Starting a company formation in Turkey’s dynamic and strategically located market is an exciting venture for any entrepreneur. However, for foreign investors in particular, the process can seem complex with its specific legal procedures and bureaucracy. This guide is designed to break down the company formation process for the two most common entity types—the Limited Liability Company (LLC) and the Joint-Stock Company (JSC)—into simple, understandable steps. Our goal is to clarify exactly what you need to do and what to expect at every stage of your journey.
Choosing the Right Company Type: LLC vs. JSC in Turkey
The first and most important strategic decision you will make is choosing the right legal structure for your business. The two most common types for foreign investors in Turkey are the Limited Liability Company (LLC or Limited Şirket) and the Joint-Stock Company (JSC or Anonim Şirket). While they share some similarities, they have critical differences in capital, liability, and governance.
Here is a clear comparison to help you decide:
| Feature | Limited Liability Company (LLC) | Joint-Stock Company (JSC) |
|---|---|---|
| Minimum Capital | 50,000 TRY (as of Jan 1, 2024) | 250,000 TRY (as of Jan 1, 2024) |
| Number of Shareholders | 1 to 50 shareholders. | 1 or more shareholders. Can be publicly traded. |
| Liability of Shareholders | Limited to their subscribed capital amount. Personally liable for public debts (taxes, social security). | Limited to their subscribed capital amount. No personal liability for public debts. |
| Share Transfer | More formal: requires a notarized transfer deed and approval of the General Assembly. | Simpler: can be transferred freely without notary or general assembly approval (unless restricted by AoA). |
| Management Structure | Managed by one or more ‘Managers’ (Müdürler), who can be shareholders or third parties. | Managed by a ‘Board of Directors’ (Yönetim Kurulu). A General Assembly is also mandatory. |
| Best For… | Small to medium-sized enterprises (SMEs), startups, family businesses, and service companies. | Large-scale operations, companies planning to raise capital, issue bonds, or go public (IPO). |
The Company Formation Process: How to Register a Business in Turkey
For entrepreneurs setting up a business in Turkey, the official process is managed through a centralized online system called MERSİS and finalized at the local Trade Registry Office. While the system is efficient, each step must be completed correctly to ensure a successful company registration in Turkey.
Here is a breakdown of the typical 7-step journey:
Step 1: Draft the Articles of Association (AoA) & Submit to MERSİS
This is the foundational legal document for your company. The AoA defines the company’s trade name, headquarters, scope of business, capital, and management structure. Whether you plan to register a consulting company in Turkey or a large manufacturing plant, this document is the blueprint. It is drafted and submitted online via the MERSİS system.
Step 2: Notarization of Official Documents
The Articles of Association and other necessary documents, such as the signature declarations of the company managers, must be notarized by a public notary in Turkey.
Step 3: Obtain a Potential Tax ID Number for Founders
Foreign founders who are not Turkish residents must obtain a potential tax identification number from the local tax office. This is a prerequisite for opening a corporate bank account.
Step 4: Deposit the Minimum Capital
At least 25% of the subscribed capital must be deposited into a dedicated bank account before the official company registration. The bank will issue a letter of deposit, which is a required document for the application.
Step 5: File the Application at the Trade Registry Office
This is the core of the business registration in Turkey. All notarized documents, the MERSİS application number, and the bank deposit letter are submitted to the competent Trade Registry Office for final review and approval.
Step 6: Certification of Legal Books
Once the company incorporation in Turkey is approved, the company’s official legal books (journal, ledger, inventory book, etc.) must be certified by a public notary before they can be used.
Step 7: Post-Formation Registrations
After the successful company establishment in Turkey, there are a few final but crucial steps, such as registering the company with the local tax office to activate it for tax purposes and with the Social Security Institution (SGK) if you will have employees.
Required Documents Checklist for Foreign Investors
Preparing the correct documentation is the most critical part of ensuring a smooth and fast company registration process. While the exact list can vary slightly based on your company’s structure and the specific Trade Registry Office, the following checklists cover the essential documents required for a company establishment in Turkey with foreign shareholders.
