign investors may generally establish and wholly own a company in Turkey. The applicable procedure depends on the proposed business activity, company type, shareholder structure and whether any sector-specific licence or regulatory approval is required.

Can Foreigners Establish a Company in Turkey?

Yes. Foreign individuals and foreign legal entities may generally establish and own companies in Turkey. Foreign investors are principally subject to the same company formation rules as domestic investors.

Is a Turkish Partner Required?

A Turkish citizen or resident shareholder is not normally required. Foreign investors may generally establish a company with 100% foreign ownership. However, special ownership, authorisation or licensing requirements may apply to certain regulated sectors.

Which Company Types Are Most Common?

The Limited Liability Company (LLC) and Joint-Stock Company (JSC) are the structures most frequently preferred by foreign investors. The appropriate choice depends on factors such as capital, number of shareholders, management structure, planned investments and future share transfers.

What Are the Minimum Capital Requirements?

The minimum capital is TRY 50,000 for a Limited Liability Company and TRY 250,000 for a Joint-Stock Company.

Cash capital subscribed to an LLC may generally be paid within 24 months following registration. For a JSC, at least 25% of subscribed cash capital must generally be paid before registration, with the remaining amount payable within 24 months.

Higher capital requirements may apply to companies operating in regulated sectors.

Can a Company Be Established Remotely?

Many company formation procedures may be completed through a properly prepared power of attorney. This may allow a foreign founder to complete a substantial part of the process without being physically present in Turkey.

However, banks, public authorities and sector-specific regulators may request additional documentation or personal attendance depending on the circumstances.

How Is a Company Registered in Turkey?

The articles of association and formation application are prepared through the Central Registry Record System, known as MERSİS. The incorporation is completed through registration before the competent Trade Registry.

A company acquires legal personality when it is registered with the Trade Registry.

How Long Does Company Formation Take?

Trade Registry registration may be completed within a few business days after all documents have been properly prepared and submitted.

The overall process may take longer where foreign documents require apostille or legalisation, certified translation, banking procedures or sector-specific regulatory approval.

What Must Be Completed After Registration?

Following registration, the company may need to complete tax activation, corporate banking, accounting, legal book, social security, electronic notification and sector-specific licensing procedures.

The precise post-registration requirements depend on the company’s structure, employees and business activity.

Company Formation in Istanbul

Istanbul is Turkey’s principal commercial and financial centre and is a common choice of registered office for foreign-owned companies entering the Turkish market.

Company formation in Istanbul is governed by the same national legislation and minimum capital requirements that apply throughout Turkey. However, a company whose registered office is located in Istanbul completes its local registration procedures through the competent Istanbul Trade Registry Directorate and chamber structure.

The incorporation process generally involves preparing the articles of association through MERSİS, submitting the required shareholder and management documents, completing signature and capital formalities and registering the company with the competent trade registry. The precise documents and approvals depend on the proposed company type, ownership structure and business activity.

Pi Legal Consultancy assists foreign investors through its Istanbul office with company structuring, articles of association, powers of attorney, foreign document formalities, Trade Registry applications and post-registration legal requirements.

Official procedural information is also available through the Istanbul Chamber of Commerce’s trade registry procedures.

For a broader overview of the commercial, regulatory and investment environment, read our guide to doing business in Istanbul.

Types of Companies in Turkey: LLC vs. JSC

The Turkish Commercial Code recognises several forms of commercial company. However, the Limited Liability Company (LLC) and Joint-Stock Company (JSC) are the structures most frequently selected by both domestic and foreign investors.

The formation procedures for LLCs and JSCs are broadly similar, but the two structures differ in relation to minimum capital, management, shareholder numbers, share transfers, corporate governance and suitability for future investment.

Limited Liability Company in Turkey

A limited liability company in Turkey may be established by one or more individual or corporate shareholders. The number of shareholders may not exceed 50.

The minimum capital requirement is TRY 50,000. Cash capital subscribed by the shareholders may generally be paid within 24 months following registration.

An LLC is managed and represented by one or more managers. Management authority may be granted to shareholders or third parties, but at least one shareholder must have the authority to manage and represent the company.

LLCs are commonly preferred by small and medium-sized businesses, family-owned companies, startups, consultancy businesses and investors who intend to operate through a relatively closely held ownership structure.

Transfers of LLC shares are subject to more formal requirements. The share transfer agreement must generally be made in writing, and the signatures must be notarised. Approval of the general assembly may also be required, subject to the articles of association and applicable law yerine de As a general rule, the transfer of shares in a limited liability company is subject to the approval of the general assembly, unless otherwise provided in the articles of association in accordance with applicable law

LLC shareholders are generally not personally responsible for the company’s private-law debts beyond their subscribed capital. However, shareholders may be held responsible for certain uncollectible public receivables in proportion to their capital shares. Managers and legal representatives may also have separate responsibilities under tax and public receivables legislation.

Joint-Stock Company in Turkey

A Joint-Stock Company may be established by one or more individual or corporate shareholders. There is no general statutory maximum number of shareholders.

