Legal framework
Law No. 4875 on Foreign Direct Investment provides for equal treatment of foreign and local investors. Foreign individuals and foreign legal entities may set up any company type regulated by the Turkish Commercial Code, or become shareholders in an existing Turkish company.
Limited company or joint stock company?
Foreign investors usually choose between a limited company (Ltd. Şti.) and a joint stock company (A.Ş.). Both can be formed with a single shareholder.
| Limited company | Joint stock company | |
|---|---|---|
| Minimum capital (from 1 January 2024) | TRY 50,000 | TRY 250,000 |
| Share transfer | Requires notarisation and a general assembly process | More flexible |
| Bringing in investors | More limited | Better suited |
| Structure | Simpler | More corporate |
The minimum capital amounts were set by Presidential Decree No. 7887. For non-public joint stock companies that adopt the registered capital system, the initial capital is at least TRY 500,000. Existing companies with capital below these amounts are deemed dissolved unless they increase it by 31 December 2026 (Turkish Commercial Code, Provisional Article 15).
Documents by type of shareholder
| Shareholder | Key documents |
|---|---|
| Foreign individual | Passport; its certified translation; Turkish tax number |
| Foreign company | Up-to-date proof of registration and activity (registry extract or certificate of good standing); document showing who may represent the company; resolution to become a shareholder in the Turkish company; Turkish tax number |
| Representative | Power of attorney, legalised and translated if issued abroad |
Step by step
- Structuring: company type, capital, shareholdings and management are decided. For a subsidiary, intra-group pricing and profit repatriation should be considered at this stage.
- Documents: foreign documents are obtained, apostilled or legalised, and translated.
- Tax number: a Turkish tax number is obtained for each foreign individual or corporate shareholder.
- Articles of association: trade name, business purpose, capital, shareholders and management are set out.
- MERSİS and registration: the application is made through MERSİS (Central Registry System), the company is registered with the trade registry office and announced in the Trade Registry Gazette.
- Capital and competition authority fee: in a joint stock company at least one quarter of the cash capital is paid before registration. 0.04% of the share capital is paid as the competition authority fee to the chamber of commerce.
- Tax registration and digital set-up: the company is registered with the tax office and e-notification, e-invoice and e-ledger obligations are activated.
Representation and signatory authority
A foreign corporate shareholder may appoint an individual to represent it in the company's management. A specimen signature declaration is prepared for the persons authorised to represent the company in Turkey. Whether managers and representatives will actually be present in Turkey should be planned from the start, as it affects banking, e-signatures and official correspondence.
The foreign shareholder does not have to attend in person: the steps can be carried out by a representative in Turkey under a duly issued power of attorney. A power of attorney issued abroad needs an apostille or consular legalisation and a translation.
Obligations after incorporation
- Monthly and quarterly tax returns
- e-ledger and e-invoice obligations
- Payroll and social security (SGK) filings if staff are employed; work permits for foreign employees
- Annual corporate tax return and financial statements
- Taxation of payments to shareholders and of profit distributions (15% dividend withholding, subject to tax treaties)
- Transfer pricing documentation for transactions with group companies
- Periodic reporting on foreign capital
For costs, see company setup costs in Turkey; for taxes, see taxes for foreign company owners.