For the Company Registration File
- Signed Articles of Association (AoA): The original, notarized version of the company’s foundational legal document.
- MERSİS Application Number: The online registration and tracking number for your application.
- Bank Deposit Receipt: An official letter from the bank confirming that at least 25% of the initial capital has been deposited and blocked.
- Chamber of Commerce Registration Forms: Standard forms provided by the relevant Chamber of Commerce.
- Signature Declarations: Notarized signature declarations for each person authorized to manage and represent the company.
For Foreign Individual Founders / Shareholders
- Passport Copy: A notarized copy of each founder’s passport, along with a certified Turkish translation.
- Turkish Potential Tax ID Number: A tax ID number obtained from a Turkish tax office for each foreign founder.
- Power of Attorney (PoA): If the process is being managed by our law firm, a specific, notarized Power of Attorney granted to your Turkish business lawyer. This allows us to act on your behalf.
For Foreign Corporate Founders / Shareholders
If one of the shareholders is a foreign company, additional documents are required to prove its legal standing:
- Certificate of Activity: An up-to-date certificate from the parent company’s home country Chamber of Commerce, certified with an Apostille.
- Board of Directors Resolution: An official, Apostilled resolution from the parent company’s board, authorizing the establishment of the company in Turkey and appointing its representatives.
- Parent Company’s Articles of Association: A copy of the founding document of the foreign shareholder company.
Post-Formation Essentials: What to Do After Registration
The official registration of your company in the Trade Registry Gazette is a major milestone, but it does not mark the end of the setup process. To become fully operational and legally compliant, several critical post-formation steps must be completed. This is often where a dedicated company consultancy service in Turkey provides immense value by ensuring a smooth transition to active business operations.
Tax Office Registration & Activation
Immediately after incorporation, your company must be registered with the local tax office (Vergi Dairesi). A tax officer will visit your company’s registered address to verify its existence. Following this verification, your company’s tax identity will be activated, and you will receive your official tax plate (Vergi Levhası). Without this step, you cannot issue invoices or conduct financial transactions.
Opening a Corporate Bank Account & Capital Unblocking
With the official registration documents, you can now open a corporate bank account in your company’s name. Once the account is active, your lawyer can request the bank to unblock the 25% capital that was deposited during the formation process, making it available for your company’s operational use.
Social Security Institution (SGK) Registration
If you plan to hire employees (including the company’s own managers/directors who will receive a salary), the company must be registered with the Social Security Institution (Sosyal Güvenlik Kurumu – SGK). This is a mandatory step for managing employee insurance, pensions, and healthcare contributions.
Meet Your Expert Company Formation Lawyer
The company formation process at Pi Legal Consultancy is overseen by our lead corporate attorney, Canan Vergili Oruç. As an expert Turkish business lawyer, she has extensive experience in guiding both local and international entrepreneurs through every stage of the establishment process, ensuring it is handled with precision and strategic foresight.
Beyond her role as a lawyer, Canan acts as a trusted business consultant, providing invaluable advice to new ventures on structuring their Articles of Association to support future growth. Operating from our main offices in Istanbul and Ankara, she and her team provide a seamless service to clients across the country, ensuring every new company is built on a solid legal foundation.
| Company Name | Address | Phone | |
|---|---|---|---|
| Pi Legal Consultancy Ankara Office | İvedikköy Mah. Melih Gökçek Bulvarı No : 152 A Yenimahalle/ANKARA | +90 536 038 0222 | info@pilc.law |
| Pi Legal Consutlancy İstanbul Office | Çobançeşme Mah. Sanayi Cad. No:44 B Nish İstanbul Residence B Blok D:97 Bahçelievler Istanbul Turkey | +90 536 038 0222 | info@pilc.law |
The Role of a Turkish Business Lawyer in Company Formation
While it’s technically possible to navigate the company formation process without legal assistance, it is not recommended, especially for foreign investors. The process involves complex legal documents and strict procedures where errors can lead to significant delays and future complications.
