Company Formation in Turkey: Establishment of Companies According to Turkish Law 2025
- Avukat Baran DELİL
- Sep 20
- 23 min read
Delil Law Firm
Makale İçeriği:
What Is a Company?
A company is a fundamental building block of the modern economic system and commercial life. In essence, it refers to a contract and the resulting structure formed when one or more natural persons or legal entities combine capital and labor to pursue a common economic purpose (typically, profit). This structure enables the conduct of commercial activities on a larger and more organized scale that goes beyond individual efforts.
A company’s most essential and distinguishing feature is that it possesses a separate legal personality (tüzel kişilik) independent of its founders and shareholders. The legal order recognizes the company as a distinct person. By virtue of this legal personality, the company may acquire rights and assume obligations in its own name, own assets, enter into contracts, bring claims, and be sued.
One of the most significant consequences of legal personality is the separation of assets (malvarlığı ayrılığı). Under this principle, the company’s assets are entirely distinct from the personal assets of its shareholders. As a rule, only the company’s own assets are liable for its debts; the company is a separate legal person whose liabilities do not automatically extend to shareholders’ personal wealth. This structure creates a safeguard that prevents commercial risk from spilling over to shareholders’ personal estates and thereby encourages entrepreneurship. In this sense, a company is not merely a profit-seeking organization but also a sophisticated instrument that confines legal and economic liabilities within defined boundaries.
a) Definition
In legal terms, a company is the structure that arises when two or more persons combine their labor and/or assets under a contract (in corporate form, the articles of association) to achieve a common economic purpose (typically, the generation and distribution of profit). This baseline definition reflects the essence of the ordinary partnership regulated under the Turkish Code of Obligations (TCO). That said, the commercial companies regulated under the Turkish Commercial Code (TCC)—the main actors of commercial life—possess characteristics that go beyond this general definition.
The most distinctive feature of commercial companies is that they acquire separate legal personality upon registration with the trade registry, following completion of the establishment steps prescribed by law. Legal personality means the company has a juridical existence separate and independent from its founders and shareholders; it can acquire rights and assume obligations in its own name, bring claims, be sued, and hold movable or immovable assets. Under Turkish law, commercial companies have legal personality (TCC art. 125), and—by reference to Turkish Civil Code art. 48—legal persons may enjoy rights and assume debts; specific company types expressly provide that the company is liable only with its own assets.
This feature separates the company, at a fundamental level, from a natural-person trader operating a sole proprietorship. A sole proprietor does not create a distinct legal person separate from the owner; the trader is personally and unlimitedly liable with all personal assets for commercial debts. By contrast, a company—by virtue of its separate legal personality—is an autonomous legal subject, distinct from its shareholders both in transactions and in the liability regime.
b) Benefits of Incorporating a Company
Conducting commercial activities under a corporate vehicle provides entrepreneurs and business owners with significant legal, financial and operational advantages. Chief among these is the principle of limited liability flowing from the company’s separate legal personality. In capital companies (e.g., joint-stock and limited liability companies), shareholders’ liability is, as a rule, confined to the capital they undertake to contribute; the company itself is liable for its debts only with its own assets, which substantially reduces the spillover of business risk to the shareholders’ personal estates.
Incorporation also confers a corporate identity and credibility. A duly registered enterprise projects a more reliable and stable image before customers, suppliers, financial institutions and potential investors. Crucially, the company’s existence is independent of its founders or shareholders, so ordinary changes in the shareholder base (death, exit or share transfers) do not, as such, interrupt the legal entity’s continuity. This stems from the company’s separate legal personality acquired upon registration with the trade registry.
From a financing and growth perspective, the corporate form broadens access to capital. Companies may raise funds through capital increases and by admitting new shareholders; in joint-stock companies, ownership is divided into shares, and Turkish law regulates both capital increases and transfer of shares (including bearer and registered shares), which facilitates reorganisations and investor entry.
