A company formation lawyer in Turkey structures and registers a foreign-owned LLC or JSC under Turkish Commercial Code No. 6102, often by power of attorney. The work begins before any form is filed: with the choice of entity, the drafting of the Articles of Association, and a question most foreign founders never think to ask, which is what their personal exposure will look like on the day the company owes money to the state.
Foreign investors comparing providers usually ask what a company formation lawyer in Turkey actually does that a registration agent does not. A registration agent completes the filing; a lawyer decides what the filing commits you to. The Trade Registry will accept almost any Articles of Association that meets the statutory minimum, and that is precisely why the statutory minimum is not a safe standard. Share transfer restrictions, manager authority, deadlock rules and capital payment terms are all fixed at incorporation, and each one becomes harder to change once a second shareholder, a lender or an acquirer is at the table.
The next question tends to be which structure protects a foreign shareholder more, a limited liability company or a joint stock company. For public debts, the joint stock company does, because Turkish limited liability carries an unlimited footnote. Under Article 35 of Law No. 6183 on the Collection Procedure of Public Receivables, LLC shareholders answer for tax and other public receivables that cannot be collected from the company, in proportion to their capital shares; shareholders of a joint stock company who hold no management role carry no equivalent exposure. (The word “limited” appears in the name of only one of the two entities, and it is not the one that limits this particular risk.)
Timing is the third question: when should a foreign investor bring in Turkish counsel? Before the entity type, the capital figure or the shareholder list is written down anywhere. The decisions that take the least time at registration are the ones that take the longest to undo. Converting an LLC into a JSC, reallocating shares after a founder leaves, or rewriting who may sign for the company each requires a registry process of its own, and none of them works retroactively.
Then comes the practical one: how long does it take to set up a company in Turkey from abroad? With complete documentation, the Trade Registry Office (Ticaret Sicili Müdürlüğü) typically registers the company within 5 to 10 business days, and the founder does not need to travel. An apostilled power of attorney allows counsel to sign, file and register on the investor’s behalf; the additional time in a remote formation sits in the home country, in notarisation, apostille and sworn translation, which usually adds one to two weeks.
Under Foreign Direct Investment Law No. 4875, a foreign investor may own 100% of a Turkish company in nearly every sector. Our Istanbul-based company formation lawyers work with foreign individuals, family offices and overseas parent companies on that basis, from the first structuring call to the day the company can invoice, employ and bank.
⚖️ Why Does Company Formation in Turkey Require a Lawyer and Not Just a Registration Service?
Company formation in Turkey requires a lawyer because the registration is only the visible part of the transaction. Turkey is a civil-law jurisdiction in which a corporate document means what its text says, not what the parties intended, and the Articles of Association are the text every court, bank and tax office will read for the life of the company.
Most incorporation services work from the standard templates generated through MERSIS, the Central Registration System. Those templates are built to be accepted by the registry, not to protect a foreign shareholder. They say nothing about what happens if two equal partners disagree, whether a departing founder must sell back his shares, or how a future investor may enter without triggering pre-emption disputes. The registry does not ask these questions. It is not its job.
A licensed Turkish lawyer (avukat, registered with a Turkish bar) is the only adviser who can interpret what each clause commits the investor to and then stand behind that interpretation when it is tested: in a shareholder dispute, a tax audit, or an enforcement action by a creditor. That is the practical line between a filing service and legal counsel. One produces a registered company. The other produces a company that holds its shape under pressure.
Three decisions made at formation tend to surface years later. The first is the choice of entity, which fixes both the liability profile and the exit route. The second is the manager or board structure, which determines who can bind the company and who carries personal exposure for its public debts. The third is the capital payment schedule, which affects creditor protection, voting rights in some structures, and the company’s credibility with Turkish banks. Sophisticated investors often ask whether a template can simply be amended later; it can, but every amendment requires a shareholder resolution and a new registry filing, and amendments that affect minority rights can be contested.
Legal representation at formation is as much about prevention as execution. For the protective tools that insulate a Turkish entity against ownership disputes, regulatory pressure and internal deadlock, see our guide to the Company Formation Risk Shield in Turkey.