The minimum capital requirement is TRY 250,000. At least 25% of subscribed cash capital must generally be paid before registration, and the remaining amount must be paid within 24 months following registration.

A JSC is managed and represented by a board of directors consisting of one or more members. Board members do not necessarily have to be shareholders.

JSCs are commonly preferred for larger investments, joint ventures, businesses planning to admit new investors and companies that may require more flexible share-transfer or financing arrangements. Certain regulated activities may also be required to operate as a JSC.

Share transfers in a JSC are generally more flexible than in an LLC. However, restrictions may arise from the Turkish Commercial Code, the articles of association, the type of shares concerned or sector-specific regulations. It should therefore not be assumed that every JSC share can be transferred without restriction.

JSC shareholders are generally liable only for the capital they have subscribed. Nevertheless, members of the board of directors and other legal representatives may have separate responsibilities for tax liabilities, public receivables and breaches of their management duties.

Main Differences Between an LLC and a JSC

Capital: An LLC requires a minimum capital of TRY 50,000, while a JSC requires at least TRY 250,000. Higher capital requirements may apply to regulated activities.

Shareholders: An LLC may have between one and 50 shareholders. A JSC may have one or more shareholders and does not have the same general maximum shareholder limit.

Management: An LLC is managed by one or more managers. A JSC is managed by a board of directors.

Share transfers: LLC share transfers are generally subject to written form, notarised signatures and corporate approval requirements. JSC share transfers are generally more flexible but may still be restricted by law or the articles of association.

Investment and financing: A JSC may offer greater flexibility for admitting investors, creating different share groups and planning larger financing transactions.

Corporate governance: JSCs generally require a more formal governance structure. LLCs may offer a simpler administrative structure for closely held businesses.

Should a Foreign Investor Choose an LLC or a JSC?

An LLC may be appropriate where the business will have a limited number of shareholders, a relatively straightforward management structure and no immediate plans to seek large-scale external investment.

A JSC may be more suitable where the founders expect future investment rounds, changes in ownership, different share groups, joint venture arrangements or activities subject to specific regulatory requirements.

The decision should not be based only on the minimum capital amount or initial registration cost. The articles of association, management powers, shareholder protections, exit plans and long-term financing strategy should also be considered before the company is established.

How to Register a Company in Turkey: Step-by-Step Process

Company formation in Turkey is principally carried out through MERSİS and the competent Trade Registry Directorate. Although registration may be completed quickly after a complete application file has been submitted, the overall process also includes preliminary structuring, preparation of foreign documents and post-registration procedures.

The exact requirements depend on the company type, shareholders, management structure, proposed business activity and the Trade Registry handling the application.

Step 1: Determine the Company Structure

The founders should first determine the company type, trade name, registered address, business activities, capital, shareholders and management structure.

At this stage, the founders should also decide:

• Whether an LLC or JSC is more appropriate
• The amount and type of capital to be contributed
• The shareholding percentages
• Who will manage and represent the company
• How management and signature powers will be allocated
• Whether any special licence or regulatory approval is required
• Whether the business activity is subject to a higher capital requirement

These decisions should be made before the articles of association are prepared. Using a standard formation document without considering the future management and ownership structure may create difficulties after registration.

Step 2: Prepare the Articles of Association and MERSİS Application

The articles of association are prepared and submitted through the official Central Registry Record System – MERSİS.

The articles of association generally specify:

• The company’s trade name
• Its registered address
• The business purpose and areas of activity
• The shareholders and their capital commitments
• The company’s total capital
• Management and representation powers
• Share classes or special shareholder rights, where applicable
• Rules concerning general assembly and management decisions

A MERSİS application number is generated after the required information has been entered into the system. The application is then completed through the competent Trade Registry Directorate.

Step 3: Prepare the Foreign Shareholder Documents

The documents required for foreign shareholders depend on whether the shareholder is an individual or a legal entity.

Foreign individual shareholders generally need to provide passport documents and the information required to obtain or verify a potential Turkish tax identification number.

Where the shareholder is a foreign company, documents may include a certificate of activity, corporate registration documents, articles of association and a resolution authorising the establishment of the Turkish company and appointing the relevant representatives.

Documents issued outside Turkey must generally be apostilled or legalised by the competent Turkish consulate. They must also be translated into Turkish and notarised where required.

If the formation process will be handled through a representative, the power of attorney must contain the authorities necessary to complete the company establishment procedures.

Potential tax identification numbers and relevant tax office information may be obtained or verified through the integrations available within MERSİS. Additional formalities may be required where the necessary information cannot be completed through the system.

Step 4: Complete Signature and Capital Procedures

The founders and persons authorised to represent the company must complete the required signature and formation procedures before the Trade Registry Directorate or a notary, depending on the document and circumstances. cümlesi yerine The founders and persons authorised to represent the company must complete the required signature and incorporation formalities before the competent Trade Registry Directorate or, where legally permitted or required, before a notary

Capital payment requirements differ between LLCs and JSCs.

For an LLC, cash capital is not generally required to be paid before registration. It may be paid within 24 months following the company’s registration.

