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Company registration in Turkey runs through the trade registry directorates (ticaret sicili müdürlükleri), which the Ministry of Trade sets up inside the chambers of commerce and industry, and through MERSİS, the central registry system in which every application starts. Invest in Türkiye, the government’s investment office, states that registering a new company at a directorate is completed within the same day. The company exists from the moment of registration under Article 588 of the Turkish Commercial Code No. 6102 (TTK), and the registration is published in the Türkiye Ticaret Sicili Gazetesi, the Trade Registry Gazette.
Company formation in Turkey is open to foreigners on the same footing as Turkish citizens. Article 3 of the Foreign Direct Investment Law No. 4875 opens foreign direct investment to all and gives foreign investors equal treatment with domestic ones, unless an international agreement or a special law provides otherwise. For a foreign founder the real work lies before the registry appointment: Turkish tax numbers, translated and apostilled documents, and a power of attorney for anyone who will not attend in person.
Most founders choose between the two capital companies of the TTK. The limited şirket (Ltd. Şti.), often called the Turkish LLC, suits an owner-managed business. The anonim şirket (A.Ş.), the joint stock company, has a board of directors and transferable share certificates, and it is the form for a company that expects outside investors or plans to list.
| Point | Ltd. Şti. | A.Ş. |
|---|---|---|
| Statutory minimum capital | TRY 50,000 (Art. 580) | TRY 250,000, or TRY 500,000 initial capital in the registered capital system (Art. 332) |
| Payment before registration | None required; capital paid within 24 months | At least 25% of cash capital into a blocked bank account |
| Owners | 1 to 50 partners | One or more shareholders |
| Management | One or more managers (müdürler); at least one must be a partner | Board of directors of one or more members |
| Signing the articles | Before personnel authorised by the trade registry directorate (Art. 575) | Signatures notarised, or signed before the registry director or deputy (Art. 339) |
| Later share sales | Notarised agreement plus approval of the partners’ general assembly | Registered shares pass by endorsement and delivery of the certificate |
A foreign company that wants a presence without a Turkish subsidiary has two other routes. A branch (şube) is registered like a domestic business but is not a separate legal person, and Article 40 of the TTK requires a fully authorised commercial representative domiciled in Turkey to be appointed for it. A liaison office (irtibat bürosu) needs permission and may not carry on any commercial activity in Turkey (FDI Law Article 3(h)).
Presidential Decision No. 7887 of November 2023 raised the statutory minimums to TRY 50,000 for a Ltd. Şti. and TRY 250,000 for an A.Ş. Since the 2018 amendment of Article 585, a Ltd. Şti. pays no part of its capital before registration: the Bursa trade registry states that no capital is blocked and that the capital is due within 24 months unless the articles provide otherwise. An A.Ş. pays at least a quarter of its cash capital into a special account opened in its name at a Turkish bank, which releases the money only to the company once the registry confirms that it has acquired legal personality (Articles 344 and 345).
Capital can also be contributed in kind, such as equipment or intellectual property, but not services, goodwill or receivables not yet due, and the court at the company’s seat appoints experts to value it (Articles 342, 343 and 581).
The TTK sets no nationality or residence condition for partners or managers. One rule specific to the Ltd. Şti. shapes the structure: under Article 623 at least one partner must hold management authority and the power to represent the company. A sole owner is therefore also its manager, and a Ltd. Şti. run only by outside managers is not possible. A company may be a partner or a manager, and it then names the natural person who acts for it.
| Step | What happens | Basis |
|---|---|---|
| 1. Tax numbers and MERSİS entries | Foreign partners and managers obtain potential tax numbers; foreign persons and companies are entered in MERSİS | Invest in Türkiye; Bursa registry |
| 2. Name and application | The trade name is reserved and the founding application, including the articles, is prepared in MERSİS; an appointment is booked at the directorate | Bursa registry |
| 3. Signing | Founders or their proxy sign the Ltd. Şti. articles before authorised registry staff; the Bursa registry also accepts articles signed electronically | TTK Art. 575 |
| 4. Capital | A.Ş.: at least 25% of cash capital into the blocked account. Ltd. Şti.: nothing before registration | Arts. 344, 345, 585 |
| 5. Registration | Application signed by all managers; registration within 30 days of the signing; legal personality from registration | Arts. 586 to 588 |
| 6. Publication | Announcement in the Trade Registry Gazette, about 10 days after registration according to Invest in Türkiye | Art. 35 |
| 7. Tax office and SGK | The directorate notifies both ex officio; a tax officer visits the registered address and prepares a determination report | Invest in Türkiye |
| 8. Signature circular and books | Signature circular issued on the day of registration; journal, ledger, inventory, share ledger and minute books certified | Invest in Türkiye |
| 9. Foreign capital report | Investor, partner list and any subsidiaries entered in E-TUYS within one month of being authorised as a user | FDI Regulation Art. 5 |
Nobody should trade in the company’s name before step 5. Article 588 makes anyone who acts for the company before registration personally and jointly liable, unless the commitment was made expressly for the company being formed and the company accepts it within three months of registration.