⚖️ Which Company Structure Is Right for Foreign Investors in Turkey?
For most foreign investors, the right structure in Turkey is either a Limited Liability Company (Limited Şirket, LTD. ŞTİ.) or a Joint Stock Company (Anonim Şirket, A.Ş.), with branch and liaison offices reserved for parent companies that do not want a separate Turkish entity. The choice turns on four variables: capital, governance, liability for public debts, and how the investor expects to exit.
- Limited Liability Company (LLC / LTD. ŞTİ.): The most common vehicle for foreign-owned SMEs, single-founder companies and operating subsidiaries. Minimum capital 50,000 TL since 1 January 2024, with no pre-registration deposit. Governance runs through one or more managers (müdür). Shares transfer only by a written agreement with notarised signatures and, unless the Articles of Association provide otherwise, approval of the general assembly.
- Joint Stock Company (JSC / A.Ş.): Suited to ventures expecting outside investors, share classes, or a later sale. Minimum capital 250,000 TL since 1 January 2024, with at least 25% of cash capital paid before registration. Governance runs through a board of directors, which may consist of a single member.
- Branch Office: A registered extension of the foreign parent rather than a separate legal person. No statutory minimum capital under the Turkish Commercial Code, but the parent is directly liable for the branch’s obligations.
- Liaison Office: Permitted for market research, representation and coordination only, with approval from the Ministry of Industry and Technology (Sanayi ve Teknoloji Bakanlığı). A liaison office may not generate revenue in Turkey.
| Company Type | Minimum Capital | Paid Before Registration | Min. Shareholders | Shareholder Exposure to Uncollected Public Debts | Suited To |
|---|---|---|---|---|---|
| LLC / LTD. ŞTİ. | 50,000 TL | None required | 1 | Pro rata to capital share (Law No. 6183, Art. 35) | SMEs, single-founder companies, operating subsidiaries |
| JSC / A.Ş. | 250,000 TL | At least 25% of cash capital | 1 | None for shareholders without a management role | Investor-backed ventures, share classes, planned exits |
| Branch Office | No statutory minimum | N/A | N/A | Foreign parent liable directly | Parent companies entering without a subsidiary |
| Liaison Office | No statutory minimum | N/A | N/A | Not applicable (no commercial activity) | Non-commercial market research and representation |
Capital figures reflect Presidential Decree No. 7887 (Official Gazette No. 32380, 25 November 2023), in force from 1 January 2024. A non-public JSC that adopts the registered capital system (kayıtlı sermaye sistemi) needs an initial capital of at least 500,000 TL.
The LLC wins on cost and simplicity, and for a single foreign founder running an operating business it is usually the rational choice. The JSC wins on transferability and on the separation between owning shares and carrying public-debt exposure, which matters more than most founders expect once the company has employees, VAT filings and a tax history. Neither is universally better; each is better at something specific. Our side-by-side analysis of Limited vs Joint Stock Company in Turkey sets out the tax, governance and exit consequences in detail.
Structure also shapes what happens after formation. A JSC with a professional board needs board resolutions, a share ledger and, above certain thresholds, an independent audit; an LLC with a single manager needs far less. Choosing the lighter structure is sensible only if the business will stay light. The ongoing obligations that follow each choice are covered on our Corporate Governance Lawyer in Turkey page.
⚖️ Can a Foreigner Open a Company in Turkey Without a Turkish Partner?
Yes. A foreigner can open a company in Turkey without a Turkish partner, and the company can be 100% foreign-owned from the first day. Article 3 of Foreign Direct Investment Law No. 4875 gives foreign investors the same treatment as Turkish nationals in establishing companies, and a single foreign individual or a single overseas company may be the only shareholder of an LLC or a JSC.
The belief that a Turkish partner is required is one of the most persistent myths in this market, and it is expensive. Founders who add a nominal local shareholder “for compliance” create a co-owner with statutory rights to information, dividends and, in an LLC, a say over share transfers. Removing that shareholder later requires his cooperation or a court. (We see this more often than any other avoidable formation error, usually two or three years after incorporation, when the business has become worth arguing over.)