Finally, at certain turnover and profitability levels, being subject to the corporate income tax regime rather than the personal income tax regime may yield different (and in some cases more favourable) tax outcomes, depending on facts such as expense deductibility and rate differentials. Under Turkish law, companies are taxed under Corporate Income Tax Law No. 5520, whereas individual proprietors are taxed under Income Tax Law No. 193. (This is a legal framework note; actual advantages are case-specific and require tailored tax advice.)
Which Types of Companies Can Be Incorporated in Turkey?
Entrepreneurs who wish to conduct business in Turkey may choose among several company types provided under the Turkish Commercial Code No. 6102 (“TCC”) and related legislation. In essence, company types differ in terms of shareholders’ liability, capital structure, and governance. Under Turkish law, companies are generally grouped into capital companies and partnerships.
In capital companies, capital is the decisive element and shareholders’ liability is limited to the amount of capital they have undertaken to contribute. The most common forms are the Joint-Stock Company (“JSC”, Anonim Şirket – A.Ş.) and the Limited Liability Company (“LLC”, Limited Şirket – Ltd. Şti.); a Partnership Limited by Shares (Sermayesi Paylara Bölünmüş Komandit Şirket) is also classified as a capital company. By contrast, in partnerships the partners’ personal efforts and reputation are prominent and, as a rule, partners have unlimited liability for the partnership’s debts; the principal examples are the General Partnership (Kollektif Şirket) and the Ordinary Limited Partnership (Adi Komandit Şirket).
Alongside these, Cooperatives (Kooperatifler) exist as a separate legal-person form established to protect the economic interests of their members and to meet their occupational/livelihood needs. Cooperatives acquire legal personality upon registration with the trade registry in accordance with Law No. 1163. Finally, a sole proprietorship (a commercial enterprise operated by a natural-person trader) does not create a separate legal person and represents the simplest way to engage in commerce; the trader’s personal assets and the enterprise’s assets are not separated in law.
a) Limited Liability Company (LLC)
An LLC is a capital company incorporated under the TCC by one or more natural or legal persons under a trade name; it has a fixed stated capital composed of nominal “capital shares.” It is one of the most widely used company types in Turkey primarily because of limited liability.
The hallmark of the LLC is that shareholders are not personally liable for the company’s debts; they are required only to pay in the capital they have undertaken and to perform any additional payment or ancillary obligations set out in the articles of association. A key statutory exception concerns public receivables (e.g., taxes and social security premiums): if such debts cannot be collected from the company, shareholders may be held liable pro rata to their shareholding, and the company’s legal representatives (managers) may be liable for the whole amount under Law No. 6183.
The minimum capital for an LLC is TRY 50,000. An LLC may be incorporated with a single shareholder, but the number of shareholders may not exceed 50. Management and representation are carried out by one or more managers (müdür), who may be chosen from among the shareholders or from third parties.
Transfer of capital shares in an LLC is more formal than in a JSC. As a rule, a notarized share transfer agreement is required, the general assembly (shareholders’ meeting) must approve the transfer unless otherwise provided, and the transfer must be recorded and registered—including entry in the share ledger and registration with the trade registry for opposability to third parties. These features allow closer control of the shareholder base.
b) Joint-Stock Company (JSC)
A JSC is a capital company whose capital is fixed and divided into shares, and which is liable for its debts only with its assets; shareholders are liable only to the extent of the capital they have undertaken. Under the TCC, the minimum capital for a JSC is TRY 250,000. For non-public JSCs adopting the registered capital system, the initial capital must be at least TRY 500,000. Where capital is committed in cash, at least one-quarter of the nominal value of the subscribed shares must be paid before registration, with the balance payable within 24 months following registration.
A JSC may be incorporated with a single shareholder. Its corporate organs are the general assembly (where shareholders exercise their rights) and the board of directors, which manages and represents the company. The board may be composed of one or more members, and legal persons may serve as board members (acting through their duly appointed natural-person representatives).