For a JSC, at least 25% of subscribed cash capital must generally be deposited before registration. The remaining amount must be paid within 24 months following registration.

Where capital is contributed in kind, additional valuation reports, registry records and supporting documents may be required.

A payment corresponding to 0.04% of the company’s capital must also be made to the Competition Authority through the applicable Trade Registry payment process.

Step 5: Submit the Application to the Trade Registry

After the MERSİS application and supporting documents have been completed, the registration file is submitted to the competent Trade Registry Directorate.

Depending on the company and shareholders, the application file may include:

• The articles of association
• The MERSİS application number
• Shareholder identification or corporate documents
• Signature declarations
• Powers of attorney
• Chamber of Commerce registration forms
• Evidence of the required capital payment for a JSC
• Evidence of the Competition Authority payment
• Documents relating to managers or board members
• Documents concerning capital contributed in kind
• Sector-specific permits or approvals, where required

The Trade Registry may request corrections or additional documents if the application contains incomplete, inconsistent or unclear information.

Step 6: Complete Registration and Obtain Legal Personality

The company acquires legal personality when it is registered with the Trade Registry.

Following registration:

• The company’s registration is announced in the Turkish Trade Registry Gazette.
• The potential tax number becomes the company’s tax identification number through the relevant system integrations.
• The required statutory books are opened, certified or created electronically according to the applicable rules.
• The company’s authorised signatories complete the required signature procedures.
• The company receives the registration documents required for its subsequent banking and operational procedures.

Registration establishes the company as a separate legal entity. Transactions carried out on behalf of the company before registration may create personal responsibility for the persons involved.

Step 7: Complete Post-Registration Procedures

Trade Registry registration does not, by itself, complete every requirement necessary for the company to begin operating.

Depending on the company’s business activity and structure, the following procedures may also be required:

• Tax office activation and address verification
• Obtaining the tax registration certificate
• Opening or activating the corporate bank account
• Payment of outstanding capital commitments
• Appointment of an accountant or certified public accountant
• Social Security Institution registration where employees will be hired
• Electronic notification and electronic invoicing procedures
• Workplace opening and operating licences
• Sector-specific permits and regulatory approvals
• Beneficial ownership notifications
• Foreign direct investment notifications through E-TUYS, where applicable
• Employment and work permit procedures for foreign managers or employees

The company should not begin a regulated activity until all required licences, registrations and approvals have been completed.

For an official overview of the applicable company structures and establishment procedures, foreign investors may also consult the Ministry of Trade’s Establishing Company in Turkey guide.

Documents Required for Company Formation in Turkey

The documents required to register a company in Turkey depend on the company type, shareholders, managers, capital structure and proposed business activity.

Different documents apply depending on whether the foreign shareholder is an individual or a legal entity. The competent Trade Registry, banks and sector-specific authorities may also request additional information or supporting documents.

The following lists provide a general overview. The exact requirements should be confirmed before documents are issued, apostilled, translated or submitted.

General Company Formation Documents

The documents generally required for the company registration file may include:

• The MERSİS application and registration request
• The articles of association
• Documents concerning the company’s registered address
• Chamber of Commerce registration forms
• Information concerning shareholders and capital commitments
• Documents concerning managers or board members
• Signature declarations or signature documents for authorised representatives
• Evidence of the Competition Authority payment
• A bank letter confirming the required pre-registration capital payment for a JSC
• Documents relating to capital contributed in kind, where applicable
• Powers of attorney where the procedures are followed by a representative
• Sector-specific licences or preliminary approvals, where required

The content of the articles of association and supporting documents must be consistent with the information entered into MERSİS.

Documents for Foreign Individual Shareholders

A foreign individual establishing or acquiring shares in a Turkish company may generally need to provide:

• A valid passport
• A notarised Turkish translation of the passport
• A potential Turkish tax identification number
• Address and contact information
• A residence permit, where applicable
• A power of attorney where the incorporation process is handled by a representative
• Additional identification or compliance documents requested by banks or public authorities

The spelling of the shareholder’s name should be consistent across the passport, translation, tax records, power of attorney and MERSİS application. Inconsistencies may delay registration or subsequent banking procedures.

Documents for Foreign Corporate Shareholders

Where the shareholder is a company incorporated outside Turkey, the registration file may generally require:

• A current certificate of activity or equivalent trade registry document
• A certificate confirming the company’s current legal status and authorised signatories
• The foreign company’s articles of association or constitutional documents
• A resolution of the competent corporate body approving the establishment of the Turkish company
• A resolution specifying the proposed company type, shareholding, capital commitment and authorised representatives
• Documents demonstrating the authority of the persons signing on behalf of the foreign shareholder
• A power of attorney authorising the persons who will complete the procedures in Turkey
• Where a foreign legal entity will be appointed as a board member, a resolution appointing the individual who will act on its behalf
• Additional ownership and compliance information requested by banks or regulatory authorities

The corporate resolution should contain sufficient detail about the proposed Turkish company. A general authorisation that does not clearly identify the investment or appointed representatives may not be accepted.

Apostille, Legalisation and Turkish Translation

Documents issued outside Turkey must generally be authenticated before they can be used in Turkish company formation procedures.

