Turkey has become one of the most attractive destinations in the world for foreign entrepreneurs and international investors seeking to establish a commercial presence in a strategically located, economically dynamic country. Situated at the crossroads of Europe and Asia, Turkey offers unparalleled access to markets spanning the European Union, the Middle East, Central Asia, and North Africa. The Turkish government actively encourages foreign direct investment through a liberal legal framework, competitive tax incentives, and a streamlined company registration process that treats foreign and domestic investors on equal footing.
The legal foundation for company formation in Turkey is the Turkish Commercial Code No. 6102 (Turk Ticaret Kanunu, commonly abbreviated as TTK), which entered into force on 1 July 2012 and has been amended multiple times since then to align Turkish commercial law with European Union standards and contemporary international business practices. This comprehensive legislation governs the establishment, operation, governance, and dissolution of all types of commercial enterprises in Turkey, from sole proprietorships to multinational joint stock companies.
Foreign Direct Investment Law No. 4875 (Dogrudan Yabanci Yatirimlar Kanunu) is the other critical piece of legislation that foreign investors must understand. Enacted in 2003, this law abolished the prior requirement for government screening and approval of foreign investments, establishing the principle of equal treatment between foreign and domestic investors. Under this law, foreign nationals and foreign-registered companies can own 100% of the shares in any Turkish company, with no requirement to have a Turkish partner, shareholder, or director. The full text of this law is available on the Official Gazette (mevzuat.gov.tr).
This article provides a comprehensive, step-by-step guide to establishing a company in Turkey as a foreign investor in 2026. It covers every aspect of the process, from choosing the right corporate structure and preparing the necessary documents to navigating the MERSIS electronic registration system, completing trade registry formalities, opening a corporate bank account, obtaining tax identification, securing work permits, and understanding ongoing compliance obligations. Whether you are an individual entrepreneur looking to open a small business or a multinational corporation planning a significant capital investment, this guide will equip you with the legal knowledge necessary to make informed decisions about your Turkish business venture.
Legal Framework Governing Foreign Investment in Turkey
The Turkish legal system provides a robust and transparent framework for foreign investment that ranks among the most liberal in the developing world. The cornerstone of this framework is Foreign Direct Investment Law No. 4875, which replaced the earlier Foreign Capital Framework Decree and fundamentally transformed Turkey's approach to foreign investment. Under this law, foreign investors enjoy the same rights and obligations as Turkish investors, with no distinction made on the basis of nationality in terms of corporate governance, taxation, or commercial activities.
One of the most significant features of Law No. 4875 is the elimination of the prior approval requirement. Before 2003, foreign investors needed to obtain authorization from the Treasury before establishing a company or making a capital investment in Turkey. This requirement was abolished entirely, and foreign investors can now establish companies, acquire shares in existing companies, open branch offices, and engage in any lawful commercial activity without obtaining prior government permission. The only requirement is that the investment must be reported to the Ministry of Industry and Technology after establishment for statistical purposes.
The Turkish Commercial Code No. 6102 provides the detailed rules governing corporate formation and governance. This law was drafted with extensive reference to Swiss, German, and European Union commercial law, making it familiar to investors from Continental European legal traditions. The TTK establishes the legal requirements for each type of commercial entity, including the articles of association, minimum capital, shareholder rights, board composition, audit requirements, and dissolution procedures. The full text of TTK 6102 can be accessed through the Turkish legislation database (mevzuat.gov.tr).
Turkey has also entered into bilateral investment treaties with over 80 countries, providing additional protections against expropriation, discriminatory treatment, and restrictions on the transfer of profits abroad. These treaties, combined with Turkey's membership in international organizations such as the OECD, the G20, and the World Trade Organization, create a multilayered system of legal protections for foreign investors that significantly reduces investment risk.
Types of Companies Available to Foreign Investors
Turkish commercial law recognizes several types of business entities, but two structures dominate the landscape for foreign investors: the Limited Liability Company (Limited Sirketi, abbreviated as Ltd. Sti.) and the Joint Stock Company (Anonim Sirketi, abbreviated as A.S.). Each structure has distinct characteristics, advantages, and regulatory requirements that make it suitable for different types of business activities and investment scales.