The shares representing the company’s capital may be issued as registered (nama) or bearer (hamiline) shares in accordance with the TCC. (Note: since 2021, certain notifications to the Central Securities Depository (MKK) apply to bearer shares.) These features make transfers comparatively easier and attractive for investors.
c) Sole Proprietorship (Şahıs İşletmesi / Gerçek Kişi Tacir)
A sole proprietorship is a business operated by a natural-person trader and, as a matter of law, does not constitute a separate legal person distinct from its owner. Consequently, business debts are borne without limitation by the owner’s personal estate. This contrasts sharply with capital companies (e.g., LLCs and JSCs), which are separate legal persons under the Turkish Commercial Code.
Procedurally, formation and day-to-day management are simpler and less costly than in capital companies; decision-making is typically direct and flexible, which is particularly convenient for small-scale operations and quick market entry. (Administrative practice materials of the Ministry of Trade describe registration mechanics and identifiers, such as MERSİS numbers for commercial enterprises.)
For taxation, a sole proprietorship is not subject to corporate income tax; instead, profits are treated as the owner’s personal income and taxed under the progressive income tax schedule of the Income Tax Law No. 193 and related Revenue Administration guidance. (By contrast, capital companies are corporate income tax payers under Corporate Income Tax Law No. 5520.)
d) Limited Partnership (Komandit Şirket)
A limited partnership under the Turkish Commercial Code comprises at least two partners in two distinct roles: general partner(s) (komandite)—who manage and represent the partnership and are personally, unlimitedly liable—and limited partner(s) (komanditer)—who do not take part in management/representation in their capacity as partners and whose liability is limited to their committed capital.
Turkish law recognizes two forms:
The ordinary limited partnership (a “partnership” form) and
The partnership limited by shares, in which the limited partners’ participation is divided into shares, aligning certain aspects with joint-stock company rules; the latter is classified as a capital company.
This hybrid structure often suits ventures where the general partner seeks to retain control of management, while investors (as limited partners) provide capital and expect limited liability and transferability features closer to corporate models.
e) General Partnership (Kollektif Şirket)
A general partnership is formed between natural persons to operate a commercial enterprise under a trade name; no partner’s liability is limited vis-à-vis third-party creditors. There is no statutory minimum capital.
Partners are jointly and severally liable with all their assets; as to priority, the legal entity of the partnership is primarily liable, and partners are secondarily liable (creditors proceed against partners if recourse against the partnership proves fruitless or the partnership has ceased).
Management belongs to each partner unless otherwise agreed in the partnership agreement; representation and internal decision rules follow the TCC’s specific provisions for general partnerships. The trade name must include at least one partner’s name together with an indication of the company type (e.g., “Kollektif Şirket”).
f) Other Options
Beyond the principal capital companies and partnerships regulated under the Turkish Commercial Code (“TCC”), entrepreneurs may consider alternative legal vehicles that differ from standard company types in terms of the nature of activities, flexibility of the ownership structure, or legal status.
Cooperatives: Cooperatives are subject to their own statute and are established to provide and protect the specific economic interests of their members—and in particular to meet occupational or livelihood-related needs—through mutual aid, solidarity and surety, with variable membership and variable capital. Their primary aim is to generate member benefit rather than profit maximization. Cooperatives are incorporated and operate under Law No. 1163 on Cooperatives.
Ordinary partnership (adi ortaklık): The ordinary partnership, regulated by the Turkish Code of Obligations (“TCO”), is the simplest form of joint venture without legal personality. It is formed by a contract under which two or more persons combine their labor and/or assets to achieve a common purpose. Because it lacks legal personality, the partnership’s property and debts are directly those of the partners, who are personally and (as a rule) unlimitedly liable for obligations arising in the scope of the partnership. Owing to its practical formation and termination, it is often preferred for project-based or short-term collaborations.
Liaison offices: Finally, for entities—especially foreign-capital groups—that wish to maintain a presence in Türkiye without engaging in direct commercial activity, liaison offices are an option. Liaison offices may conduct non-commercial functions such as market research, representation, communication and feasibility work but must not engage in commercial activities; activity permits may be revoked if commercial activities are conducted. Initial licenses are typically granted for up to three years, with extensions available upon application to the competent authority. These rules arise from the Regulation on the Implementation of the Foreign Direct Investment Law and are also summarized by the Republic of Türkiye Investment Office.