Where the issuing country is a party to the Hague Apostille Convention, the document may generally be authenticated with an apostille.

Where the apostille procedure is not available, the document may need to be legalised through the competent authorities and the relevant Turkish consulate.

Foreign-language documents must generally be translated into Turkish by a sworn translator and notarised in Turkey. Depending on the document and applicable international agreement, a translation completed or certified by a Turkish consulate may also be accepted.

Trade Registry Directorates may impose document validity or recency requirements. Certificates of activity, registry extracts and similar documents should therefore be obtained shortly before the application.

Power of Attorney for Remote Company Formation

Foreign founders who will not personally attend the company formation procedures may appoint a lawyer or another authorised representative through a power of attorney.

The power of attorney should expressly include the authorities required for the proposed procedures. Depending on the scope of the assignment, these may include:

• Establishing and registering the company
• Signing formation and Trade Registry documents
• Completing MERSİS and tax procedures
• Representing the founder before the Trade Registry and Chamber of Commerce
• Making required payments
• Receiving company documents
• Completing signature and post-registration procedures
• Representing the founder before banks, where accepted by the relevant bank

A general power of attorney may not contain all the authorities required for company formation. The proposed wording should therefore be reviewed before the document is signed, apostilled or legalised.

Banks apply their own customer identification and compliance procedures. A power of attorney that is sufficient for Trade Registry registration may not automatically be sufficient for opening or activating a corporate bank account.

Additional Documents for Regulated Business Activities

Companies operating in regulated sectors may be required to provide additional documents or obtain preliminary approval before or after registration.

Additional requirements may apply to sectors including:

• Banking and financial services
• Payment and electronic money services
• Insurance
• Energy
• Healthcare
• Education
• Broadcasting
• Civil aviation
• Maritime activities
• Tourism
• Capital markets

The company’s proposed field of activity should be reviewed before the articles of association are submitted. Registering the company does not, by itself, authorise it to begin an activity that requires a separate licence or regulatory approval.

What to Do After Company Registration in Turkey

Registration with the Trade Registry gives the company legal personality, but it does not necessarily mean that the company is ready to conduct every aspect of its proposed business.

Tax, banking, accounting, employment, licensing and regulatory procedures may need to be completed before the company becomes fully operational.

Tax Registration and Address Verification

Following Trade Registry registration, the company’s information is transmitted to the relevant tax authority through the applicable system integrations. The potential tax identification number obtained during the formation process becomes the company’s tax identification number.

The company should then complete the procedures required to obtain its tax registration certificate and activate its tax records. The tax authority may also verify the company’s registered address where required.

The registered address must be genuine, current and suitable for receiving official notifications. Any subsequent change of address must be properly registered and notified.

Corporate Bank Account

After registration, the company may open or activate a corporate bank account using its Trade Registry, tax and signature documents.

Banks conduct their own customer identification, beneficial ownership, source-of-funds and compliance reviews. They may request information and documents in addition to those used for the Trade Registry application.

Where the process is conducted through a representative, the bank will determine whether the power of attorney is sufficient. Some banks may request the personal attendance of shareholders, directors, managers or authorised signatories.

For a JSC, the amount deposited before registration may be released for the company’s use after the required registration documents have been submitted to the bank.

An LLC does not generally have the same pre-registration cash capital deposit requirement. Its subscribed cash capital must be paid within the applicable legal period.

Accounting and Statutory Records

The company must establish an accounting and record-keeping system that complies with Turkish tax and commercial legislation.

Depending on the company and applicable rules, post-registration requirements may include:

• Engaging a qualified accounting professional
• Establishing the company’s accounting records
• Maintaining statutory commercial books
• Completing electronic ledger procedures where applicable
• Filing tax declarations
• Issuing and retaining invoices and supporting documents
• Monitoring capital payment obligations
• Preserving corporate resolutions and shareholder records

The company’s accounting period, tax obligations and filing requirements should be reviewed according to its business activity and transaction structure.

Social Security and Employment Procedures

Where the company will employ personnel, the necessary Social Security Institution procedures must be completed.

Although information may be transmitted through MERSİS and other system integrations during establishment, the company should confirm that its workplace and employer records have been properly created before employees begin working.

Employee notifications, payroll records, social security premiums and employment documentation must be completed within the applicable deadlines.

Foreign shareholders, managers or board members who intend to work in Turkey may also need a work permit. Establishing or owning a Turkish company does not automatically grant a foreign national the right to work or reside in Turkey.

Electronic Notification and Invoicing Systems

Companies may be required to activate and use electronic systems for official communications, tax notices, commercial records and invoicing.

Depending on the company’s activities and applicable thresholds, these may include:

• Electronic notification systems
• Electronic invoices
• Electronic archive invoices
• Electronic ledgers
• Registered electronic mail
• Digital tax and accounting applications

The applicable electronic obligations should be determined according to the company’s legal status, turnover, sector and transactions.

Workplace and Operating Licences

Trade Registry registration does not replace the licences and permits required for the company’s actual business activities.