The Limited Liability Company (Ltd. Sti.) is by far the most popular corporate structure for foreign investors establishing small to medium-sized businesses in Turkey. Under TTK 6102, an LLC can be established with a single shareholder (up to a maximum of 50 shareholders), making it ideal for individual entrepreneurs and small business ventures. The minimum capital requirement is 50,000 Turkish Lira, and there is no requirement to deposit the full amount at the time of incorporation. Instead, 25% of the subscribed capital must be paid before registration, and the remaining 75% must be paid within 24 months of the company's registration. The LLC offers limited liability protection, meaning that shareholders are liable for the company's debts only up to the amount of their capital contributions.
The Joint Stock Company (A.S.) is the preferred structure for larger investments, publicly traded companies, and businesses operating in regulated sectors such as banking, insurance, and capital markets. The minimum capital requirement for a standard JSC is 250,000 Turkish Lira, while companies subject to registered capital system (kayitli sermaye sistemi) must have a minimum registered capital of 500,000 Turkish Lira. A JSC can be established with a single shareholder, and there is no upper limit on the number of shareholders. The JSC structure is required for companies that intend to offer shares to the public or list on the Istanbul Stock Exchange (Borsa Istanbul).
Beyond the LLC and JSC, foreign investors may also consider establishing a branch office (sube) or a liaison office (irtibat burosu) in Turkey, depending on their specific business objectives. A branch office is a direct extension of the foreign parent company and can engage in all commercial activities that the parent company is authorized to conduct. A liaison office, by contrast, is restricted to non-commercial activities such as market research, business promotion, and coordination between the parent company and Turkish counterparts. Each of these structures has different tax implications, reporting requirements, and operational restrictions that must be carefully evaluated before making a decision.
The choice between an LLC and a JSC depends on several factors, including the scale of the planned investment, the nature of the business activity, the number of anticipated shareholders, the desire for public trading of shares, and the regulatory requirements of the specific industry. For most foreign investors entering the Turkish market for the first time, the LLC structure offers the best combination of simplicity, flexibility, and cost-effectiveness. Investors planning larger operations or those in regulated industries should consider the JSC structure from the outset to avoid the complexity and expense of converting from an LLC to a JSC at a later stage.
Capital Requirements and Payment Schedule
Understanding the capital requirements for Turkish companies is essential for proper financial planning and compliance. The Turkish Commercial Code establishes different minimum capital thresholds for each type of company, and these requirements must be carefully observed to avoid delays in registration or potential legal complications down the line.
For a Limited Liability Company, the minimum capital is 50,000 Turkish Lira. This amount represents the total subscribed capital stated in the articles of association. At the time of registration, shareholders must deposit at least 25% of the subscribed capital (i.e., a minimum of 12,500 Turkish Lira) into a blocked bank account opened in the name of the company-in-formation at a Turkish bank. The remaining 75% must be paid within 24 months of the company's registration in the Trade Registry. If shareholders fail to pay their remaining capital contributions within this period, the company's board of managers may initiate legal proceedings to collect the unpaid amounts.
For a Joint Stock Company, the minimum capital is 250,000 Turkish Lira under the standard capital system. Companies that adopt the registered capital system must have a minimum initial capital of 500,000 Turkish Lira. As with the LLC, 25% of the subscribed capital must be deposited before registration, with the remainder payable within 24 months. In-kind contributions (such as real estate, machinery, intellectual property rights, or other non-cash assets) are permitted for both LLCs and JSCs, but they must be valued by a court-appointed expert, and the valuation report must be approved by the competent commercial court before the articles of association can be finalized.
It is important to note that the minimum capital requirements set by the TTK represent absolute minimums. In practice, the actual capital of a company should reflect the scale of its planned operations and be sufficient to cover initial operating expenses, meet contractual obligations, and satisfy any sector-specific capital requirements. For example, companies operating in certain regulated industries (such as tourism, construction, or logistics) may be required to maintain higher capital levels as a condition of their operating licenses. Foreign investors should also consider that an adequately capitalized company will find it easier to obtain credit from Turkish banks, secure government contracts, and build credibility with Turkish business partners.
