Setting up a company in Turkey as a foreign investor is legally straightforward in principle — the Foreign Direct Investment Law (Law No. 4875) grants foreign nationals the same company formation rights as Turkish citizens, including 100% ownership of Turkish limited liability and joint stock companies — but the execution of the formation involves a sequential set of legal and administrative steps where missing or incorrectly prepared documentation at any stage delays the entire process. The Turkish Commercial Code (TTK, Law No. 6102) defines the company forms, the MERSIS system manages the electronic registration, the Trade Registry Office processes the filing, the local tax office activates the corporate tax registration, and the Social Security Institution (SGK) handles the employer registration — each authority with its own documentary requirements and processing timeline. For foreign founders who cannot be physically present in Turkey, each of these steps must be managed through a notarized and apostilled power of attorney. The practical value of working with a company formation lawyer in Turkey is not the knowledge of the rules in the abstract — it is the ability to prepare the complete document set correctly on the first attempt, coordinate the simultaneous steps that can run in parallel, and manage the post-incorporation compliance calendar so nothing is missed after the trade registry certificate is issued. This page sets out how we approach company formation mandates for foreign investors, Turkish founders, and international corporate groups establishing a Turkish presence. For a comprehensive explanation of how Turkish company law works, see our guide on establishing a company in Turkey.
Choosing the right company structure
A lawyer in Turkey advising on company structure selection must explain that the practical choice for most foreign investors setting up a Turkish operating entity is between the limited liability company (Ltd. Şti., governed by TTK Articles 573–644) and the joint stock company (A.Ş., governed by TTK Articles 329–563). The LLC is simpler to manage — it does not require a formal board of directors structure, can have a single shareholder-manager, does not require annual general assembly minutes to be registered at the Trade Registry, and has a lower minimum capital requirement (currently 50,000 TL). The JSC is appropriate where the investor expects to bring in multiple shareholders over time, wants issued share certificates that can be transferred without notary involvement, plans a future public offering, or requires the registered capital system for flexible capital management. A branch office of a foreign company — registered at the Trade Registry and representing the foreign company rather than a separate Turkish legal entity — is appropriate where the foreign company wants a Turkish commercial presence without creating a separate Turkish subsidiary, typically for companies that prefer consolidated group liability and do not anticipate needing to distribute profits or bring in Turkish co-investors. Practice may vary — verify current minimum capital requirements and the specific governance advantages of each structure against your actual investor profile and commercial objectives before finalizing the entity choice.
An Istanbul Law Firm advising on sector-specific entity requirements must explain that certain regulated sectors in Turkey require specific entity forms or minimum capital levels above the general commercial minimum. Financial institutions, insurance companies, and capital markets intermediaries must use specific corporate forms defined by sector legislation and meet minimum capital requirements set by the BDDK, SPK, or other sector regulators. Healthcare service providers, private educational institutions, and broadcast media entities similarly face sector-specific structural requirements. For most standard commercial activities — trading, manufacturing, technology, consulting, e-commerce, hospitality — the choice between LLC and JSC is unconstrained by sector regulation, and the selection is driven purely by governance preference, capital flexibility, and investor exit planning. Practice may vary by authority and year — verify whether any specific sector licensing requirement constrains your entity choice before committing to a structure, as regulatory requirements change and sector-specific minimum capital thresholds are periodically revised. The corporate structure Turkey framework — covering the governance and compliance obligations of each Turkish company type — is analyzed in the resource on corporate structure Turkey.
Document preparation for foreign founders
A law firm in Istanbul advising on the document preparation phase for foreign founders must explain that the most common cause of delay in Turkish company formation for foreign investors is the document legalization chain — and the most effective way to avoid this delay is to begin the apostille process in the home country before any other formation step is taken. Foreign individual shareholders and directors must provide: a notarized copy of their passport (notarized in Turkey by a sworn translator), a Turkish tax identification number (obtained from the local tax office before registration), and if signing remotely, a notarized and apostilled power of attorney (executed before a notary in the home country, apostilled by the competent home country authority, then delivered to Turkey for use). Foreign corporate shareholders must additionally provide a Certificate of Activity or Good Standing from the home country (apostilled), a board resolution authorizing the Turkish investment (apostilled), and often the parent company's articles of association — all with sworn Turkish translation. Practice may vary by authority and year — verify the current Turkish Trade Registry documentary requirements and accepted apostille formats before finalizing the document preparation list for the specific home country.
An English speaking lawyer in Turkey advising on the power of attorney arrangement for remote founders must explain that a properly structured power of attorney for Turkish company formation must specifically authorize the attorney-in-fact to: sign the Articles of Association on the founder's behalf; sign the founders' declaration; make capital subscription declarations; execute the signature circular; represent the company at the tax office and SGK enrollment; and sign any other documents required during the formation process. A generic power of attorney that does not specifically cover each of these acts may be rejected by the Turkish notary or Trade Registry as insufficiently specific. We draft the power of attorney with the precise scope required for the complete formation process before the document is taken to the home country notary for execution and apostille — because correcting an insufficiently specific POA after it has been apostilled requires the entire legalization process to be repeated. Practice may vary — verify current Turkish notary and Trade Registry acceptance standards for specific power of attorney formulations before preparing the document for execution abroad.