Depending on the business, the company may need to obtain:

• A workplace opening and operating licence
• Municipal permits
• Sector-specific operating licences
• Environmental permits
• Health and safety approvals
• Professional or industry registrations
• Import, export or customs authorisations
• Regulatory authority approvals

The company should not begin a regulated activity before the necessary permit or licence has been obtained.

Foreign Direct Investment Notifications

Companies established in Turkey with foreign shareholders may be subject to foreign direct investment reporting requirements.

Relevant information concerning the company’s activities, foreign capital and share transfers may need to be submitted through E-TUYS, the electronic system administered by the Ministry of Industry and Technology.

The reporting obligations should be monitored after establishment and whenever there is a relevant change in the company’s capital or foreign shareholding structure.

Beneficial Ownership and Compliance Information

The company may be required to identify and report its ultimate beneficial owners under applicable tax, banking and anti-money laundering rules.

Banks, accountants, public authorities and regulated institutions may request information concerning:

• Direct and indirect shareholders
• Ultimate beneficial owners
• Management and control rights
• Sources of capital and funds
• The purpose and expected activities of the company
• Transactions involving high-risk countries or business sectors

The company should keep its ownership and control information current and consistent across its corporate, banking and tax records.

Ongoing Corporate Compliance

Company formation creates continuing corporate obligations.

Depending on the company type, these may include:

• Holding general assembly meetings
• Adopting manager or board resolutions
• Maintaining shareholder and share records
• Registering changes in managers, directors or authorised signatories
• Registering capital increases or share transfers
• Updating the articles of association
• Filing tax, employment and regulatory declarations
• Renewing licences and permits
• Completing foreign investment notifications
• Keeping the registered address and contact information current

Changes that require registration should be submitted to the Trade Registry without unnecessary delay. Failure to maintain accurate corporate records may affect banking procedures, regulatory compliance and the authority of company representatives.

Company Formation Costs and Timeline in Turkey

There is no single fixed cost or completion period for establishing a company in Turkey. The total cost and timeline depend on the company type, capital, number and nationality of shareholders, management structure, foreign documents, translation requirements and proposed business activity.

Foreign investors should distinguish between the company’s subscribed capital, official registration expenses, document preparation costs, professional fees and post-registration operational expenses.

Minimum Capital Is Not a Registration Fee

As of 2026, the minimum capital is TRY 50,000 for a Limited Liability Company and TRY 250,000 for a Joint-Stock Company.

These amounts represent the company’s subscribed capital. They are not fees paid to Pi Legal Consultancy, the Trade Registry or another service provider.

For an LLC, cash capital may generally be paid within 24 months following registration. For a JSC, at least 25% of subscribed cash capital must generally be paid before registration, with the remaining amount payable within 24 months.

Companies operating in regulated sectors may be subject to substantially higher minimum capital requirements.

Trade Registry and Official Formation Expenses

Official company formation expenses may include:

• Trade Registry and Chamber of Commerce registration charges
• Turkish Trade Registry Gazette announcement costs
• Statutory book opening or certification expenses
• Signature declaration and signature document expenses
• Notary charges
• The Competition Authority contribution
• Charges relating to certificates and registration documents

A contribution corresponding to 0.04% of the company’s capital is payable to the Competition Authority through the applicable Trade Registry payment process.

Official charges may change and may also vary according to the company type, capital, document volume and competent Chamber of Commerce.

Apostille, Legalisation and Translation Costs

Foreign founders may incur additional expenses for preparing documents outside Turkey.

These expenses may include:

• Obtaining corporate registry documents
• Apostille certification
• Turkish consular legalisation
• Sworn translation into Turkish
• Notarisation of translations and copies
• International courier services
• Reissuing documents that do not meet validity or content requirements

Foreign corporate shareholders generally require more extensive documentation than foreign individual shareholders. Their document preparation costs and completion periods may therefore be higher.

The document list and proposed wording should be confirmed before apostille, legalisation and translation expenses are incurred.

Professional and Operational Costs

Professional costs may include legal assistance, accounting support, document preparation and representation before the relevant authorities.

The company may also need to budget for:

• Legal advisory fees
• Accounting and tax services
• Registered office expenses
• Banking and payment charges
• Electronic signature or registered electronic mail services
• Workplace licences
• Sector-specific permits
• Employee and payroll procedures
• Work permit applications for foreign personnel
• Ongoing corporate compliance

Professional fees should be determined according to the scope and complexity of the proposed company formation rather than presented as a universal fixed amount.

How Long Does Company Formation Take in Turkey?

The Trade Registry stage may be completed on the same day or within a few business days after a complete and compliant application file has been submitted.

However, the Trade Registry registration period should not be confused with the total time required to prepare the company and make it operational.

The overall timeline may include:

• Selecting the company structure
• Drafting the articles of association
• Obtaining and legalising foreign documents
• Completing Turkish translations
• Preparing the MERSİS application
• Completing signature and capital procedures
• Registering the company
• Activating tax and accounting records
• Opening or activating the corporate bank account
• Obtaining workplace or sector-specific licences

For foreign individual shareholders, document preparation and translation may take longer than the registration itself.