Foreign investors should be aware that capital contributions can be made in both Turkish Lira and foreign currencies. When capital is contributed in a foreign currency, the exchange rate at the time of the contribution is used to determine the Turkish Lira equivalent. The Capital Movements Circular issued by the Central Bank of Turkey governs the procedures for bringing foreign capital into the country and reporting these transfers to the relevant authorities.
The MERSIS System and Electronic Pre-Application
The Merkezi Sicil Kayit Sistemi (MERSIS), or Central Registry System, is the Turkish government's electronic platform for commercial registry transactions. Since its full implementation, all company registration applications in Turkey must be initiated through MERSIS before any physical documents are submitted to the Trade Registry Office. Understanding how to navigate this system is a critical first step in the company formation process.
MERSIS serves as a centralized database for all commercial entities registered in Turkey. Every company receives a unique MERSIS number upon registration, which serves as its primary identifier for all subsequent commercial registry transactions, including amendments to the articles of association, changes in shareholders or directors, capital increases, mergers, and dissolution proceedings. The system is accessible online at the MERSIS portal, and all applications must be submitted electronically through this platform.
The MERSIS pre-application process involves entering the proposed company's details into the system, including the company name, type (LLC or JSC), registered address, capital amount, shareholder information, and the text of the articles of association. The system automatically checks the proposed company name against existing registrations to ensure uniqueness. If the proposed name is already in use or is too similar to an existing company name, the system will reject the application and require the applicant to choose a different name.
Once the MERSIS pre-application is completed and the unique company name is reserved, the applicant receives a confirmation number that must be presented to the Trade Registry Office along with the physical application documents. The MERSIS reservation is valid for a limited period, and the physical application must be submitted within this timeframe to avoid having to restart the process. Foreign investors who are not physically present in Turkey can authorize a legal representative to complete the MERSIS application on their behalf through a notarized power of attorney.
Preparing the Articles of Association
The articles of association (esas sozlesme for JSCs, or sirket sozlesmesi for LLCs) are the foundational legal document of any Turkish company. This document establishes the company's legal identity, defines its purpose and scope of activities, sets out the rights and obligations of shareholders, determines the management structure, and specifies the rules governing the company's internal operations. The articles of association must comply with the mandatory provisions of the Turkish Commercial Code, and any provisions that conflict with the TTK will be deemed null and void.
For a Limited Liability Company, the articles of association must include the following mandatory elements: the trade name of the company (which must include the designation "Limited Sirketi" or its abbreviation "Ltd. Sti."); the registered address and headquarters location; the company's field of activity described in sufficient detail; the amount of the subscribed capital and the value of each shareholder's contribution; the names, nationalities, and addresses of the founding shareholders; the rules governing the appointment, removal, and powers of the board of managers; the procedures for shareholder meetings and voting; and the rules for profit distribution and reserve fund allocation.
For a Joint Stock Company, the articles of association must additionally specify the par value and number of shares, the classes of shares (if any), the composition and powers of the board of directors, the appointment and duties of the statutory auditor, and the rules governing general assembly meetings. JSCs that adopt the registered capital system must also specify the authorized capital ceiling and the board of directors' authority to issue new shares within this ceiling.
The articles of association must be prepared in Turkish and signed by all founding shareholders before a Turkish notary public. If any of the founding shareholders are foreign nationals who do not speak Turkish, a sworn translator must be present at the notarization to translate the document and the notary's explanations. The notary fees for authenticating the articles of association vary based on the capital amount and the number of shareholders, but typically range from several hundred to several thousand Turkish Lira. Foreign shareholders who cannot be physically present in Turkey may execute a notarized power of attorney in their home country, which must be apostilled (or consular-legalized, if the home country is not a party to the Hague Apostille Convention) and then translated into Turkish by a sworn translator.
Step-by-Step Registration Process at the Trade Registry
Once the articles of association have been notarized and the MERSIS pre-application has been completed, the next step is to submit the physical application to the Trade Registry Office (Ticaret Sicil Mudurlugu) in the province where the company's registered address is located. The Trade Registry is responsible for examining the application, registering the company, and publishing the registration in the Turkish Trade Registry Gazette (Turkiye Ticaret Sicili Gazetesi).