An expert Turkish business lawyer provides value far beyond simple paperwork filing. Our company consultancy service in Turkey ensures:
- Strategic Structuring: We don’t just use a template; we draft your company’s Articles of Association (AoA) to align with your specific business goals, protecting your rights as a shareholder and providing flexibility for future growth.
- Speed and Efficiency: With our expertise, the entire registration process can be completed in as little as 3-5 business days, allowing you to become operational without unnecessary delays.
- Seamless Remote Process: We can handle the entire company incorporation in Turkey on your behalf through a specifically prepared Power of Attorney (PoA), saving you the time and expense of traveling to Turkey for the procedures.
- Risk Mitigation: Our team ensures every step, from the MERSİS application to the Trade Registry filing, is handled correctly, guaranteeing a compliant and legally sound company establishment in Turkey.
Setting Up a Joint Stock Company (JSC) and Obtaining a Payment System Operator (PSO) License in Turkey
Turkey has become a strategic hub for international businesses, offering a dynamic and well-regulated financial ecosystem. Many foreign investors seek to establish a Joint Stock Company (JSC) in Turkey to benefit from its flexible corporate structure and strong legal framework. Additionally, securing a Payment System Operator (PSO) license enables businesses to operate legally within Turkey’s financial and payment processing sector. Below is a detailed guide addressing the key aspects of forming a JSC and applying for a PSO license in Turkey.
Is Company Establishment in Turkey a Solution?
It is necessary to make a reference to several advantages of setting up a business in Turkey:
- increasing young population,
- high value of currency rates,
- decreasing production and labor costs.
With regard to the advantages of doing business in Turkey also take a look at our articles :
- Investment Incentive Regime in Turkey
- Is Turkey Safe for Investment?: Six Advantages to Grow Your Business in Turkey
- Investment Opportunities in Turkey
What are the main legal instruments applicable to the company establishment in Turkey?
Turkish Commercial Code (Numbered 6102) is the most central legislation enforceable to founding a company in Turkey. In the light of the company type, Turkish Code of Obligations (Numbered 6098) and Turkish Civil Code (Numbered 4721) are also applicable to the Turkish company law under Article 126 of Turkish Commercial Code.
Do companies have a legal personality after company establishment in Turkey?
Under Article 125 of Turkish Commercial Code, commercial companies have legal personality. To clarify, A company shall acquire a legal personality upon registration with the Trade Registry according to the Turkish Commercial Code. Therefore a company is accepted to be a separate legal person. That necessarily follows that all commercial companies may benefit from all rights and undertake debts within the framework of Article 48 of the Turkish Civil Code. Besides, those who conduct transactions and enter into commitments on behalf of the company before registration may be personally and successively held responsible for these transactions and commitments.
Can foreigners open a company in Turkey?
Can Foreigners Open a Company in Turkey? “Company establihsmnet in Turkey is possible for foreigners. To register a company in Turkey for foreigners, the law numbered 4875 came into effect in 2013, granting foreign investors the same rights as Turkish citizens.
Owing to enactment of Foreign Direct Investment Law (Numbered 4875), the difference between foreign or national investors were eradicated under Turkish legal system in 2013. Presently, it is important to underline that foreign investors shall be subject to equal treatment with domestic investors. Besides, the principles and standards enumerated in Turkish Commercial Code facilitate foreign-led companies in Turkey.
What is more, there are many improvements dedicated to setting up a better investment hub in Turkey. Indeed, the 2024 FATF Decision on Türkiye accelarates all investment projects into Turkey. Potential results of the decision in question should be taken into evaluated carefully by all legal practitioners including business lawyers.