Where the shareholder is a foreign legal entity, corporate resolutions, certificates of activity, apostille or consular legalisation and authorised signatory documents may extend the preparation period.

Banking procedures are subject to the relevant bank’s internal compliance and customer identification rules. A company may therefore be registered before its corporate bank account becomes fully operational.

Companies requiring sector-specific authorisation should calculate the licensing period separately from the ordinary company registration process.

Factors That May Delay Registration

Company formation may be delayed by:

• Missing or inconsistent shareholder documents
• Differences between passport and translated names
• Incomplete apostille or legalisation procedures
• Outdated foreign corporate documents
• An unavailable or restricted trade name
• An unclear business activity description
• Errors in the articles of association
• Insufficient powers in a power of attorney
• Missing capital payment documents
• Additional requests from the Trade Registry
• Bank compliance procedures
• Sector-specific regulatory approvals

Reviewing the structure and documents before submission can reduce the risk of correction requests and unnecessary delays.

Legal Support for Company Formation in Turkey

Company formation involves decisions that may affect the founders’ management rights, financial responsibilities, share-transfer options and future investment plans. Legal assistance should therefore begin before the articles of association are submitted to MERSİS.

Pi Legal Consultancy assists foreign individuals and corporate investors with company formation and registration in Turkey. Our services may include selecting the appropriate company structure, preparing the articles of association, reviewing foreign shareholder documents, drafting powers of attorney, completing Trade Registry procedures and advising on post-registration corporate requirements.

Where necessary, the company formation process may also be coordinated with lawyers working on commercial contracts, employment, immigration, regulatory compliance and dispute prevention.

Attorney Canan Vergili Oruç

Attorney Canan Vergili Oruç is a lawyer, mediator and senior consultant based in Pi Legal Consultancy’s Istanbul office. She has been admitted to the Istanbul Bar since 2009.

Her professional background includes commercial matters, investment, corporate governance and mediation. She supports companies and investors in evaluating the legal and commercial considerations that may arise when establishing and operating a business in Turkey.

In company formation matters, the legal work may include reviewing the proposed ownership and management structure, preparing formation documents and identifying issues that should be addressed in the articles of association before registration.

View Canan Vergili Oruç’s Profile

Foreign investors planning to establish an LLC or JSC may contact Pi Legal Consultancy for an initial assessment of the proposed company structure, shareholders, business activity and required documentation.

How to Do Business in Turkey: Company, Branch or Liaison Office?

Establishing an LLC or JSC is not the only way for a foreign investor to create a legal presence in Turkey. Depending on the proposed activities and relationship with the foreign parent company, an investor may establish a Turkish company, register a branch office or apply for permission to open a liaison office.

These structures have different legal, tax and operational consequences. The appropriate option should be selected before registration procedures begin.

Establishing a Turkish Company

A Turkish LLC or JSC is a separate legal entity established and registered under Turkish law.

This structure is generally suitable where the investor intends to:

• Conduct commercial activities in Turkey
• Issue invoices and generate local revenue
• Enter into contracts in the company’s own name
• Employ personnel
• Own assets
• Admit new shareholders or investors
• Build an independent business operation in Turkey

The Turkish company has its own capital, management structure, tax records and corporate obligations. Its shareholders may be foreign individuals, foreign legal entities or a combination of Turkish and foreign investors.

An LLC may suit closely held businesses and companies with a relatively simple ownership structure. A JSC may be more appropriate for larger investments, joint ventures, investor participation and more flexible shareholding arrangements.

Opening a Branch Office in Turkey

A foreign company may establish a branch office in Turkey without incorporating a separate subsidiary.

A branch does not have a legal personality separate from its foreign parent company. It operates as an extension of the parent and may generally conduct only activities that fall within the parent company’s business purposes.

A branch does not have shareholders or an independent share capital. Although there is no general statutory minimum capital requirement, the parent company should allocate sufficient funds for the branch’s Turkish operations.

The foreign parent company remains responsible for the branch’s activities and obligations. The branch must also be registered with the Trade Registry, maintain a Turkish address, appoint an authorised representative and comply with applicable tax, accounting, employment and licensing requirements.

A branch may be appropriate where the foreign company wishes to conduct business directly in Turkey while maintaining the legal and commercial identity of the parent company.

Establishing a Liaison Office in Turkey

A foreign company may apply for permission to establish a liaison office in Turkey.

A liaison office may not engage in commercial activities or generate income in Turkey. Its operating expenses must generally be funded by transfers from the foreign parent company.

Permitted activities may include:

• Market research
• Promotion of the foreign parent company
• Representation and coordination
• Technical support
• Communication with suppliers or customers
• Regional management functions
• Monitoring business opportunities

A liaison office requires permission from the Ministry of Industry and Technology. The permitted activities and duration are determined according to the application and applicable regulations.

Because a liaison office cannot conduct commercial transactions or issue invoices for local business activities, it is not a substitute for an LLC, JSC or branch where the investor intends to generate revenue in Turkey.

Which Structure Should a Foreign Investor Choose?

