Establishing a business in Türkiye

Equal treatment is the starting point

Türkiye's Foreign Direct Investment Law No. 4875 allows international investors the same rights and liabilities as local investors. The conditions for setting up a business and for share transfers are the same. International investors may establish any form of company set out in the Turkish Commercial Code (TCC), which follows international corporate governance standards and aligns Turkish company law with EU legislation.

Company establishment is carried out at Trade Registry Directorates located in the Chambers of Commerce, designed as a one-stop shop. The registry step itself can complete within the same day once the file is in order.

Company types

Corporate forms under the TCC:

• Joint Stock Company (JSC / anonim şirket)
• Limited Liability Company (LLC / limited şirket)
• Cooperative Company

Non-corporate forms:

• Collective Company
• Commandite Company

The JSC and the LLC are by far the most common, in Türkiye as elsewhere. Foreign investors also use branches, liaison offices and project offices, which are not separate legal entities.

Minimum share capital

The formation process

1. Draft and submit the articles of association through MERSİS, the Central Registry Record System, which assigns unique numbers to legal entities and allows the establishment to be carried out online.
2. Execute the company documents. The articles of incorporation are signed by all founders before authorised personnel at the Trade Registry Office, or before a notary. Signature declarations are prepared. Since 2018 the notarisation step for the articles of association and signature declarations has been carried out at the Trade Registry rather than at a notary.
3. Obtain potential tax identification numbers for non-Turkish shareholders and non-resident directors. These are needed before a bank account can be opened to deposit capital.
4. Pay the Competition Authority contribution of 0.04% of the company's capital, collected through the Trade Registry pay office.
5. Deposit the capital where required and obtain the bank certificate.
6. Apply for registration at the Trade Registry Office with the incorporation notification forms, articles of incorporation, signature declarations, founders' declaration, Chamber of Commerce registration forms and, where capital is contributed in kind, the expert valuation report and supporting registry statements.
7. The registry notifies the tax office and the Social Security Institution ex officio. An announcement is published in the Trade Registry Gazette. A tax registration certificate is obtained from the local tax office and an employer registration number from the SGK.
8. Certify the statutory books at the Trade Registry — journal, ledger, inventory book, share ledger, and the minute books for managers' meetings and the general assembly.
9. Complete the tax office determination inspection. A tax officer attends the company's registered address to prepare a report; at least one authorised signatory must be present.
10. Issue the signature circular before the Trade Registry's authorised personnel on the day of registration.

Documents required from abroad

For foreign individual shareholders: two copies of each shareholder's passport.

For foreign corporate shareholders: the certificate of activity issued by the relevant authority in the investor's country showing current status and signatories; the resolution of the competent corporate organ authorising the establishment; where a legal entity is appointed to the board, the resolution naming the real person acting on its behalf; and, if the process is handled by proxy, a notarised power of attorney authorising representation before the Trade Registry and other authorities.

All documents executed outside Türkiye must be notarised and apostilled — or legalised by the Turkish consulate where the issuing country is not party to the Hague Convention — and then officially translated into Turkish and notarised here.

Branch office

• No shareholders, and not an independent legal entity — its duration is tied to the parent
• No capital requirement, though a working budget is advisable
• May be incorporated only for the same purposes as the parent company
• Profit remitted to head office is subject to dividend withholding tax at 15%, which treaty relief may reduce

Registration documents include the parent's resolution to open a branch, a certified copy of its articles of association, its certificate of activity, a power of attorney to the resident representative with full representation and accountability authority, the establishment declaration forms, the representative's signature declarations under the branch title, and a letter of commitment — all subject to the same apostille and sworn translation requirements.

Liaison office

A liaison office may not carry out commercial activity, may not invoice and may not generate income in Türkiye. It exists for representation, market research, supplier sourcing and similar functions, is licensed by the Ministry of Industry and Technology, and is granted initially for a limited period with extensions available on application.

Its employees can be paid from abroad in foreign currency, which carries its own payroll and social security consequences worth planning before anyone is hired.

After registration: the notifications people forget

Foreign-capital companies, branches and liaison offices have ongoing notification obligations to the Ministry of Industry and Technology, filed electronically through E-TUYS:

• Activity Information Form — annually, by the end of May, with the financial statements
• Capital Information Form — within one month of a foreign shareholder's capital payment
• Share Transfer Form — within one month of any share transfer

E-TUYS filings require a designated authorised user with a Turkish electronic signature, and the authorisation itself takes time to obtain. Set it up before a deadline forces you to.