MERSIS registration and trade registry filing
A Turkish Law Firm advising on the MERSIS registration and Trade Registry filing process must explain that company formation in Turkey is initiated through the MERSIS (Merkezi Sicil Kayıt Sistemi) online platform, which generates the Articles of Association template, produces the required forms, and creates the digital registration file that is submitted to the Trade Registry Office at the Chamber of Commerce. The Articles of Association must specify: the company's name and type; the registered address; the business scope (faaliyet konusu); the share capital and its distribution among shareholders; the names, identities, and authorities of the company's managers or board members; and the rules for shareholder meetings and resolutions. Before the Trade Registry appointment, the Competition Authority fee (currently 0.04% of the registered capital) must be paid online and the receipt attached to the registration file. The Trade Registry appointment is typically scheduled within one to three business days of submitting the complete MERSIS file. Practice may vary — verify current MERSIS filing requirements and the specific Trade Registry appointment scheduling procedure at the competent Chamber of Commerce before initiating the registration process.
A lawyer in Turkey advising on what happens at the Trade Registry appointment must explain that the Trade Registry officer reviews the complete file — Articles of Association, founders' declarations, signature circulars, tax ID numbers, and payment receipts — and if the file is complete and consistent, registers the company and issues the registration number on the same day. The company comes into legal existence upon registration, and the Trade Registry publication in the Turkish Commercial Registry Gazette (Türkiye Ticaret Sicili Gazetesi) is published within approximately ten days, providing public notice of the company's existence. After registration, the tax office and SGK are notified automatically through the system, but follow-up is required to ensure that the tax registration is activated, the tax plate (vergi levhası) is issued, and the electronic notification system (e-Tebligat) enrollment is completed. Practice may vary — verify current Trade Registry processing timelines and post-registration follow-up procedures with the relevant Chamber of Commerce before setting client timeline expectations.
Post-registration compliance steps
An Istanbul Law Firm advising on post-registration compliance must explain that a company that has completed trade registry registration is not immediately ready to operate — several parallel compliance steps must be completed before the company can issue invoices, hire employees, and conduct regulated commercial activity. The signature circular (imza sirküleri), which identifies the persons authorized to sign on the company's behalf and their signature specimens, must be prepared and notarized — and is required for bank account opening, contract execution, and registry communications. The tax office registration must be confirmed and the company enrolled in the applicable electronic systems (e-Fatura for companies above the applicable turnover threshold or in specified sectors; e-Defter for accounting record maintenance; e-Tebligat for official tax communications). If the company will have employees from inception, the SGK employer registration must be completed and employment contracts prepared before the first working day. Practice may vary by authority and year — verify current electronic system enrollment thresholds and mandatory enrollment timelines for each system before advising on the post-registration compliance sequence.
An English speaking lawyer in Turkey advising on bank account opening for newly formed Turkish companies must explain that bank account opening is typically the most time-consuming post-registration step for foreign-owned companies — because Turkish banks apply enhanced due diligence to foreign-owned entities and require a broader documentation set than the standard registration documents. The documentation typically required includes: the trade registry certificate, the tax registration document, the Articles of Association, the signature circular, identity documents of all shareholders above a defined ownership threshold, beneficial ownership declarations, and in some cases a business plan or explanation of the expected transaction profile. Banks with dedicated international client teams — typically at their main branch locations in Istanbul and other major cities — are familiar with the requirements for foreign-owned company accounts and process these applications more efficiently than general retail branches. We prepare the bank documentation package and accompany clients to bank appointments as part of our formation service. Practice may vary — verify current KYC requirements for foreign-owned company account opening with the target bank before scheduling the bank appointment.
Branch offices and liaison offices
A law firm in Istanbul advising on branch office registration for foreign companies must explain that a branch office (şube) of a foreign company is not a separate Turkish legal entity — it is a registration that authorizes the foreign company to conduct commercial activity in Turkey through a defined Turkish presence. The branch is registered at the Trade Registry with the same Chamber of Commerce that handles company registrations, and requires: a board resolution from the foreign parent company authorizing the branch opening (apostilled and translated); a copy of the parent's articles of association and certificate of existence (apostilled and translated); the appointment of a local representative (şube müdürü) authorized to manage the branch's Turkish affairs; and the declaration of a registered Turkish address for the branch. The branch is subject to Turkish corporate tax on the profits it generates in Turkey, and is required to maintain separate Turkish accounting records. Practice may vary by authority and year — verify current Trade Registry requirements for branch registration and the specific documentation required from the foreign parent company before preparing the branch opening file.
A Turkish Law Firm advising on the distinction between branch offices and liaison offices must explain that a liaison office (irtibat bürosu) differs fundamentally from a branch — it is licensed by the Ministry of Industry and Technology (Sanayi ve Teknoloji Bakanlığı) rather than registered at the Trade Registry, and it is restricted to non-commercial activities such as market research, supplier coordination, and communication. A liaison office cannot issue Turkish invoices, generate revenue, or enter into commercial contracts on the foreign company's behalf. It is the appropriate structure for a foreign company that wants a Turkish address and coordination presence without creating a taxable commercial establishment in Turkey. A foreign company that wants to conduct any commercial activity — including receiving orders, negotiating contracts, or providing services — must use a branch or a separate Turkish subsidiary. Practice may vary — verify current Ministry of Industry and Technology liaison office license application requirements and the specific permitted activity scope before selecting the liaison office structure.