| Item | Rule |
|---|---|
| Corporate tax | 25%, or 30% for banks and other financial institutions (Law No. 5520 Art. 32); a company with its legal seat in Turkey is taxed on its worldwide income (Art. 3) |
| Domestic minimum corporate tax | Not less than 10% of profit before deductions and exemptions (Art. 32/C), but not applied to a newly established company for its first three accounting periods |
| VAT (KDV) | 20% general rate, 10% and 1% for listed goods and services; the VAT Law sets no turnover threshold, so the first taxable sale counts |
| Dividends to non-residents | 15% withholding (Art. 30(3)), reduced only by a tax treaty; Turkey has about 90 |
| Annual return | From the 1st to the 25th day of the fourth month after the year end, with provisional tax paid during the year (Arts. 14, 32) |
| Beneficial owners | Confidential declaration to the Revenue Administration with the corporate tax returns, for natural persons holding more than 25% (General Communiqué No. 529) |
Turkey is outside the EU, so dividend relief comes only from the treaty with the shareholder’s country. The beneficial owner declaration is not public, but the partners of a Ltd. Şti. are, through the Trade Registry Gazette.
Anyone looking for secretarial services in Turkey should know that the TTK has no company secretary. A Ltd. Şti. has a general assembly of partners and one or more managers, and an auditor only once the audit thresholds apply: under Presidential Decision No. 6434, a company is audited when it exceeds two of TRY 500 million in total assets, TRY 1 billion in annual net sales and 150 employees in two consecutive years. What a secretary does elsewhere falls on the managers: they keep the certified books and the share ledger (Article 594), call the ordinary general assembly within three months of the year end (Article 617) and file every registrable change. A change left unfiled can be followed up by the registry director and fined under Article 33. A company with foreign partners completes its activity information form in E-TUYS by the end of May each year.
Under the International Labour Force Law No. 6735, a foreign partner who manages a Ltd. Şti., or a shareholder who sits on the board of an A.Ş., may work with an independent work permit (Article 10), and the work permit takes the place of a residence permit (Article 12). A board member of an A.Ş. who does not live in Turkey, and a partner who is not a manager, come under the work permit exemption, which also has to be applied for (Article 13). Directing the company from abroad needs no Turkish permit.
Because the government’s own investment office puts the registration itself at a single day, buying an existing company in Turkey is seldom a way to save time. It is chosen for an earlier registration date that anyone can verify in the Gazette, or for a company whose tax file and certified books already exist. The purchase has its own formalities, set out on our page on ready-made shelf companies in Turkey: a notarised transfer, general assembly approval and the buyer’s share of liability for any public debts from before the sale. A new company also starts with its full three-period window outside the minimum corporate tax, which an older one may have partly used.
We can form a new Ltd. Şti. or A.Ş., or supply a ready-made company instead. We prepare the formation documents, the MERSİS application and the registry filings, help prepare the bank application, and, where we have a working contact at a suitable bank, make an introduction; the bank alone decides. For how Turkish banks treat companies with foreign partners, see bank accounts for Turkish companies.
Invest in Türkiye states that registration at the trade registry directorate is completed within the same day, with the Trade Registry Gazette announcement about 10 days later. The TTK requires registration within 30 days of the signing of the articles. What varies is the preparation abroad: tax numbers, apostilled and translated documents and, where nobody will attend, a power of attorney.
Yes. Law No. 4875 treats foreign investors like Turkish ones, and the TTK has no residence rule for partners or managers. A foreign founder needs a Turkish tax number and can act through a proxy. In a Ltd. Şti. one partner must hold management authority, which a non-resident owner can do. A work permit is needed only by someone who will work in Turkey.
TRY 50,000 for a Ltd. Şti. and TRY 250,000 for an A.Ş., following Presidential Decision No. 7887. A Ltd. Şti. may register with its capital only subscribed and pay it within 24 months, while an A.Ş. pays a quarter of its cash capital first. Companies formed under the old minimums must raise their capital by 31 December 2027, the deadline as extended by the Ministry of Trade, or are deemed dissolved.
Yes, in three ways. It can be the shareholder of a Ltd. Şti. or A.Ş., filing its register extract, articles and a board resolution, apostilled or legalised by a Turkish consulate and translated into Turkish. It can register a branch, which needs a fully authorised commercial representative domiciled in Turkey. Or, if it will not trade, it can apply for a liaison office.
Under Article 35 of the TTK anyone may inspect the trade registry and the documents filed there, and obtain certified copies. Registrations are published in the Türkiye Ticaret Sicili Gazetesi, which shows the trade name, seat, capital, partners of a Ltd. Şti. and managers. A registration takes effect against third parties from the business day after its publication, under Article 36.
Yes. The articles must state the trade name and the place of the company’s seat, which determines the trade registry directorate it belongs to. After registration the directorate notifies the tax office, and a tax officer visits the company’s headquarters to prepare a determination report, so the address has to be one where the company can be found.
Weighing a Turkish Ltd. Şti. against an A.Ş.? Tell us who the partners and managers will be and which countries their documents come from, and we will set out what the formation needs, or which ready-made companies are available now. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.
More on Turkey: the Turkey overview, ready-made shelf companies in Turkey, bank accounts for Turkish companies, and our guide to off-the-shelf companies.