The complete application package that must be submitted to the Trade Registry includes: the MERSIS pre-application confirmation; two notarized copies of the articles of association; a petition requesting registration; the company establishment declaration form (Kurulis Beyannamesi); proof of the capital deposit (bank letter confirming that at least 25% of the subscribed capital has been deposited in a blocked account); the potential tax identification number for the company; passport copies and notarized Turkish translations for all foreign shareholders; the notarized power of attorney for any shareholder who is not personally present; a registered office lease agreement or ownership document; and signature declarations (imza beyannamesi) from all persons authorized to represent the company.
The Trade Registry examines the application for completeness and compliance with the TTK within approximately one to three business days. If the application is found to be complete and in compliance with the law, the Trade Registry issues a registration certificate and publishes the company's establishment in the Trade Registry Gazette. This publication is the legal moment at which the company acquires legal personality and can begin conducting business activities. After registration, the Trade Registry automatically notifies the tax office, the Social Security Institution (SGK), and other relevant government agencies of the new company's establishment.
Following the Trade Registry registration, the company must complete several additional steps to become fully operational. These include obtaining a tax identification certificate from the local tax office (vergi dairesi), registering with the Social Security Institution (Sosyal Guvenlik Kurumu - SGK) as an employer, ordering the company's legal books (journal, ledger, inventory book, and general assembly minutes book) and having them certified by a notary, and opening the company's operational bank account (as opposed to the blocked capital account, which is released after registration).
Tax Registration and Ongoing Tax Obligations
Every company registered in Turkey must obtain a tax identification number (vergi kimlik numarasi) and register with the local tax office in the district where its registered address is located. This registration is typically completed automatically through the Trade Registry's notification system, but the company's legal representative must also visit the tax office in person to complete the registration process, provide the necessary documents, and receive the tax identification certificate.
Turkish companies are subject to several types of taxes, the most important of which are the Corporate Income Tax (Kurumlar Vergisi), the Value Added Tax (Katma Deger Vergisi or KDV), and the Withholding Tax (Stopaj). The corporate income tax rate is 25% as of 2026, applied to the company's taxable income after allowable deductions. VAT is levied at three different rates depending on the type of goods or services: 1% for basic foodstuffs and agricultural products, 10% for certain essential services and goods, and 20% for most other goods and services. Withholding tax applies to various types of payments, including dividends, interest, royalties, and service fees paid to non-resident entities.
Companies must file monthly VAT declarations (KDV beyannamesi) and withholding tax declarations, as well as quarterly advance corporate income tax declarations. The annual corporate income tax return must be filed by the end of April following the fiscal year. All tax declarations must be submitted electronically through the Revenue Administration's (Gelir Idaresi Baskanligi) e-declaration system. Companies must also maintain their accounting records in accordance with the Uniform Chart of Accounts (Tek Duzen Hesap Plani) and the Turkish Accounting Standards, which are largely harmonized with International Financial Reporting Standards (IFRS).
Foreign investors should be aware of Turkey's extensive network of double taxation avoidance agreements, which currently covers more than 85 countries. These agreements prevent the same income from being taxed in both Turkey and the investor's home country, and they often provide reduced withholding tax rates on dividends, interest, and royalties. Proper tax planning that takes advantage of these agreements can significantly reduce the overall tax burden on cross-border investments.
Further details on corporate tax obligations and deadlines are published by the Revenue Administration (gib.gov.tr), while the legislative texts are accessible through the Official Gazette database (mevzuat.gov.tr).
Work Permits for Foreign Shareholders and Employees
One of the most frequently misunderstood aspects of company formation in Turkey is the work permit requirement. Many foreign investors assume that establishing a company in Turkey automatically grants them the right to work in the country. This is not the case. Under Turkish law, every foreign national who works in Turkey, including foreign shareholders and directors of Turkish companies, must obtain a valid work permit from the Ministry of Labour and Social Security (Calisma ve Sosyal Guvenlik Bakanligi).
The work permit application is submitted by the Turkish company (as the employer) through the Ministry of Labour's electronic application system. The application must include the foreign national's passport, educational qualifications, professional experience documentation, the company's tax registration, trade registry excerpt, and a detailed justification explaining why the foreign national's employment is necessary. The Ministry evaluates the application based on several criteria, including the company's capital adequacy, the ratio of foreign to Turkish employees (which generally must not exceed 1:5), and the qualifications of the applicant.