Managers and board members may also be foreign nationals. What they need depends on what they do: a foreign shareholder who does not work in Turkey needs no work permit, while a foreign manager who will actually work in Turkey needs one under International Labour Force Law No. 6735. Planning which person holds signing authority, and where that person lives, is therefore a formation decision rather than an afterthought.
The real restrictions are sectoral, not general. Broadcasting, civil aviation, maritime cabotage, certain financial services and a small number of other regulated industries carry ownership caps or licensing conditions that apply whatever the company form. Our Foreign Investment Advisory practice screens the target sector before the entity is designed, so that the structure is not rebuilt after a regulator’s first letter.
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⚖️ How Company Formation Works in Turkey, Step by Step
Company formation in Turkey follows seven steps, from entity selection to social security registration, and a foreign-owned company with complete documents usually reaches registration within 5 to 10 business days. The sequence below reflects how our company formation lawyers run the process for clients who stay abroad throughout.
Step 1, Entity selection and legal assessment. The business model, shareholder profile, sector and exit plan are reviewed before any document is drafted. The output is a written recommendation on company type, capital amount, management structure and signing authority. Choosing between an LLC and a JSC at this step fixes the liability profile described in Article 35 of Law No. 6183 for the life of the company, unless the company is later converted.
Step 2, Power of attorney and foreign documents. A foreign founder who will not travel signs a power of attorney before a notary in the home country. The document is then certified by apostille under the 1961 Hague Apostille Convention or, for non-member states, legalised by the Turkish consulate, and translated into Turkish by a sworn translator in Turkey. The same chain applies to passports and, for corporate shareholders, to the parent company’s registry documents.
Step 3, Turkish tax number for each foreign shareholder. Every foreign individual or foreign company that will hold shares needs a Turkish tax identification number from a tax office (Vergi Dairesi) before the company can be filed. Counsel can obtain the number through the power of attorney. Filing without it stops the MERSIS application at the first screen.
Step 4, MERSIS application and Articles of Association. The trade name is checked and the application is opened through MERSIS (Merkezi Sicil Kayıt Sistemi), the Central Registration System run by the Ministry of Trade (Ticaret Bakanlığı). The Articles of Association are drafted in Turkish for the specific shareholder profile. For an LLC, drafting focus falls on transfer restrictions and manager authority; for a JSC, on share classes, board composition and, where relevant, the registered capital mechanism.
Step 5, Capital deposit where required. A JSC must pay at least 25% of its cash capital into a blocked account at a Turkish bank before registration, under Articles 344 and 345 of the Turkish Commercial Code; the blocked amount is released once registration is complete. For a JSC at the 250,000 TL minimum, the pre-registration deposit is therefore at least 62,500 TL. An LLC has no pre-registration deposit: since Law No. 7099 of 2018, LLC cash capital is payable within 24 months after registration.
Step 6, Signing and Trade Registry filing. For an LLC, founders or their attorney-in-fact sign the Articles of Association before an authorised officer of the Trade Registry Office under Article 585 of the Turkish Commercial Code as amended by Law No. 7099, which replaced the earlier notarial certification of signatures. The company acquires legal personality on registration and is announced in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi).
Step 7, Tax activation, bank account and social security. Registration is transmitted to the tax office, which typically inspects the registered address before activating the company’s tax record and issuing the tax plate (vergi levhası). An operating bank account is opened in the company’s name. If the company will employ staff, it registers as an employer with the Social Security Institution (Sosyal Güvenlik Kurumu, SGK) before the first employee starts work. Practical guidance on the banking step is set out in our guide to opening a bank account in Turkey.
A remote formation adds one to two weeks at Step 2, not at the registry. Delays inside Turkey almost always trace back to three causes: an apostille issued on the wrong document, a translation that does not match the passport spelling, or a registered address the tax inspector cannot verify.
⚖️ How Much Does It Cost to Open a Company in Turkey?