Corporate maintenance and ongoing compliance
An Istanbul Law Firm advising on corporate maintenance obligations must explain that a Turkish company's ongoing compliance calendar includes: monthly tax declarations (VAT, withholding tax) and SGK declarations; quarterly provisional corporate tax returns; an annual corporate tax return filed by the end of April for the preceding fiscal year; annual general assembly (for JSCs) or annual shareholder resolution (for LLCs) approving the financial statements; and Trade Registry notifications for any changes in management, address, capital, or company scope within the statutory 30-day period following the relevant corporate decision. A company that fails to file Trade Registry notifications for management changes, address changes, or capital changes within the required period may face administrative fines and may create enforceability issues for later corporate actions — because third parties rely on the Trade Registry record for authority and representation information. We offer ongoing corporate maintenance services for clients who want their Turkish company's compliance calendar managed by local counsel. Practice may vary — verify current Trade Registry notification deadlines and the specific filing requirements for each type of corporate change before assuming the standard 30-day period applies in all circumstances.
A best lawyer in Turkey advising on the E-TUYS foreign investment reporting obligation must explain that companies with foreign shareholders are required to submit annual foreign investment data to the Ministry of Treasury and Finance through the E-TUYS online system — reporting capital amounts, shareholder changes, and financial metrics on an annual basis. This is a mandatory ongoing obligation that is separate from the trade registry filing and the tax returns, and failure to file creates administrative exposure. We include E-TUYS reporting calendar management as a standard component of our ongoing corporate maintenance service for foreign-owned Turkish companies. The Istanbul Bar Association at istanbulbarosu.org.tr provides resources for identifying qualified practitioners. Practice may vary — check current guidance before acting on any information on this page.
Frequently Asked Questions
- Can foreigners own 100% of a Turkish company? Yes — the Foreign Direct Investment Law grants foreign investors the same company ownership rights as Turkish citizens. No Turkish partner is required for standard commercial activities.
- Can I form a Turkish company remotely without traveling to Turkey? Yes — with a properly structured notarized and apostilled power of attorney, your Turkish lawyer can complete the entire formation process on your behalf.
- What is the difference between an LLC and a JSC in Turkey? An LLC (Ltd. Şti.) is simpler to manage, has a lower minimum capital (50,000 TL), and suits closely-held operations. A JSC (A.Ş.) requires higher capital (250,000 TL), permits unlimited shareholders and issued share certificates, and is better suited for multi-investor structures or eventual public offering. See the detailed comparison at our LLC vs. joint stock company guide.
- What documents does a foreign individual founder need? Notarized Turkish translation of passport; Turkish tax identification number; if signing remotely, a notarized and apostilled power of attorney from the home country.
- What documents does a foreign corporate shareholder need? Certificate of Activity or Good Standing (apostilled and translated); board resolution authorizing the Turkish investment (apostilled and translated); parent company articles of association if requested — all with sworn Turkish translation.
- How long does company formation take in Turkey? With a complete, correctly prepared document set, trade registry registration is typically completed within 1–3 business days. Document preparation and apostille processes abroad can take an additional 1–3 weeks depending on the home country.
- What is the minimum capital for a Turkish LLC? Currently 50,000 TL. For a JSC, the minimum is 250,000 TL (25% must be paid before registration). Practice may vary — verify current minimum capital requirements before finalizing your capital declaration.
- What is the signature circular and why is it needed? The imza sirküleri is a notarized document identifying the persons authorized to sign on the company's behalf, with their specimen signatures. It is required for bank account opening, contract execution, and registry communications.
- When does the company need to open a bank account? As soon as possible after registration — a business bank account is required to receive customer payments, pay suppliers, and deposit any remaining capital within the statutory period. Bank account opening for foreign-owned companies typically requires enhanced KYC documentation.
- What ongoing compliance obligations apply after registration? Monthly VAT and withholding tax declarations; SGK declarations; quarterly provisional corporate tax returns; annual corporate tax return; annual general assembly or shareholder resolution; Trade Registry notifications for any changes within 30 days; and annual E-TUYS foreign investment reporting for foreign-owned entities.
Author: Mirkan Topcu is an attorney registered with the Istanbul Bar Association (Istanbul 1st Bar), Bar Registration No: 67874. His practice focuses on cross-border and high-stakes matters where evidence discipline, procedural accuracy, and risk control are decisive.
He advises individuals and companies across Commercial and Corporate Law, Foreign Investment, Citizenship and Immigration, and cross-border documentation matters where procedural accuracy and international coordination are decisive.
Education: Istanbul University Faculty of Law (2018); Galatasaray University, LL.M. (2022). LinkedIn: Profile. Istanbul Bar Association: Official website.