There are several types of work permits available. The standard work permit is issued for one year initially and can be renewed for up to three years. The indefinite work permit is available to foreign nationals who have held a continuous work permit for at least eight years. The independent work permit allows foreign nationals to work on a self-employed basis without being tied to a specific employer. Additionally, turquoise card holders (highly qualified professionals, investors, and academics) receive an indefinite work permit as part of their turquoise card status.
Foreign investors who establish companies with a minimum capital of a specified threshold or who employ a certain number of Turkish nationals may qualify for expedited work permit processing. The Ministry of Labour has established special procedures for foreign investors who qualify under the Foreign Direct Investment Law, which can reduce the processing time from the standard 30-day period to as little as 15 business days. It is advisable to begin the work permit application process immediately after the company is registered to avoid any interruption in the investor's ability to manage the company's operations.
Opening a Corporate Bank Account in Turkey
Opening a corporate bank account is one of the essential steps in establishing a functional business in Turkey. The initial bank account, opened before registration to deposit the minimum capital, is a blocked account (bloke hesap) that serves solely to hold the capital contribution until the company is officially registered. After registration, this account is unblocked and the funds become available for the company's use. However, most companies will also need to open a separate operational bank account for day-to-day business transactions.
Turkish banks generally require the following documents to open a corporate bank account: the Trade Registry excerpt (ticaret sicil gazetesi), the company's articles of association, the tax identification certificate, the signature circular (imza sirkusu) showing authorized signatories, passport copies and Turkish translations for foreign shareholders and directors, proof of the company's registered address, and in some cases, a letter from the company's accountant or financial advisor. Each bank may have additional requirements, and the documentation process can take several days to complete.
Foreign investors should be prepared for enhanced due diligence procedures when opening corporate bank accounts. Turkish banks are subject to strict anti-money laundering (AML) and know-your-customer (KYC) regulations under the Law on Prevention of Laundering Proceeds of Crime No. 5549. Banks will typically verify the source of the initial capital, the identity and background of the ultimate beneficial owners, and the nature of the company's planned business activities. Providing comprehensive and transparent information about the company's business plan and funding sources will help expedite the account opening process.
It is worth noting that some Turkish banks offer specialized services for foreign-owned companies, including multilingual customer support, international wire transfer capabilities, foreign currency accounts, trade finance instruments, and online banking platforms with English-language interfaces. Choosing a bank that understands the needs of international businesses can significantly simplify the company's financial operations and reduce the administrative burden on foreign investors who may not be fluent in Turkish.
Branch Offices and Liaison Offices
Foreign companies that wish to establish a presence in Turkey without forming a separate legal entity have two options: a branch office (sube) or a liaison office (irtibat burosu). Each option has distinct characteristics, capabilities, and regulatory requirements that must be carefully evaluated to determine which is most appropriate for the foreign company's objectives.
A branch office is legally considered an extension of the foreign parent company rather than a separate legal entity. This means that the parent company is directly and fully liable for all obligations incurred by the branch office. Branch offices can engage in all commercial activities that fall within the scope of the parent company's business operations, including buying and selling goods, providing services, entering into contracts, and generating revenue. Branch offices are subject to Turkish corporate income tax on their Turkey-sourced income, and they must maintain separate accounting records for their Turkish operations.
To establish a branch office, the foreign company must register with the Trade Registry in the Turkish province where the branch will be located. The registration application must include the parent company's certificate of incorporation, articles of association, a board resolution authorizing the establishment of the Turkish branch, the appointment of a Turkish resident as the branch representative with full power of attorney, and other supporting documents. All foreign-language documents must be apostilled (or consular-legalized) and translated into Turkish by a sworn translator.
A liaison office is a much more limited form of presence that is restricted to non-commercial activities. Liaison offices cannot engage in any commercial activity, generate revenue, issue invoices, or enter into commercial contracts in Turkey. Their permitted activities are limited to market research and feasibility studies, quality control and inspection of goods, promoting the parent company's products and services, and serving as a communication link between the parent company and Turkish suppliers, customers, or business partners. Liaison offices must be established through the Ministry of Industry and Technology and must be renewed annually. The Ministry maintains detailed records on all liaison offices operating in Turkey, which can be accessed through the Ministry's website.