As a part of FATF obligations of Turkey, the Law Numbered 7518 on Amendments to the Capital Markets Law Numbered 6362 has been enacted in 2024. The Law Numbered 7518, mainly known as Turkish Crypto Law of enters into force following the circuit of the Official Gazette dated July 2, 2024. The first decision on the 2024 Announcement for the Rejected Crypto Asset Platforms was delivered by the Board dated 23 August 2024. 2024 Legal Status of NFTs and P2P in Turkey was also clarified by the recent Resolution by Turkish Capital Markets on Turkish Crypto Assets Service Providers.
Besides the digital participation banking system is accepted by Turkish lawmakers in Turkey.Besides, the recognition of digital wallets has also been completed by means of new regulation of the Central Bank of the Republic of Türkiye. In this way, a Digital Wallet Era in Turkey started. Thirdly, the 2024 New Electronic Submission System for Turkish Capital Markets was instituted by the Capital Markets Board of Türkiye.
What are taxation liabilities for companies in Turkey?
In general, companies are subject to a standard corporate income tax rate of 20% except for finance-centric companies including banks paying 25%. 2024 Changes to Turkish Tax Procedural Law must also be critically analyzed for all businessmen and individuals.
You can also read the following articles as they are related to the topic.
Is share transfer possible instead of company establishment in Turkey for foreigners?
It is of course possible to make an investment through the acquisition of shares rather than establishing a company directly. That is the case for both alien or local investors.
What are the steps in the liquidation process?
A company may terminate in case the realization of any of the reasons for termination stipulated at the law, and in line with the decision of the shareholders. There are two main types of liquidation: “compulsory” and “voluntary”. It requires a termination process of a legal entity. The Enforcement and Bankruptcy Code (Numbered 2004) is at the heart of this process. The main objective of the liquidation process is to sell the assets of the company and convert the assets of the involved company into money, collect their receivables, and pay debts. Article 536 of Turkish Commercial Code stipulates that the liquidation start-up, the appointment and announcement of Liquidor must be registered.
Company incorporation in Turkey
Company incorporation in Turkey is the legal process that formalizes the establishment of your company. It involves:
- Drafting and Notarizing the Articles of Association: Legal document that outlines the company’s structure and regulations. Particularly, a contract lawyer in Turkey and other law practitioners must understand the essential features of a contract and what a valid contract must contain.In Turkey, the role of a contract lawyer is pivotal as they help ensure that agreements are legally binding and enforceable, thereby protecting the interests of all parties involved.
Review our article on Contract Law in Turkey
- Depositing the Minimum Capital Requirement: Depending on the type of company, a certain amount of capital must be deposited.This involves choosing the type of company you wish to establish, such as a Joint Stock Company (A.Ş.) or a Limited Liability Company Formation (LTD. ŞTİ.). Minimum Capital Amounts for Joint-Stock and Limited Liability Companies in Turkey has been newly updated for and beyond 2024 in Turkey. This change will directly impact all investors for their ongoing and potential investment projects.
- Submitting Incorporation Documents to the Trade Registry: Includes the notarized articles of association, proof of capital deposit, and other required documents.
Establishing a Joint Stock Company (JSC) in Turkey
Total Cost for Registration and Documentation
The cost of registering a JSC in Turkey depends on multiple factors, including company capital, notary fees, and government registration costs. The estimated expenses include:
- Company Registration Fees:Ranges between $1,500 – $3,000, depending on the structure and capital requirements.
- Notary and Translation Costs:Approximately $500 – $1,000, covering notarization of foreign documents and translations.
- Legal and Consultancy Fees:Hiring a Turkish contract lawyer or a business consultant is highly recommended for proper documentation and regulatory compliance, with fees starting at $2,000.
Time Required for Completing the Registration Process
The timeline for JSC company formation in Turkey generally takes between 2 to 4 weeks. The process includes:
- Drafting and notarizing company articles of association
- Submitting the application to the Trade Registry
- Opening a corporate bank account and depositing the initial capital
- Registering with tax authorities and social security institutions
Engaging in Turkish contract law consultation during this phase ensures that all legal obligations are met efficiently.