A Turkish LLC or JSC is generally the most suitable option where the investor intends to create an independent business, generate local income, employ personnel and enter into contracts in the company’s own name.

A branch may be appropriate where the foreign parent wishes to conduct business directly and accepts responsibility for the Turkish operation.

A liaison office may be considered where the purpose is limited to non-commercial activities such as market research, promotion, representation or coordination.

The decision should take into account:

• The activities to be conducted in Turkey
• Whether local income will be generated
• The desired level of separation from the foreign parent
• Tax and accounting consequences
• Management and representation requirements
• Employment plans
• Regulatory approvals
• Long-term investment and exit strategy

Selecting the wrong structure may create tax, licensing, operational or liability problems. The legal and commercial consequences of each option should therefore be assessed before an application is submitted.

Can You Open a Company in Turkey Remotely?

Foreign investors may complete many company formation procedures without being physically present in Turkey by appointing a lawyer or another authorised representative through a properly prepared power of attorney.

However, remote company formation should not be presented as an entirely automatic process. The procedures that may be completed by a representative depend on the wording of the power of attorney, the shareholder structure, the competent Trade Registry, the proposed business activity and the requirements of the relevant bank or public authority.

Procedures That May Be Completed by a Representative

Subject to the scope of the power of attorney, a representative may generally assist with:

• Preparing the company structure and articles of association
• Completing the MERSİS application
• Obtaining or verifying potential tax identification numbers
• Submitting documents to the Trade Registry
• Completing company registration procedures
• Making required official payments
• Receiving Trade Registry and company documents
• Completing certain tax and post-registration procedures
• Coordinating sworn translations and notarisation
• Applying for licences or registrations where representation is permitted

The power of attorney must expressly contain the authorities necessary for the relevant procedures. A general power of attorney may not be sufficient for company formation, banking or regulatory applications.

Issuing a Power of Attorney Outside Turkey

A foreign founder may issue the power of attorney before a Turkish consulate. Documents issued through a Turkish consulate may generally be used directly in Turkey without a separate apostille.

Alternatively, the power of attorney may be issued before a competent notary or authority in the founder’s country.

Where the issuing country is a party to the Hague Apostille Convention, the document must generally receive an apostille. Where the apostille procedure is unavailable, consular legalisation may be required.

The foreign power of attorney must also be translated into Turkish and notarised where necessary.

The proposed wording should be reviewed before the document is signed. Correcting an incomplete power of attorney after apostille, translation and international delivery may cause additional costs and delays.

Is Personal Attendance Required for a Bank Account?

Company registration and corporate bank account procedures should be treated as separate processes.

A company may be successfully registered with the Trade Registry even where the bank subsequently requests the personal attendance of a shareholder, manager, board member or authorised signatory.

Banks apply their own customer identification, beneficial ownership, source-of-funds and risk assessment procedures. Some banks may accept representation through a sufficiently detailed power of attorney, while others may require an in-person meeting or additional documentation.

Foreign investors should therefore confirm the proposed bank’s requirements before assuming that the entire banking process can be completed remotely.

Does Company Ownership Provide a Right to Work or Reside in Turkey?

Establishing or owning a Turkish company does not automatically grant a foreign shareholder the right to work or reside in Turkey.

A foreign shareholder, manager or board member who intends to work in Turkey may need to obtain a work permit. Residence and immigration requirements should be evaluated separately from the company formation process.

The applicable requirements depend on the person’s nationality, role, shareholding, intended activities and period of stay.

Practical Steps Before Starting a Remote Formation

Before issuing documents or a power of attorney, the foreign investor should:

• Determine whether an LLC, JSC, branch or liaison office is appropriate
• Confirm the proposed company name and business activities
• Identify the shareholders, managers and authorised signatories
• Obtain a power of attorney drafted for the specific transaction
• Confirm apostille or consular legalisation requirements
• Check the proposed bank’s identification requirements
• Prepare current foreign individual or corporate documents
• Ensure that names and identification details are consistent across all documents
• Confirm whether the business requires a special licence or regulatory approval

Remote formation can reduce the need for travel, but it does not remove the documentary, banking and compliance requirements applicable to foreign investors.

Common Company Formation Mistakes to Avoid in Turkey

Many company formation problems arise not from the Trade Registry application itself, but from decisions made before registration or obligations overlooked after the company has been established.

Foreign investors should consider the company’s intended activities, management structure, banking requirements and long-term investment plans before submitting the formation application.

Choosing a Company Type Based Only on Initial Cost

Selecting an LLC solely because it has a lower minimum capital requirement may not be appropriate for every investment.

A JSC may offer greater flexibility where the founders expect new investors, different share groups, joint venture arrangements or future share transfers. An LLC may be more practical for a closely held business with a limited number of shareholders.

The company type should reflect the intended ownership, governance and financing structure rather than only the initial formation cost.

Using Standard Articles of Association

Standard articles of association may be sufficient for a simple single-shareholder company, but they may not adequately regulate more complex investments.