Costs and Timeline for Company Formation
Understanding the costs and timeline associated with company formation in Turkey is essential for proper planning and budgeting. The total cost of establishing a company varies depending on the type of company, the amount of capital, the number of shareholders, and whether additional services such as work permit applications or special license registrations are required.
The typical costs for establishing a Limited Liability Company in Turkey include: notary fees for authenticating the articles of association (which vary based on capital and number of shareholders); Trade Registry registration fees; Trade Registry Gazette publication fees; Chamber of Commerce or Industry registration fees; capital deposit bank charges; certified translation fees for foreign-language documents; sworn translator fees for the notarization session; and professional service fees for legal counsel and tax advisory services. The total cost, excluding professional fees, typically ranges from approximately 10,000 to 30,000 Turkish Lira, depending on the specific circumstances of the formation.
The timeline for company formation is generally three to seven business days from the date all documents are ready and the MERSIS pre-application has been completed. This timeline assumes that all documents have been properly prepared, translated, and apostilled before submission. If documents need to be obtained from abroad or if apostille and translation services are required, the overall process can take two to four weeks. Delays are most commonly caused by incomplete or incorrectly prepared documents, discrepancies between the MERSIS application and the physical documents, or problems with the apostille or consular legalization of foreign documents.
Foreign investors should also budget for ongoing compliance costs, including monthly accounting and bookkeeping fees, annual audit fees (for companies that meet the audit thresholds), annual Trade Registry Gazette publication fees for required announcements, and the costs of filing annual tax returns and financial statements. These recurring costs should be factored into the overall business plan to ensure that the company has adequate resources to maintain its legal compliance throughout its existence.
It is highly advisable to engage qualified legal and financial professionals from the outset of the company formation process. While it is legally possible for a foreign investor to navigate the entire process independently, the complexity of the Turkish legal and regulatory framework, the language barrier, and the potential for costly errors make professional assistance a worthwhile investment. Sadaret Law and Consultancy provides comprehensive company formation services for foreign investors, handling every aspect of the process from initial planning through to full operational readiness.
Special Considerations for Specific Industries
While the general company formation process described above applies to most types of businesses, certain industries are subject to additional regulatory requirements that must be addressed during or after the formation process. Foreign investors planning to operate in these regulated sectors should be aware of the specific licenses, permits, and capital requirements that apply to their industry.
The tourism and hospitality sector requires operating licenses from the Ministry of Culture and Tourism and compliance with specific facility standards. Construction companies must register with the Ministry of Environment, Urbanization and Climate Change and meet minimum capital and technical personnel requirements. Companies in the food and beverage industry must obtain health certificates and food safety permits from the Ministry of Agriculture and Forestry. Technology and software companies may qualify for special incentives and reduced tax rates if they operate within designated technology development zones (Teknoloji Gelistirme Bolgeleri).
Companies in the financial services sector, including banking, insurance, and capital markets, are subject to the most stringent regulatory requirements. These companies must obtain licenses from the Banking Regulation and Supervision Agency (BDDK), the Insurance and Private Pension Regulation and Supervision Agency (SEDDK), or the Capital Markets Board (SPK), depending on their specific activities. The licensing requirements for financial services companies typically include significantly higher minimum capital thresholds, fit and proper assessments for directors and senior management, and detailed business plans demonstrating the company's ability to comply with applicable regulations.
Free trade zones (Serbest Bolgeler) offer another option for foreign investors, providing exemptions from certain taxes and customs duties for companies that manufacture goods for export. Turkey has 18 active free trade zones located in strategic locations across the country, each offering slightly different incentive packages. Companies operating in free trade zones are exempt from corporate income tax on their export income and from customs duties on imported raw materials and equipment used in production. Information about available zones is published by the Ministry of Trade.
Post-Formation Compliance and Ongoing Obligations
Establishing a company in Turkey is only the beginning of the legal journey. Once the company is registered and operational, it must comply with an extensive set of ongoing legal, tax, and regulatory obligations. Failure to meet these obligations can result in administrative fines, tax penalties, and in serious cases, criminal liability for the company's directors and managers.
Every Turkish company must hold at least one ordinary general assembly meeting per year within three months of the end of the fiscal year (i.e., by the end of March for companies with a calendar-year fiscal year). The general assembly must approve the annual financial statements, decide on profit distribution or loss allocation, and discharge the directors or managers for their activities during the preceding year. The minutes of the general assembly meeting must be notarized and filed with the Trade Registry.
