Company formation Turkey For Foreign Investors made clear. Starting a business in Turkey with TENHA LAW FIRM—entity choice, MERSİS, capital, governance & timing. Get expert help now.

Introduction

If you’re evaluating company formation Turkey for a new venture or expansion, you’re in the right place. At TENHA LAW FIRM, we help foreign founders choose the right entity, register fast via MERSİS, and build compliant governance from day one. Our team guides you from planning through post-incorporation, banking, and contracts.

Foreign investors face common questions: Which entity—LLC or JSC? How much capital is required? Who can act as director? How does MERSİS work? What about branches vs. subsidiaries? This guide answers these and more, with step-by-step clarity.

You’ll learn structure selection, the 7 key steps to incorporation, capital and management rules, and how share transfers work—plus timelines, documents, and audit triggers. Our Istanbul-based team supports you in English and multiple languages, with predictable fees and practical timelines.

1) Choosing the Right Structure for Company Formation Turkey

Turkey recognizes several company types under the Turkish Commercial Code (TCC). For foreign investors, Joint-Stock Company (JSC / Anonim Şirket) and Limited Liability Company (LLC / Limited Şirket) are by far the most common. Key points:

• JSC (Anonim Şirket, “A.Ş.”):
  Capital is divided into shares; shareholders are liable only up to their subscribed capital. Public offering and bond issuance possible. Minimum capital is TRY 50,000 (or TRY 100,000 if adopting an authorized capital system when not publicly held). At least 25% of cash capital must be paid before registration; the rest within 24 months. Governance centers on a Board of Directors (single-member possible; nationality/residency not required). Certain JSCs (by activity/size) face independent audit requirements.
• LLC (Limited Şirket, “Ltd.”):
  Capital is divided into quotas; no bearer shares. Minimum capital TRY 10,000. Cash capital may be paid within 24 months after registration. Share transfers require General Assembly approval, and registration/announcement. Management via Managers/Board of Managers (at least one manager must be a shareholder; no Turkish nationality/residency requirement). LLCs cannot be publicly offered.

Other forms (collective, commandite, cooperatives) exist but are seldom optimal for cross-border investments. For a fast, flexible setup, most foreign SMEs choose the LLC; for fundraising, complex cap tables, or future listing, a JSC is often preferred.

2) Starting a Business in Turkey: The 7 Essential Steps

Step 1: Prepare the Articles via MERSİS
Create a free MERSİS account, draft the Turkish-language articles, and enter founder/manager details. Foreign persons need a tax number first. MERSİS guides mandatory clauses and auto-assigns a potential tax number.

Step 2: Authenticate Signatures
Founders sign the articles; signatures are authenticated either at the Trade Registry Office (for LLCs/cooperatives, at the registry where the seat is located) or via a notary (possible for JSCs). MERSİS sends the document electronically to the notary.

Step 3: File Signature Declarations for Authorized Representatives
Those empowered to bind the company must submit signature declarations under the company name at any trade registry office.

Step 4: Pay the Competition Authority Fee & Capital (as required)
Pay 0.04% of the company’s capital as the Competition Authority (Rekabet Kurumu) Fee—conveniently at the registry. For JSCs, deposit at least 25% of cash capital into a bank account before registration; balance in 24 months. (LLC cash capital may be paid within 24 months after registration.)

Step 5: Apply to the Trade Registry
Submit all required documents; the registry completes same-day registration when papers are complete. For JSCs, LLCs, and cooperatives, the registry also certifies statutory books at registration. You may authorize us via power of attorney to manage all filings end-to-end.

Step 6: Post-Registration Formalities
Obtain tax and social security registrations, open a bank account (if not already done for JSC pre-payment), issue share certificates where applicable (JSC), and put internal governance and compliance policies in place. (Certain sectors and size thresholds trigger independent audit.)

Step 7: Operational Readiness & Ongoing Compliance
Adopt board/manager resolutions, approve signatory circulars, finalize lease/registered address, and ensure proper General Assembly cadence. Plan for financial statement preparation and any required audit or ministry approvals depending on your industry.

3) Capital, Governance & Share Transfer Rules (LLC/JSC)

 

Capital & Payment

• JSC: Minimum capital TRY 50,000 (or TRY 100,000 under authorized capital). 25% of cash capital pre-registration; rest within 24 months.
• LLC: Minimum capital TRY 10,000; cash capital payable within 24 months after registration.

Organs & Management

• JSC: General Assembly + Board of Directors (BoD) (single-member possible; no nationality/residency requirement). Some sectors/sizes: independent audit.
• LLC: General Assembly + Managers/Board of Managers; at least one manager must be a shareholder; no nationality/residency requirement.

Share Transfers

• JSC: Shares can be registered (nama) or bearer; bearer shares transfer by delivery of possession; registered shares by endorsement + delivery. De facto restrictions are limited (save statutory/sectoral exceptions); no registry filing needed for share transfer in a JSC.
• LLC: Share transfer requires (i) notarized transfer agreement, (ii) General Assembly approval (unless waived in articles), and (iii) registry filing + announcement.

Branches of Foreign Companies
Foreign companies may register branches in Turkey with a fully authorized local representative and required corporate documents/approvals filed at the registry.

Liquidation (Tasfiye)
Upon dissolution, the company enters liquidation, retains legal personality with “in liquidation” in the name, settles debts, and distributes remaining assets per capital and privileges after creditor calls and statutory periods. Liquidators are registered; at least one must be a Turkish citizen resident in Turkey.

Why Choose TENHA LAW FIRM for Company Formation Turkey?

Our Expertise

• ✅ 25+ years advising cross-border clients on Turkish corporate law
• ✅ End-to-end incorporation via MERSİS with board-ready documentation
• ✅ Multilingual team; fast timelines; fixed-fee packages
• ✅ Strategic post-incorporation support (banking, contracts, HR, tax liaison)

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Frequently Asked Questions About Company Formation Turkey

Conclusion: Next Steps

Company formation Turkey can be swift and predictable with the right team. Whether you prefer a flexible LLC or a fundraising-ready JSC, our lawyers will tailor the structure, manage MERSİS drafting, handle registry filings, and set you up for compliance from day one.

At TENHA LAW FIRM, we have helped hundreds of international clients starting a business in Turkey with clear timelines, fixed fees, and practical guidance.
📞 Contact TENHA LAW FIRM to receive a tailored incorporation checklist and fee quote today.

🔑 Key Takeaways

 

• ✅ Choose LLC for simplicity or JSC for capital markets flexibility
• ✅ Draft articles in MERSİS, authenticate signatures, file signatory declarations
• ✅ Competition Authority Fee: 0.04% of capital; JSC pre-pays 25% cash capital
• ✅ LLC transfers need GA approval & registry; JSC transfers are lighter-touch
• ✅ Leverage TENHA LAW FIRM for end-to-end filings and post-setup compliance

Legal Disclaimer

This article is for informational purposes and not legal advice. Turkish law evolves; consult counsel for your facts. Content current as of November 12, 2025.

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