Payment System Operator (PSO) License Application in Turkey
Minimum Capital Requirement and Deposit Process
The Banking Regulation and Supervision Agency (BDDK) of Turkey mandates a minimum paid-in capital of TRY 5 million (approximately $170,000) for PSO licenses. The full amount must be deposited into a Turkish bank account before submitting the license application. This ensures financial stability and regulatory compliance for companies operating in the payment systems sector.
Application Fees and Total Estimated Cost
The PSO license application fees depend on administrative processing charges and financial compliance audits. Estimated costs include:
- Regulatory Filing Fees:$5,000 – $10,000
- Legal Consultancy and Compliance Audits:$10,000 – $25,000 (varies based on business model and transaction volumes)
- IT and Data Security Compliance:$15,000 – $30,000 for ensuring compliance with Turkish fintech regulations
Expected Timeline for License Approval
The licensing process for PSO approval in Turkey typically takes between 6 to 12 months, including:
- Preparation of compliance documents and security audits
- Submission to the Banking Regulation and Supervision Agency (BDDK)
- Regulatory review and potential additional requirements
- Final approval and operational readiness
Why Work with a Turkish Contract Lawyer for JSC and PSO Applications?
- Expert Guidance:A Turkish contract lawyer ensures compliance with corporate and financial regulations, minimizing legal risks.
- Document Preparation:Proper documentation reduces processing time and prevents unnecessary rejections.
- Regulatory Compliance:Lawyers provide Turkish contract law consultation to help businesses navigate the legal complexities of payment licensing.
Setting up a JSC and obtaining a PSO license in Turkey requires careful planning, regulatory compliance, and financial preparedness. For expert assistance in company formation and payment licensing, contact Pi Legal Consultancy to guide you through the entire process efficiently.
Frequently Asked Questions (FAQ)
Here are answers to some of the most common questions we receive from entrepreneurs and investors looking to start a business in Turkey.
Do I need a Turkish partner to start a business in Turkey?
No. Turkish Foreign Direct Investment Law grants equal rights to foreign investors. You can establish a company in Turkey with 100% foreign ownership and do not need a local Turkish partner.
Can I set up a company remotely from abroad?
Yes. By providing a Power of Attorney (PoA) to a trusted law firm, the entire process—including notarizing documents, opening a bank account, and filing with the Trade Registry—can be managed by your Turkish corporate lawyer without you needing to be present.
What are the minimum capital amounts for 2025?
As of the latest regulations effective from January 1, 2024, the minimum required capital is 50,000 Turkish Lira for a Limited Liability Company (LLC) and 250,000 Turkish Lira for a Joint-Stock Company (JSC).
How are companies taxed in Turkey?
Companies in Turkey are subject to a Corporate Income Tax on their profits. As of 2024/2025, the general rate is 25%. However, tax regulations can be complex, and we recommend a detailed consultation to understand the specific tax implications for your business model.
Establishing a company in Turkey is a clear and achievable process when you are guided by the right expertise. It is more than just a bureaucratic procedure; it is the legal foundation upon which your entire business will be built. Getting the company structure and its Articles of Association right from the very beginning is the key to ensuring your long-term success and legal security in the Turkish market.
Successfully establishing your company is just the first step. For ongoing legal support for your new business—covering everything from drafting commercial contracts to daily corporate governance and compliance—our expert team is ready to be your long-term legal partner in Turkey.
Conclusion
Company establishment in Turkey offers numerous opportunities for businesses looking to expand into a vibrant and growing market. By understanding the key steps of company registration, formation, incorporation, and leveraging the expertise of a specialized lawyer, you can navigate the process smoothly and set up a successful business in Turkey. Whether you’re looking to start a small enterprise or a large corporation, Turkey provides a conducive environment for growth and success.
Successfully establishing your company is just the first step. For ongoing legal guidance on matters like commercial contracts, corporate compliance, and governance, you can learn more about our comprehensive corporate and business law services.