Companies must also maintain their legal books in accordance with the TTK and the Tax Procedure Law (Vergi Usul Kanunu No. 213). The required books include the journal (yevmiye defteri), the general ledger (defteri kebir), the inventory book (envanter defteri), and the share register (pay defteri) for JSCs. All legal books must be certified by a notary before the beginning of each fiscal year. Companies that exceed certain size thresholds (defined by total assets, revenue, and number of employees) are also required to have their annual financial statements audited by an independent audit firm registered with the Public Oversight, Accounting and Auditing Standards Authority (KGK).
Foreign-owned companies must also comply with the reporting requirements established by Foreign Direct Investment Law No. 4875. Specifically, companies with foreign shareholders must submit an annual foreign investment activity report (Dogrudan Yabanci Yatirimlar Icin Faaliyet Bilgi Formu) to the Ministry of Industry and Technology by the end of May each year. This report provides information about the company's shareholders, capital structure, employment, and financial performance, and it is used by the Ministry to compile statistics on foreign direct investment in Turkey. Further details are available on the Ministry of Industry and Technology website.
Frequently Asked Questions About Company Formation in Turkey
How long does company registration take in Turkey for foreigners?
When all documents are prepared in advance, the entire company registration process in Turkey typically takes between three and seven business days. This includes MERSIS pre-application, notarization of the articles of association, registration with the Trade Registry, tax office enrollment, and social security registration. Delays may occur if documents require apostille or consular legalization from the investor's home country, which can add one to three additional weeks to the overall timeline depending on the country of origin.
What is the minimum capital required to establish a company in Turkey?
For a Limited Liability Company (LLC / Limited Sirketi), the minimum capital requirement is 50,000 Turkish Lira under Turkish Commercial Code No. 6102. For a Joint Stock Company (JSC / Anonim Sirketi), the minimum capital is 250,000 Turkish Lira. There is no requirement to deposit the full capital at the time of incorporation; 25% of the subscribed capital must be paid before registration, and the remainder must be paid within 24 months of the company's establishment.
Can a foreigner be the sole shareholder of a Turkish company?
Yes. Under Foreign Direct Investment Law No. 4875, foreign nationals and foreign companies can hold 100% of the shares of a Turkish LLC or JSC. There is no requirement for a Turkish partner or shareholder. A single foreign shareholder is sufficient to establish a Limited Liability Company in Turkey, and there is no restriction on the nationality of the shareholder.
Do I need a work permit to manage my own company in Turkey?
Yes. Foreign shareholders who wish to work actively in the company, including serving as a manager or director, must obtain a work permit from the Ministry of Labour and Social Security. The company itself sponsors the work permit application after it is registered. The work permit application can be submitted simultaneously with the residence permit application through the Ministry's electronic system.
What is the MERSIS system and why is it important?
MERSIS (Merkezi Sicil Kayit Sistemi) is Turkey's Central Registry System. All company registration applications must be submitted electronically through MERSIS before physical documents are filed with the Trade Registry Office. The system assigns a unique MERSIS number to each company, which is used for all subsequent commercial registry transactions including amendments, capital changes, and shareholder transfers.
What are the tax obligations of a foreign-owned company in Turkey?
Foreign-owned companies in Turkey are subject to the same tax obligations as domestically owned companies. The corporate income tax rate is 25% as of 2026. Companies must also collect and remit Value Added Tax (KDV) at rates of 1%, 10%, or 20% depending on the goods or services. Monthly and quarterly tax declarations must be filed electronically through the Revenue Administration's digital system. Turkey's network of over 85 double taxation treaties helps prevent double taxation on cross-border income.
What is the difference between a branch office and a liaison office in Turkey?
A branch office is an extension of a foreign company that can conduct commercial activities and generate revenue in Turkey. It is subject to Turkish tax obligations on its Turkey-sourced income. A liaison office, on the other hand, is limited to non-commercial activities such as market research, promotion, and coordination. Liaison offices cannot engage in any commercial activity or generate income in Turkey, and they must be renewed annually through the Ministry of Industry and Technology.