For ambitious entrepreneurs and foreign investors, company formation in Turkey presents a powerful opportunity backed by a strategic geopolitical location, a young and dynamic workforce, and an increasingly favorable regulatory environment. If you’re considering expanding your global footprint or launching a new venture, starting a business in Turkey offers immense potential.
Navigating the legal and administrative procedures of establishing a firm can seem daunting, but thanks to modern digital systems like MERSİS (Central Registry System), the process is now more streamlined than ever. This in-depth, step-by-step guide is your essential roadmap to setting up your new company efficiently and compliantly.
Choosing the Right Structure for Company Formation in Turkey
The Turkish Commercial Code (TCC) recognizes several types of legal entities, but for most foreign investors, the choice typically comes down to two main structures: the Limited Liability Company (LLC) (Limited Şirket – Ltd. Şti.) and the Joint Stock Company (JSC) (Anonim Şirket – A.Ş.).
1. Limited Liability Company (LLC / Ltd. Şti.)
The LLC is the most popular choice for small to medium-sized enterprises (SMEs) and is often the simplest and quickest to establish.
| Feature | Details |
| Minimum Capital | 50,000 TRY (Turkish Lira). |
| Capital Payment | Can be paid within 24 months of registration. (Note: Some sources indicate at least 25% may be needed for certain procedures or for obtaining a work permit). |
| Shareholders | Minimum of one, maximum of 50. Can be real persons or legal entities. |
| Liability | Shareholders are liable only up to the amount of their committed capital. |
2. Joint Stock Company (JSC / A.Ş.)
The JSC is the preferred structure for larger businesses, public offerings, or companies seeking significant capital investment.
| Feature | Details |
| Minimum Capital | 250,000 TRY (Turkish Lira). |
| Capital Payment | At least 25% of the subscribed capital must be deposited into a blocked bank account before registration. The remainder must be paid within 24 months. |
| Shareholders | Minimum of one. No upper limit. |
| Liability | Shareholders are liable only up to the amount of their committed capital. |
Step-by-Step Guide to Company Formation in Turkey
The entire registration process, when all documents are ready and accurate, can be completed in as little as 3 to 7 business days for an LLC. For JSCs or complex business models, the timeline may be longer.
Step 1: Preliminary Steps for Company Formation in Turkey
Before you begin the formal application, you need to make several fundamental decisions:
- Choose a Unique Company Name: The name must be unique and reserved through the MERSİS system.
- Determine Your Legal Address: You must secure a legal business address (e.g., a lease agreement for an office) before application. Virtual office solutions are also often permitted for the initial registration.
- Obtain a Potential Tax ID Number (TIN): All foreign shareholders and directors must obtain a Potential Tax Identification Number from the local Tax Office, even if they don’t have a residence permit.
Step 2: MERSİS and Notarization for Company Formation in Turkey
The entire process is initiated through the MERSİS (Merkezi Sicil Kayıt Sistemi) online portal.
- Draft the Articles of Association (AoA): This crucial document outlines the company’s core structure, capital, shareholders, directors, and scope of business. It must be prepared in Turkish.
- Mersis Application: Upload the draft AoA and all necessary shareholder/director information (passport details, tax numbers) to the MERSİS system to receive a unique reference/tracking number.
Step 3: Notarization and Certification
The MERSİS tracking number allows you to proceed with the notarization of key documents.
- Notarize Documents: The company’s AoA, the signature declarations of the authorized company representatives (directors), and a power of attorney (if using a representative like an attorney or accountant) must be notarized by a Turkish Public Notary. If the foreign shareholder/director cannot be physically present, the documents can be prepared abroad and apostilled, then translated and notarized in Turkey.
Step 4: Depositing Capital and Fees
Financial requirements must be met before final registration.
- Deposit Minimum Capital (for JSC): For JSCs, the minimum 25% of the subscribed capital must be deposited into a blocked company bank account. For LLCs, the capital deposit is generally deferred until after registration, but it’s advisable to check the latest local requirements.
- Competition Authority Fee: A fee equal to 0.04% (four per ten thousand) of the company’s capital must be paid to the Turkish Competition Authority’s account.
Step 5: Application to the Trade Registry Office
With the notarized documents and proof of payment ready, the final registration application is made.
- Submit to the Trade Registry Directorate: File the application packet with the local Trade Registry Directorate (often part of the Chamber of Commerce). The required documents typically include the notarized AoA, signature declarations, proof of fee payments, and the bank deposit receipt (for JSCs).
- Tescil (Registration): Upon review and approval, the Trade Registry officially registers the company. The company’s establishment is then published in the Turkish Trade Registry Gazette (Ticaret Sicil Gazetesi), officially marking the company’s start.
Post-Registration Compliance after Company Formation in Turkey
Registration with the Trade Registry is a major milestone, but a few critical steps remain to make your company fully operational.
Tax Office and Social Security Registration
The Trade Registry automatically informs the relevant authorities, but you must complete the final steps:
- Tax Office Registration: The tax office will assign the official Tax ID Number (TIN) to the company and a tax officer may visit your registered address for an inspection to verify the company’s existence and address.
- Social Security Institution (SGK): Registration with the SGK is mandatory for hiring employees, and the company director (if a partner) must register for the social security scheme (BAĞKUR).
Opening a Corporate Bank Account
You must convert the temporary blocked account (for JSCs) or open a permanent corporate bank account in the company’s name. This requires the company’s seal, tax ID, and signature circular (notarized document for authorized signatures). Note: The authorized signatory usually needs to be physically present in Turkey to open the bank account.
Essential Considerations for Foreign Investors Company Formation in Turkey
Turkey’s investment laws are highly favorable to international entrepreneurs.
100% Foreign Ownership
Under the Direct Foreign Investment Law (Law No. 4875), foreign investors can establish a company in Turkey with 100% foreign capital and ownership. There is no requirement to have a Turkish local partner for most business sectors, providing complete control over your operation.
Work Permit for Foreign Personnel
While a work permit or residency permit is not required to be a shareholder, any foreign director or shareholder who wishes to work for the company must apply for a work permit through the Ministry of Labor and Social Security. The company must often meet specific criteria, such as minimum capital or a minimum number of Turkish employees, to sponsor a foreign worker’s permit.
Corporate Tax Rate
Turkey offers a competitive corporate tax environment. The standard corporate tax rate is currently 25%. Understanding local tax obligations and potential incentives, such as those in Free Trade Zones, is essential for financial planning.
Don’t Go It Alone: The Value of Professional Assistance
While the Turkish government has simplified the company formation process, the necessity for documents to be drafted and processed in Turkish, coupled with dynamic regulatory changes, makes professional assistance invaluable.
Engaging a trusted local Certified Public Accountant (CPA) (Mali Müşavir) ensures all documents are correctly prepared, submitted on time, and comply with the latest Turkish Commercial Code and tax regulations. This expertise will save you time, prevent costly errors, and allow you to focus on what matters most: launching your business in one of the world’s most exciting markets.