How to Set Up a Company in Turkey?
In Türkiye, company formation is a structured process conducted within the framework of the Turkish Commercial Code (TCC) and related legislation. It begins with the convergence of the founders’ intent and preparatory work; the company then acquires legal personality upon registration with the trade registry; and the process is completed by fulfilling post-registration statutory obligations.
Broadly, the process consists of
preparation,
registration, and
post-registration phases.
In the preparation phase, the founders decide on the company type and trade name, define the scope of activities and registered office, and draw up the articles of association (the company’s constitutional document).
Following preparation, an application is initiated online via MERSİS (Central Trade Registry System) and the requisite documents are executed (before trade registry officers or a notary, as applicable) and filed for registration at the competent Trade Registry Directorate. Registration is constitutive: it is the act by which the company comes into legal existence. After registration, typical post-registration steps include notifications to the tax office and the Social Security Institution, publication in the Turkish Trade Registry Gazette, and certification of statutory books.
a) Selecting the Appropriate Company Type
The first and most strategic step is choosing the company form that best fits the nature of the business and the founders’ objectives. This decision directly affects the company’s legal status, the extent of shareholder/partner liability, the tax regime, and the governance structure; it should therefore rest on careful analysis and forward-looking assessment.
When identifying the optimal type, the principal criteria include:
Shareholders’/Partners’ Liability. Will liability be limited to the capital committed (as in capital companies such as JSCs and LLCs) or unlimited/personal (as in partnership forms)? This factor typically drives the high-level choice between corporate (capital) and partnership structures under the TCC.
Number of Founders and Capital Structure. Whether the activity will be conducted by a single founder or multiple partners, and the business scale and statutory minimum capital thresholds, influence the form to be chosen (e.g., LLC vs JSC).
Growth Path and Financing. If the medium-term plan involves a public offering or attracting venture capital/private equity, forms aligned with such capital-raising (typically a JSC) are often preferred.
Governance and Flexibility. Desired management flexibility versus a more formal corporate framework (e.g., board of directors, general assembly) also informs the choice.
Taxation. Different forms are subject to different tax regimes (e.g., companies under Corporate Income Tax Law No. 5520, individuals/sole proprietors under Income Tax Law No. 193). The comparative outcome depends on profitability, deductibility, and other facts and should be assessed case-by-case.
Each of these criteria should be considered together and in context to determine the legal vehicle best suited to the venture’s specific circumstances.
b) Registered Office (Legal Address)
Every capital company to be incorporated in Türkiye must, under the Turkish Commercial Code (TCC), have a registered office (seat) that is registrable with the trade registry and suitable for service of process. This address is entered in the trade registry and functions as the locus for official correspondence and legal/administrative notifications. Stating the company’s name and registered office (seat) in the articles of association is mandatory.
Acceptable options for a registered office vary depending on the company’s business, budget and operating model:
Physical office. Owned or leased independent premises used to carry on the business; the address is recorded during registration (via MERSİS) and appears in the registry file.
Home office. Often suitable for freelancers and small businesses; however, use of a dwelling as business premises is subject to the building’s management plan and condominium/use rules under the Condominium Law and related case-law.
Virtual/serviced office. Lawfully used as a registered office if duly recorded; service of process follows the rules of the Notification Law, and courts treat the trade-registry address as the reference for service (including where it is a serviced/virtual office).
After the address is notified, the tax office conducts an on-site verification (yoklama) to confirm the address and commencement of activity; having visible indicators (e.g., signage/bell) and reachable representatives facilitates this step. Yoklama is defined and conducted under the Tax Procedure Law (VUK) framework (including electronic yoklama).
The registered office must also appear in the articles, and any change of address must be resolved in proper corporate form and then registered and announced in the trade registry.
c) Capital and Banking Formalities
During incorporation, founders must fulfil their capital contribution commitments in accordance with law; contributions may be in cash or in-kind, each with specific procedures.