The cost of opening a company in Turkey consists of two separate things that are often quoted as one: the share capital, which stays in the company, and the formation expenses, which do not. Share capital is 50,000 TL for an LLC and 250,000 TL for a JSC; formation expenses cover notarisation, apostille, translation, registry and chamber fees, and professional work.
Share capital is not a fee. It is money the shareholders commit to their own company, and the company may use it for operations once it is paid in. An LLC founder at the 50,000 TL minimum pays nothing before registration and has 24 months to pay the full amount. A JSC founder at the 250,000 TL minimum pays at least 62,500 TL into a blocked account before registration and the remaining 187,500 TL within 24 months.
Formation expenses fall into five layers. Home-country layer: notary, apostille and courier. Translation layer: sworn Turkish translation of each foreign document. Registry layer: Trade Registry and chamber of commerce registration fees and the Trade Registry Gazette announcement. Tax layer: tax number applications and tax office activation. Professional layer: legal drafting, filing and, from the first month, a licensed accountant (Serbest Muhasebeci Mali Müşavir), who is required for bookkeeping in practice.
Official fees in Turkey are revalued annually, and quotes that bundle every layer into one number rarely show what they exclude. A reliable quote lists capital separately from fees and names each layer. When comparing offers, the useful question is not the total but which of the five layers each provider has left out.
⚖️ What Does Limited Liability Actually Cover in a Turkish Company?
Limited liability in a Turkish company covers the company’s private debts but not, for LLC shareholders, its uncollected public debts. Under Article 35 of Law No. 6183 on the Collection Procedure of Public Receivables (Amme Alacaklarının Tahsil Usulü Hakkında Kanun), LLC shareholders are liable for public receivables that cannot be collected from the company, in proportion to their capital shares.
Public receivables under Law No. 6183 include unpaid taxes, tax penalties and a range of other amounts owed to the state. The tax office must first establish that the receivable cannot be collected from the company’s own assets. Only then may it pursue LLC shareholders, and each shareholder answers up to the proportion of his capital share. A shareholder who acquires LLC shares also takes on this exposure for public debts that had fallen due and remained unpaid at the date of transfer.
Legal representatives face a separate and broader liability. Under Repeated Article 35 (mükerrer madde 35) of Law No. 6183, managers of an LLC and board members of a JSC who represent the company are liable from their personal assets for public receivables that cannot be collected from the company. Article 10 of Tax Procedure Law No. 213 (Vergi Usul Kanunu) adds a parallel liability for tax duties the legal representative failed to perform.
Article 35 and Repeated Article 35 of Law No. 6183 point in different directions for a foreign investor. A shareholder of a JSC who holds no board seat carries no exposure under Article 35 of Law No. 6183, while every shareholder of an LLC does. A foreign founder who also acts as manager or board member carries exposure under Repeated Article 35 whichever form is chosen. Separating ownership from signing authority is therefore a structuring tool, not a formality.
Public-debt exposure under Law No. 6183 can be managed but not drafted away: no clause in the Articles of Association overrides Law No. 6183. The protective measures available at formation, including the allocation of representative authority, internal directives on delegated management and monitoring of tax filings, are set out in our Company Formation Risk Shield in Turkey guide.
⚖️ What Documents Do I Need to Open a Company in Turkey as a Foreigner?
A foreign individual opening a company in Turkey needs a valid passport, a Turkish tax number, proof of address, photographs, and an apostilled power of attorney if forming remotely. Every foreign document must be notarised and apostilled (or consular-legalised) in the issuing country and translated into Turkish by a sworn translator.
For a foreign individual shareholder, the core file consists of five items. A passport copy certified in the home country and translated into Turkish. A Turkish tax identification number, obtainable through the power of attorney. Proof of residential address. Biometric photographs. An apostilled power of attorney that expressly covers the formation, the tax number application and bank dealings.
For a foreign company acting as shareholder, the file is heavier. The Turkish Trade Registry needs a current certificate of good standing or activity from the parent’s home registry, a board resolution approving the Turkish investment and naming the person who will represent the parent, and evidence of that person’s signing authority. Each document passes through the same apostille and sworn translation chain as an individual’s documents.
