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A ready-made shelf company in Turkey is a limited şirket (Ltd. Şti.), or less often an anonim şirket (A.Ş.), that is already entered in the trade registry, has never traded, and is held by its founder until a buyer takes over the shares. In Turkish it is a hazır şirket, a ready company; in English it is also sold as an off the shelf company in Turkey. Nothing is incorporated for the buyer. The purchase moves the shares of an existing legal person, which keeps its registration date, its trade registry and MERSİS numbers and its tax identification number, and keeps its trade name until the new owners change it.
| What the şirket already has | What a buyer should know |
|---|---|
| A registration date announced in the Türkiye Ticaret Sicili Gazetesi | Anyone may inspect the trade registry file and obtain certified copies (Commercial Code Art. 35) |
| Trade registry, MERSİS and tax numbers | They identify the company itself, so a change of owners leaves them unchanged |
| Articles of association (şirket sözleşmesi) | They may restrict or prohibit share transfers and may change the default approval rule |
| Registered share capital | At least TRY 50,000 for a Ltd. Şti. today; one formed under the old TRY 10,000 minimum must raise its capital by 31 December 2027 or is deemed dissolved |
| Capital that may still be unpaid | A Ltd. Şti. can register with capital only subscribed and pay within 24 months |
| Certified books and a share ledger (pay defteri) | The ledger should show the seller as partner and match the registry |
| A tax file at its tax office | Every return since registration, and any unpaid public debt, stays with the company |
A şirket purchase in Turkey is a transfer of shares, not a new registration, and for a Ltd. Şti. the Turkish Commercial Code No. 6102 (TTK) prescribes each step.
| Step | What the law requires | Basis |
|---|---|---|
| 1. Read the articles | Any prohibition, pre-emption right or other limit on transfer, and the terms for paying capital | TTK Arts. 577, 595(4) |
| 2. Transfer agreement | In writing, with the signatures of seller and buyer certified by a notary | Art. 595(1) |
| 3. General assembly approval | Required unless the articles say otherwise; the transfer becomes valid only with it; deemed given if not refused within three months of the application | Art. 595(2), (7) |
| 4. Share ledger | The buyer is entered as partner | Art. 594 |
| 5. Trade registry | The managers apply to register the transfer; if they have not applied within 30 days, the seller may apply to have their name removed | Art. 598 |
| 6. Sole partner | A single partner’s name, residence and citizenship are registered and announced within seven days | Art. 574(2) |
| 7. Managers | The general assembly appoints and removes them; at least one partner must hold management and representation authority | Arts. 616, 623 |
| 8. Foreign investor report | A company that becomes foreign-owned through the transfer enters its investor, partner list and subsidiaries in E-TUYS within one month | FDI Regulation Art. 5(c) |
| 9. Beneficial owners | The new owners go into the company’s confidential declaration to the Revenue Administration | General Communiqué No. 529 |
Two points set Turkey apart from most countries where shelf companies are sold. The notary appointment does not complete the deal: until the general assembly approves the transfer it has no effect, so the buyer should not sign contracts in the company’s name on the strength of the notarised agreement alone. And because a partner must always hold management authority, the general assembly that approves the transfer is also the moment to appoint the buyer, or one of several buyers, as müdür and to remove the seller’s manager. A buyer who will not come to Turkey can act through a proxy under a power of attorney; documents issued abroad are apostilled, or legalised by a Turkish consulate, and translated into Turkish with a notary’s certification.
Shares in an anonim şirket change hands differently. Registered shares are freely transferable unless the law or the articles restrict them, and they pass by endorsing the share certificate and handing it over (Article 490); the buyer counts as a shareholder towards the company once entered in its share ledger (Article 499). Bearer shares pass by delivery, but the transfer has effect towards the company and third parties only once the buyer notifies the Central Registry Agency, the MKK (Article 489). No notary is needed for either. A sole shareholder’s name, residence and citizenship are registered and announced (Article 338). In either form, a buyer that is a company or other enterprise and whose holding reaches or falls below 5%, 10%, 20%, 25%, 33%, 50%, 67% or 100% notifies the company within ten days, and the notice is registered and announced (Article 198). Registered shares not yet fully paid up can be transferred only with the company’s approval (Article 491).