Cash capital.
For joint-stock companies (JSC), at least 25% of the subscribed cash capital must be paid before registration, and the balance within 24 months after registration (TCC Art. 344).
For limited liability companies (LLC), the subscribed cash capital may be paid within 24 months after registration (no pre-registration cash payment obligation) (TCC Art. 585).
Payment is made to a bank account opened in the name of the company under incorporation. In practice, the bank issues a capital block letter/receipt for filing with the registry, and funds remain blocked until registration, after which they become freely usable.
A Competition Authority fee equal to 0.04% of the company’s capital is also paid through the registry at establishment.
In-kind capital.Assets eligible to be contributed in-kind (e.g., real estate, IP rights, machinery) require:(i) a valuation by court-appointed experts of the commercial court at the company’s seat (TCC Art. 343), and(ii) where applicable, evidence of registry annotations in the relevant registers (land, trademark, etc.) included in the filing. These safeguards protect capital integrity and creditors’ interests.
d) Articles of Association and Other Incorporation Documents
The articles of association, the company’s constitutional document, form the legal foundation of the incorporation process. This document defines the company’s identity, purpose, ownership structure, and operating rules, and is binding on all shareholders. It must comply with the Turkish Commercial Code (TCC); deficiencies or illegality may result in refusal of registration and expose the company to future disputes.
The articles are prepared electronically via MERSİS (Central Trade Registry System). While MERSİS provides standard templates, it also allows tailoring to the shareholders’ needs and the industry dynamics in which the company will operate.
Mandatory content. The TCC prescribes core items for the articles/company contract for JSCs, TCC Art. 339; for LLCs, TCC Art. 576, including, inter alia:
the trade name and registered office (seat);
the scope of activities (stated to its essential points);
the capital, the number/nominal value of shares;
the company’s organs and representation;
the founders’ identities and particulars.
Supporting filing set. In practice, the registration file includes: executed formation documents (articles signed before Trade Registry Directorate personnel or a notary public), proof of Competition Authority fee (0.04% of capital), identity/signature documentation for authorized persons, chamber forms, and—where applicable—bank evidence of paid-in cash capital and in-kind capital documentation. A signature declaration for authorized signatories is issued before the Trade Registry Directorate as part of registration formalities.
e) Notarial Matters
Notarial steps serve to put incorporation acts on a secure legal footing by verifying identities and signatures where required and by issuing instruments commonly relied upon in practice.
The principal notarial instrument used after registration is the signature circular (imza sirküleri)—a notarial document that sets out who may sign on behalf of the company and with what limits. Banks, public bodies and counterparties frequently request it in transactions. (This is distinct from the signature declaration lodged at the trade registry during registration.)
Where the incorporation is handled by an attorney/CPA under a power of attorney, the founders must issue an appropriate notarized PoA (and, for foreign-issued PoAs, consular/legalization or apostille formalities may apply).
As for the articles of association, current practice allows execution either before Trade Registry Directorate personnel or before a notary public; with MERSİS-based filings, execution before the registry is common and streamlines the process. Meanwhile, signature declarations of authorized signatories are issued at the trade registry, further reducing notarial load at the formation stage.
f) Application to the Trade Registry Directorate and Registration
The decisive stage at which the incorporation gains legal effect is the application to the competent Trade Registry Directorate with the required documents, followed by registration. Upon registration, the company acquires legal personality under the TCC and becomes able to commence business operations. Today, this workflow is initiated and managed electronically via MERSİS (Central Trade Registry System).
The application begins with obtaining a MERSİS request/reference number. After any notarial steps are completed, the founders—or their authorized representatives—file in person with the Trade Registry Directorate at the place of the company’s registered office. In practice, a standard filing set will include (illustratively):
the MERSİS reference/transaction number;
the articles of association executed before Trade Registry Directorate personnel or a Notary Public (as applicable);
signature declarations (or post-registration signature circular) for those authorized to represent the company;
copies of founders’ IDs and residence documents;
bank evidence for any pre-registration cash capital that must be paid (for JSCs, at least 25% before registration; for LLCs, within 24 months post-registration);
proof of payment of the Competition Authority fee (0.04%);
the Chamber of Commerce/Industry registration forms.