A power of attorney drafted too narrowly is the most common reason a remote formation stalls. A document that authorises “company registration” but not the tax number application or the bank account opening forces the founder to sign and apostille a second power of attorney, which adds one to two weeks. Counsel should prepare the power of attorney text in Turkish and English before the founder visits the notary.
⚖️ Minimum Capital Rules and the 31 December 2026 Adjustment Deadline
Turkish companies formed from 1 January 2024 must meet the minimum capital of 50,000 TL for an LLC and 250,000 TL for a JSC, set by Presidential Decree No. 7887. Companies registered before that date with capital below these thresholds must increase their capital by 31 December 2026 under provisional Article 15 of the Turkish Commercial Code, added by Law No. 7511.
The consequence of missing the 31 December 2026 deadline depends on the company. An LLC or JSC whose capital remains below the new minimum is deemed dissolved (infisah etmiş sayılır) and moves into liquidation. A non-public JSC in the registered capital system that fails to raise its initial and issued capital to 500,000 TL is not dissolved; it is deemed to have exited the registered capital system. The Ministry of Trade may extend the deadline by up to two one-year periods, and no extension had been published at the time of this update.
For a foreign investor forming a new company, the 2024 thresholds apply directly and the 2026 deadline does not. For a foreign investor acquiring an existing Turkish company, the deadline is an inherited obligation that belongs in the due diligence checklist and in the share purchase agreement.
This page covers capital requirements at formation only. The procedure for existing companies, including the simplified quorum rules for adjustment resolutions and the tax treatment of capital increases, is covered on our dedicated Turkish Company Capital Compliance 2026 page, which also tracks any extension the Ministry of Trade may publish.
⚖️ After Registration: Tax, Banking, Licences and Compliance
After registration, a Turkish company becomes operational only once its tax record is activated, a bank account is open and, where it hires staff, it is registered with the Social Security Institution (SGK). Registration creates the legal person; these three steps give it the ability to invoice, pay and employ.
Tax activation follows an inspection (yoklama) of the registered address by the tax office. The address need not be a fully fitted office, but it must be credible for the declared activity; a virtual office address may be accepted for some activities and questioned for others. The standard corporate income tax rate in Turkey is 25%, and the company’s monthly and quarterly filing calendar starts from activation, not from the first sale.
Bank account opening is a separate decision by the bank. Registration does not oblige any bank to accept the company. Turkish banks, supervised by the Banking Regulation and Supervision Agency (Bankacılık Düzenleme ve Denetleme Kurumu, BDDK), run their own know-your-customer review of shareholders, managers, source of funds and expected transactions, and some require the manager’s personal presence.
Regulated activities need their own permits. This page covers the formation of the company itself; sector licences such as tourism, food, health, energy or e-commerce permits are outside its scope and are addressed on our Business Formation and Licensing in Turkey page. Data protection obligations under Personal Data Protection Law No. 6698 (KVKK) apply to any company processing personal data.
Compliance does not end with activation. Annual general meetings, share ledger updates, capital payment tracking and changes in managers all require registry filings within fixed periods. Our Corporate Compliance Lawyer page sets out the post-formation calendar for foreign-owned companies, from the first ordinary general meeting onwards.
⚖️ Cross-Border Structures and Home-Country Reporting
A Turkish company owned from abroad sits inside two legal systems at once, and its Articles of Association must satisfy the documentary expectations of both. Foreign tax authorities, foreign banks and group auditors read the Turkish entity as part of the wider structure, and a Turkish document that answers only Turkish questions creates gaps abroad.
Four home-country issues recur in formation work. Double taxation treaty positioning, which affects withholding on dividends paid from Turkey. Controlled foreign company rules, under which some home jurisdictions tax Turkish profits before distribution. Beneficial ownership disclosure, which Turkish banks and foreign regulators both request. Group reporting, which may require specific governance language in the Turkish Articles of Association.
The Turkish side of the equation starts with a 25% standard corporate income tax rate and a dividend withholding regime that treaty relief may reduce. Whether a treaty applies depends on the shareholder’s residence and substance, not on the Turkish company’s form, so the shareholding vehicle is chosen before the Turkish entity is filed.