| Check | Where |
|---|---|
| Registration date, trade name, seat, capital, partners and managers | The trade registry file and every Gazette announcement since formation |
| Transfer limits, capital payment terms, management rules | The registered articles and all amendments |
| Who is recorded as partner | The share ledger, which should match the registry |
| Returns filed and any unpaid tax | The company’s tax office file, through its current manager |
| Any social security registration or debt | The Social Security Institution (SGK) record |
| Capital at or above the current minimum, and how much is paid | The articles and the bank records of any payment |
| Earlier foreign ownership | The E-TUYS record, if a foreign investor has ever held shares |
Every change after the sale goes through the partners. Amending the articles, for example to give the company a new trade name, takes a resolution of partners representing two thirds of the capital unless the articles set another majority, and each amendment is registered and announced (Article 589). Moving the seat, changing the business activity or increasing the capital needs two thirds of the votes represented together with an absolute majority of the capital with voting rights (Article 621). Appointing and removing managers belongs to the general assembly alone (Article 616). A foreign partner-manager who will live and work in Turkey also needs a work permit; the rules are on our page on company formation in Turkey.
A Ltd. Şti. does not block any capital at a bank before registration, so a shelf Ltd. Şti. may hold no account at all. An A.Ş. paid at least a quarter of its cash capital into an account opened in its name, which the bank released to the company after registration. Where a ready-made company does have an account, the account belongs to the company and stays with it through the transfer, but the bank re-checks the new partners and managers and may keep the account, ask for more documents or close it. Turkish bank policies weigh on this: Kuveyt Türk states that companies with foreign partners or a foreign address open accounts at its branches, and Garanti BBVA’s digital corporate route, which avoids a branch visit, requires every partner to be a natural person. More on bank accounts for Turkish companies, and on buying shelf companies with bank accounts in general.
The reason to buy rather than form is the history on the record. A ready company in Turkey carries an earlier registration date that a counterparty or bank can check in the Gazette, and it cannot be backdated, because the Gazette published the real date when the company was formed. Its registrations are already in place: the trade registry entry, the tax file opened after registration, the certified books and the signature circular. For a buyer who wants to see a finished company, articles and all, before committing, that can be worth having.
It brings nothing where speed is the only aim. Invest in Türkiye states that a new company is registered at the directorate within the same day, while a Ltd. Şti. purchase still needs a notary, a general assembly and a registry filing. A company that never traded has no turnover, contracts or references to show. And buying an operating Turkish business is a different exercise from buying a shelf company: the share transfer rules are the same, but the buyer inherits real contracts, staff and tax history, and the joint liability for earlier public debts makes a full review of the books essential.
We can supply a ready-made Turkish company or form a new one. We prepare the transfer documents 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.
Yes. Law No. 4875 opens Turkey to foreign direct investment and gives foreign investors the same treatment as Turkish ones, and Invest in Türkiye confirms that the conditions for transferring shares are the same for both. A foreign buyer needs a Turkish tax number, can take all the shares and, in a Ltd. Şti., takes management authority if no other partner holds it. The company then reports its new investor in E-TUYS within one month.
Yes. The tax identification number, the trade registry number and the MERSİS number belong to the company as a legal person, and a share transfer does not create a new one. What changes is who stands behind it: the partners in the registry and the share ledger, the managers, and the beneficial owners in the confidential declaration the company makes to the Revenue Administration.
No. The notary certifies the signatures on the written agreement, but under Article 595 of the TTK the transfer becomes valid only when the partners’ general assembly approves it, unless the articles say otherwise. The managers then apply to the trade registry to register it. Until both steps are done, the seller remains the partner on record.
Yes. A new trade name is an amendment of the articles, which partners representing two thirds of the capital can resolve unless the articles set another majority. The amendment is registered with the trade registry and announced in the Trade Registry Gazette, and under Article 36 it takes effect against third parties from the business day after the announcement.
The law sets the outer limits rather than a processing time. The general assembly is deemed to approve a transfer it has not refused within three months of the application, and the managers are expected to apply for registration within 30 days, after which the seller may act. In practice the pace depends on the notary appointment, the buyer’s documents and tax number, and the registry.
No. A shelf company has never traded, so the buyer takes over a company that has its registrations and nothing else. Buying a business means taking over a company with customers, contracts, staff and a tax history. The legal route is the same share transfer, but the review of what comes with it is much heavier, since a Ltd. Şti. buyer shares liability for earlier public debts.
Looking for a Turkish company that already exists? Ask us which ready-made Ltd. Şti. and A.Ş. companies are available now and what the transfer would need for your partners and managers. Contact us, or write on Telegram or WhatsApp at +48 663 247 166.
More on Turkey: the Turkey overview, company formation in Turkey, bank accounts for Turkish companies, and our guide to off-the-shelf companies.