The Trade Registry Directorate examines the file for legal and procedural compliance. If no deficiency or illegality is found, the company is registered, thereby acquiring legal personality. The registration is then announced in the Turkish Trade Registry Gazette, which serves to inform third parties of the company’s existence and core particulars.
g) Tax Office Procedures
Following registration, tax registration steps commence. Under the integrated process, the Trade Registry Directorate notifies the relevant tax office and the Social Security Institution ex officio of the incorporation. A tax officer then conducts an on-site determination (yoklama) at the registered office to verify activity and address; practical indicators (e.g., signage, availability of a representative) smooth this step.
Once the record is finalized, the company’s tax plate (vergi levhası) is generated electronically and can be viewed/printed via the Interactive/Digital Tax Office or through e-Government services. In parallel, routine digital obligations are completed, including activating an electronic notification (e-tebligat) address (mandatory for corporate income tax payers) and registering the engagement of the certified public accountant (SMMM) for e-filings.
h) Social Security Institution (SGK) Filings
Following registration with the trade registry and the company’s acquisition of legal personality, certain obligations arise under Turkish social security legislation. These obligations are directly linked to the company’s status as an employer and failure to comply in due time may result in administrative fines.
If the company employs any insured employees, workplace registration with the Social Security Institution (SGK) must be completed by filing a “Workplace Declaration” (İşyeri Bildirgesi) electronically (via SGK’s e-Government/e-Sigorta infrastructure). The declaration requires the company’s trade name, tax identification number, registered address, and the NACE (activity) code determining the company’s hazard class. Upon completion, an SGK workplace registration number is assigned and all social-security filings are made under this number. (For clarity: this is distinct from the individual “employment entry” notice for 4/1(a) employees, which is generally due before employment commences.)
Irrespective of whether employees are hired, the social security status of shareholders and managers is also relevant. As of the date of registration with the trade registry, (i) all shareholders of a limited liability company and (ii) shareholders who are elected to the board of directors of a joint-stock company fall within the scope of Article 4/1(b) of Law No. 5510 (Bağ-Kur). SGK initiates these registrations ex officio based on notifications received from the trade registry; accordingly, if the relevant persons are not insured under another scheme, they become liable to pay Bağ-Kur premiums.
i) Certification of Statutory Books
Under the Turkish Commercial Code (TCC) and the Tax Procedure Law (VUK), every trader is required to keep statutory books to record commercial transactions, and these books must be formally certified (tasdik) before use so that they carry legal evidentiary value.
While the exact set of books varies by company type, the principal books to be certified include:
Journal (Yevmiye Defteri)
General Ledger (Defter-i Kebir)
Inventory Book (Envanter Defteri)
For joint-stock companies: Board of Directors’ Resolution Book and Share Ledger
For limited liability companies: General Assembly Meeting and Resolution Book and Share Ledger
Timing is critical. At incorporation, opening certification of the statutory books is effected prior to first use (for capital companies, this is done at the trade registry directorate at the time of registration or before a notary, as applicable). Certain books—most notably the Journal and the Board of Directors’ Resolution Book—also require closure certification within the periods prescribed by Article 64 of the TCC.
In parallel with physical books, the e-Ledger (e-Defter) system is widely used. Taxpayers admitted to the e-Ledger system generate ledgers electronically and complete monthly certification by obtaining digital berats through the Revenue Administration’s system, thereby fulfilling the certification requirement in digital form.
j) Additional Post-Registration Formalities
Although registration with the trade registry confers legal personality, a number of administrative steps must be completed for the company to become operational in practice and to remain compliant with public-law requirements.