The articles may need to address:

• Management and representation powers
• Reserved decisions
• Different share groups
• Transfer restrictions
• Appointment rights
• Dividend policies
• Minority shareholder protections
• Deadlock procedures
• Future capital increases

Important shareholder arrangements should be considered before registration. Amending the articles of association after the company has begun operating may require additional corporate approvals, registration and expense.

Describing the Business Activity Incorrectly

The business purpose entered into MERSİS and the articles of association should accurately reflect the company’s proposed activities.

A description that is too narrow may restrict future operations. A description that is excessively broad or includes regulated activities may create questions during registration, banking or licensing procedures.

The business activity may also affect tax registration, Chamber of Commerce classification, workplace licences and regulatory requirements.

Overlooking Sector-Specific Requirements

Registering a company does not automatically authorise it to carry out every activity listed in its articles of association.

Banking, insurance, payment services, healthcare, education, energy, tourism, broadcasting, civil aviation and other regulated sectors may require:

• A specific company type
• Higher minimum capital
• Preliminary approval
• An operating licence
• Qualified managers
• Special ownership conditions
• Additional compliance systems

These requirements should be examined before the company type and capital are finalised.

Submitting Inconsistent Foreign Documents

Differences between the shareholder’s passport, tax identification number, translated documents, power of attorney and MERSİS application may delay registration.

Common problems include:

• Different spellings of names
• Missing middle names
• Reversed name and surname fields
• Different company titles
• Outdated corporate registry documents
• Inconsistent authorised signatory information
• Missing apostille or legalisation
• Incomplete Turkish translations

Names and corporate information should be reviewed across all documents before submission.

Issuing an Incomplete Power of Attorney

A general power of attorney may not include all authorities required for company formation.

The document may need to authorise the representative to complete MERSİS, Trade Registry, tax, signature, document collection and post-registration procedures.

Banking powers should be drafted separately and carefully. Even where the power of attorney contains banking authority, the relevant bank may still request personal attendance or additional documents.

The proposed wording should be reviewed before the document is signed and apostilled.

Assuming That Company Registration Guarantees a Bank Account

Trade Registry registration and bank account opening are separate procedures.

Banks conduct independent customer identification and compliance reviews. They may examine:

• The company’s business model
• Direct and indirect shareholders
• Ultimate beneficial owners
• Sources of capital
• Expected transactions
• Countries connected with the business
• The intended use of the account

The fact that a company has been legally registered does not require a particular bank to open or activate an account.

Using an Unsuitable Registered Address

A Turkish company must have a valid registered address.

The proposed address should be suitable for official notifications and compatible with the company’s intended activity. Municipal, tax, landlord or building-management restrictions may affect the use of certain premises.

A virtual or shared office arrangement should be reviewed according to the proposed activity and the requirements of the relevant authorities.

Ignoring Work Permit Requirements

Foreign ownership of a Turkish company does not automatically give a shareholder or manager the right to work in Turkey.

Foreign founders who will actively work for the company may need a work permit. The company may also need to satisfy applicable employment, capital or financial criteria for the application.

Company formation, immigration status and work authorisation should therefore be planned as related but legally separate processes.

Failing to Complete Post-Registration Obligations

Some investors treat Trade Registry registration as the final stage of company formation.

However, the company may still need to complete tax, banking, accounting, social security, licensing, electronic notification and foreign investment reporting procedures.

The company should also monitor:

• Capital payment deadlines
• General assembly and management decisions
• Changes in shareholders or managers
• Registered address changes
• Tax and social security filings
• Beneficial ownership information
• Licence renewal requirements
• E-TUYS notifications where applicable

A company that is registered but does not maintain its ongoing obligations may face administrative, tax, banking and operational problems.

Frequently Asked Questions About Company Formation in Turkey

Related Company Formation Guides and Services

Establishing a company is often only the first stage of entering the Turkish market. Foreign investors may also need assistance with employment permissions, corporate governance, regulatory compliance and the legal structuring of their investments.

Work Permits for Foreign Managers and Employees

Company ownership or appointment as a director does not automatically grant a foreign national the right to work in Turkey. The applicable work permit requirements should be assessed separately according to the individual’s position and the company’s activities.

For further information, read our guide to work permits in Turkey.

Corporate Governance and Ongoing Compliance

After registration, companies must comply with corporate decision-making, representation, record-keeping and governance requirements. These obligations should be considered when preparing the articles of association and allocating authority among shareholders, directors and managers.

Learn more about our corporate governance services in Turkey.

Legal Support for Foreign Investments

A foreign investment may involve commercial contracts, regulatory permissions, acquisition structures, employment matters and sector-specific compliance in addition to company registration.

Explore our legal services for foreign investments in Turkey.

Start Your Company in Turkey with Legal Support

The appropriate company structure depends on the proposed business activity, ownership model, management requirements, investment plans and applicable regulatory obligations.

Pi Legal Consultancy assists foreign investors with selecting the appropriate legal structure, preparing incorporation documents, completing Trade Registry procedures and coordinating the legal stages that follow company registration.

If you are planning to establish a company, branch or liaison office in Turkey, contact our team for an initial assessment of the proposed business structure and incorporation process.