Our company formation lawyers coordinate with the investor’s home-country counsel and auditors so that the Turkish filings and the foreign reporting describe the same structure in the same terms. Where the Turkish entity is one link in a longer chain, that alignment is the part of formation that takes the longest to repair if it is skipped.
⚖️ Company Formation and Turkish Citizenship by Investment
Forming a company in Turkey does not by itself qualify an investor for Turkish citizenship. The citizenship by investment programme under Turkish Citizenship Law No. 5901 includes two business routes: a fixed capital investment of at least USD 500,000 confirmed by the Ministry of Industry and Technology, and the employment of at least 50 people confirmed by the Ministry of Labour and Social Security (Çalışma ve Sosyal Güvenlik Bakanlığı).
Both business routes require operational substance. Capitalising a Turkish company with USD 500,000 is not the same as a qualifying fixed capital investment; the Ministry of Industry and Technology examines the investment itself, not the balance on the share capital line. The employment route likewise requires real, registered employment that the Social Security Institution records show.
An investor pursuing citizenship through a company should design the company around the eligibility test from the start, because the two sets of rules do not always move in the same direction. The full framework is set out on our Turkish Citizenship Law Firm page.
⚖️ Why Choose Oznur & Partners as Your Company Formation Partner
Oznur & Partners is an Istanbul-based law firm that forms and maintains Turkish companies for foreign investors, with remote formation by power of attorney as its standard method. The firm is an Exclusive Contributor to Legal 500 EMEA for Corporate Immigration and the exclusive Turkey representative in Chambers & Partners 2026 for Corporate Immigration, the practice that handles work permits and residence for the foreign managers of the companies we form.
Clients work directly with the lawyer handling the file. That lawyer drafts the Articles of Association, prepares the power of attorney text, runs the MERSIS filing and stays on the file after registration, when the same client returns for capital increases, share transfers, manager changes and restructuring.
Formation is connected to the rest of a foreign investor’s legal needs in Turkey: residence and work permits for managers, real estate for the company’s premises, and dispute resolution when a partnership breaks down. For an overview of our work for foreign clients across these areas, see our Legal Solutions in Turkey page.
⚖️ Related Legal Resources
🔹 Before Formation
- Limited vs Joint Stock Company in Turkey: LLC and JSC compared on capital (50,000 TL vs 250,000 TL), public-debt exposure under Law No. 6183, governance, share transfers and exit.
- Company Formation Risk Shield in Turkey: Shareholder agreement design, allocation of representative authority under Repeated Article 35 of Law No. 6183, and deadlock controls agreed before registration.
- Foreign Investment Advisory: Sector screening and structuring under Foreign Direct Investment Law No. 4875, including ownership caps in regulated industries.
🔹 After Formation
- Opening a Bank Account in Turkey: Bank selection and the know-your-customer review applied to foreign-owned companies under BDDK supervision.
- Business Formation and Licensing in Turkey: Sector permits that a registered company needs before carrying out regulated activities.
- Corporate Compliance Lawyer: The post-formation calendar of general meetings, registry filings and tax obligations for foreign-owned companies.
- Turkish Company Capital Compliance 2026: Capital increases required by 31 December 2026 under provisional Article 15 of the Turkish Commercial Code.
🔹 Investor Pathways
- Turkish Citizenship Law Firm: Citizenship routes linked to a company, including USD 500,000 fixed capital investment and employment of 50 people.
- Turkish Investment Lawyer in Istanbul: Investment structuring and capital deployment for foreign investors entering Turkey.
Schedule a Legal Consultation
Whether you are forming your first Turkish company from abroad, choosing between an LLC and a JSC, or setting up a subsidiary for an overseas parent, our Istanbul-based Company Formation Lawyers can map the structure and the registration timeline with you.
A Turkish company is registered in days and lived in for years. What the registry records in a week (who owns it, who signs for it, what “limited” really limits) is what every bank, tax office and future buyer will read long after the formation fee is forgotten. The founders who get this right are rarely the ones who moved fastest; they are the ones who asked the unasked question before the first signature.