One key step is obtaining a Business Opening and Operating Licence (İşyeri Açma ve Çalışma Ruhsatı) from the municipality of the company’s registered address. This licence confirms that the intended activity and premises comply with applicable regulations; the procedure and any ancillary documents (e.g., a fire-safety report) vary by municipality and by activity class under the national regulation.
Following trade-registry registration, the company must also enrol with the relevant Chamber of Commerce and/or Industry pursuant to Law No. 5174 (Article 9). Chamber membership underpins sectoral representation and enables access to various official documents and services.
For authority and banking matters, notarised signature circulars of the persons authorised to represent and bind the company are indispensable, as they are required by counterparties, banks and public bodies.
Finally, several digital compliance items should be completed:
Electronic Notifications: Capital companies are mandatorily subject to electronic service of process. In practice, this entails obtaining an address on the National Electronic Notification System (UETS) and having a Registered Electronic Mail (KEP) address suitable for electronic notifications under the Electronic Notification Regulation and Article 7/a of the Notification Law (No. 7201).
Electronic Invoicing and Archiving: Depending on turnover thresholds and sectoral criteria set out in the Tax Procedure Law General Communiqué No. 509 (as amended), taxpayers must migrate to e-Invoice (e-Fatura) and e-Archive Invoice (e-Arşiv Fatura) and complete the related technical onboarding with the Revenue Administration. (Specific thresholds and effective dates are determined by the Communiqué and subsequent amendments.)
Key Considerations When Establishing a Company in Turkey
The company formation process is not limited to completing formalities; it also calls for careful strategic and legal planning. Decisions taken at this stage directly affect the company’s future operational efficiency, legal certainty, and financial health. Accordingly, entrepreneurs must carefully evaluate certain critical points both before and during incorporation.
Trade name. Selecting the trade name is of primary importance. The chosen name must comply with the Turkish Commercial Code, be original (not already in use by another enterprise), and must not be misleading or contrary to public order. Once the name is determined, the fields of activity in which the company will operate should be set out clearly and with sufficient breadth in the articles of association. Defining the scope (NACE activity code) too narrowly may hinder the evaluation of new business opportunities in the future and may necessitate amendments to the articles, with additional cost and procedure.
Capital planning. Building a realistic capital structure is essential for sustainability. Meeting the statutory minimums alone should not be considered sufficient; capital planning should cover initial operating expenses, working-capital needs, and unforeseen costs. Starting out with insufficient capital is one of the most common errors leading to financial difficulties in the early stages of commercial activity.
Multi-shareholder arrangements. In companies with multiple shareholders, clear and comprehensive provisions governing inter-shareholder relations play a key role in preventing future disputes. Matters such as share ratios, profit-distribution principles, allocation of duties and authorities, and exit provisions should be recorded from the outset—either in the articles of association or in a separate shareholders’ agreement. This legal foresight helps ensure that the ownership structure develops on solid foundations.
Opening a Branch in Türkiye for Foreign Companies
Commercial companies duly incorporated under their home-country laws may open a branch in Türkiye to conduct business. A branch established in Türkiye is not a separate legal entity; rather, it is a unit legally and commercially attached to the foreign head office. Accordingly, the branch’s rights and obligations belong directly to the parent company. Unlike the incorporation of a new company, opening a branch is subject to permission from the Ministry of Trade.
The process begins with an application for ministerial permission. For this application, it is necessary to prepare documents such as the board/shareholder resolution of the parent company to open a branch, current registry excerpts and articles of the parent, and a power of attorney evidencing the appointment of a fully authorized manager to represent the branch in Türkiye. All documents obtained from abroad must bear notarial certification and an apostille (or Turkish consular legalization, as applicable), and must be translated into Turkish by a sworn translator and notarially certified.
Once the required permission has been obtained from the Ministry, an application for registration is filed with the competent Trade Registry Directorate where the branch will be located. The principal documents typically include:
The original or certified copy of the Ministry’s permission letter;
The parent company’s branch-opening resolution;
A certified copy of the parent company’s current articles;
The signature declaration of the branch representative in Türkiye;
An undertaking signed by the representative under the branch’s trade name.
Upon registration, the branch acquires the legal capacity to commence operations. The branch’s commercial title must clearly state the parent company’s name, the country of its registered office, and the fact that it is a branch (for example: “X International GmbH, Germany — Istanbul Branch”). The branch must fulfil all commercial and tax obligations arising from its activities in Türkiye in accordance with local legislation.
Company Formation Costs in Türkiye in 2025
As of 2025, the total cost of establishing a company in Türkiye varies depending on several factors, such as the chosen company type, stated capital, number of shareholders, and the province in which the company will operate. Therefore, rather than stating a fixed figure, it is essential to understand the principal cost items. Broadly, costs fall into three main categories: official fees, notarial expenses, and professional service fees.
Excluding expenses such as paid-in capital, office rent and utilities, and fees for external specialists (e.g., attorney and accountant fees), the company formation costs for 2025 are as follows:
Sole proprietorship: 9,000 – 12,000 TL (based on chamber/union sample tariff + chamber registration).
Limited company (Ltd. Şti.): 9,500 – 15,000 TL (+ Competition Authority fee 20 TL; minimum capital 50,000 TL).
Joint-stock company (A.Ş.): 10,000 – 15,000 TL (+ Competition Authority fee 100 TL; minimum capital 250,000 TL; at least 25% must be blocked/paid before registration).
General partnership / Ordinary limited partnership: 22,000 – 26,000 TL (due to higher registration/announcement components).
The mandatory official payments during incorporation constitute the predictable portion of the overall cost. The principal items include:
Trade registry fees: Fees payable for registration of the articles of association with the Trade Registry Directorate and for publication in the Turkish Trade Registry Gazette. These may vary by the amount of capital and by the word count of the announcement text in the articles.
Competition Authority fee: A statutory payment equal to 0.04% of the company’s capital at the time of incorporation of capital companies.
Notarial expenses: Payments for notarial approval of documents such as the signature circular, signature declarations, and—where applicable—other incorporation documents. The number of shareholders and the volume of documents directly affect this cost.
Certification fees for statutory books: Fees for certification (tasdik) of compulsory commercial books (e.g., journal, general ledger), performed by a notary public or, at first opening for capital companies, by the trade registry.
In addition to official payments, it is customary to obtain professional support—typically from a certified public accountant (SMMM) and/or an attorney—to ensure that the legal and financial procedures are handled correctly. The advisory/setup service fee charged for these services is a significant variable in total cost. Finally, the initial budget should also include either the rent of a physical office to be shown as the registered address or the fee for a virtual/serviced office as a lower-cost alternative.
The Importance of Professional Assistance During and After Incorporation
In Türkiye, the company formation process is not merely a sequence of administrative steps; it is a complex framework requiring in-depth legal and financial expertise. Obtaining professional assistance from the outset is a strategic measure that protects entrepreneurs against serious risks and costs that may arise in the future. Incorrect or incomplete steps can lead to hard-to-remedy legal disputes, administrative fines, and tax sanctions.
At the formation stage, the roles of accountants and attorneys are critical. A certified public accountant guides the structuring of the company’s finances, tax optimization, and the establishment of a compliant accounting infrastructure. The attorney plays a vital role in preparing the articles of association. Rather than relying on a generic template, drafting a bespoke articles that clearly set out shareholder rights and obligations, profit-distribution principles, limits of authority, and exit scenarios in line with the company’s vision minimizes the likelihood of future shareholder disputes.
Obligations do not end with registration; on the contrary, ongoing statutory duties begin. Post-incorporation professional support is essential for tracking these continuing obligations, including:
Timely and accurate filing of tax returns;
Complete and correct SGK (social security) filings;
Conducting general assembly meetings and board resolutions in compliance with corporate law;
Keeping and certifying commercial books in accordance with legal requirements.
In conclusion, professional assistance should be viewed not as a mere cost item, but as a foundational investment that safeguards the company’s legal and financial health, supports sustainable growth, and enables founders to stay focused on their core business.
