Who this is for, and why foreigners set up a company in Turkey
This page is written for the foreign founder, investor or company that wants a real, compliant Turkish business vehicle — not a vague overview, but the actual law, steps, documents, costs and pitfalls. If you are a non-Turkish individual or a foreign company looking to trade, hire, invoice, hold assets or build a corporate footprint in Turkey, this is the practice area for you.
Turkey offers full foreign ownership in most sectors, a single national market of more than 85 million people, a young workforce, and a strategic position bridging Europe, the Middle East, the Caucasus and Central Asia. Foreign investors are treated on equal terms with Turkish nationals under the Foreign Direct Investment Law No. 4875, which also guarantees the free transfer of profits and sale proceeds abroad. So in the overwhelming majority of industries you can register a company you own 100%, with no local partner, no minimum foreign-capital requirement and no special permission to invest.
The typical reasons clients open a company in Turkey
- Trading and services. Import/export, consulting, software, e-commerce, marketing, tourism and manufacturing businesses that want to invoice clients and pay suppliers locally.
- A subsidiary of an existing group. An international company opening a Turkish arm to serve the regional market or localise operations.
- Employing people in Turkey. A company is normally needed to put staff on the Turkish payroll and social-security system lawfully.
- Holding assets. Buying and holding real estate, vehicles, intellectual property or shareholdings through a corporate vehicle.
- Immigration and citizenship goals. Owning and running a Turkish company can support a residence permit, and meeting the right investment thresholds can form part of a route to Turkish citizenship by investment.
The legal framework: which laws govern your Turkish company
Setting up correctly means knowing which rules apply. A Turkish company sits at the intersection of several statutes, and getting one wrong creates penalties, disputes or a vehicle that does not do what you need.
The core statute — Turkish Commercial Code No. 6102 (TTK)
The Turkish Commercial Code No. 6102 (TTK) is the backbone. It defines the company types, sets minimum capital, governs how shares and management work, and lays down directors' duties, general-assembly rules and the formalities for share transfers. The capital-payment rules that decide whether you must fund a bank account before registration sit in TTK Art. 344 (joint-stock) and TTK Art. 585 (limited). Almost every decision on this page traces back to the TTK.
The supporting framework
Around the TTK sits a ring of statutes that govern how the company invests, contracts, hires and reports. Here is what each one does:
| Law | What it governs for your company |
|---|---|
| FDI Law No. 4875 | National treatment for foreign investors; free transfer of profits and proceeds; no minimum foreign-capital rule. |
| Code of Obligations No. 6098 (TBK) | The contracts your company signs — leases, supply, services and employment agreements. |
| Tax codes | Corporate Tax Law No. 5520, VAT Law No. 3065, Income Tax Law No. 193 and Tax Procedure Law No. 213 set your filing duties. |
| Int'l Labour Force Law No. 6735 | Work permits for foreign directors and staff. |
| Social Insurance Law No. 5510 | Payroll and SGK (social-security) registration once you employ people. |
| Trade Registry Regulation | The procedural detail for registering through the trade registry and MERSIS. |
We map your plan against this framework before drafting anything. The right company is the one that matches what you actually intend to do in Turkey — who will own it, who will run it, who you will hire and how you will exit — not the one that is cheapest to register. The contracts that company then signs are handled by our commercial contract law team.
LLC vs joint-stock company in Turkey: which is right for you
For most foreign investors the choice comes down to two capital companies defined by the TTK: the Limited Liability Company (Limited Şirket, Ltd. Şti.) and the Joint-Stock Company (Anonim Şirket, A.Ş.). In both, the shareholders' liability is limited to the capital they commit — your personal assets are protected from company debts, with one important exception covered below.
The two structures differ on capital, how easily you can move shares, and how exposed shareholders are to the company's public debts. The table sets the head-to-head out at a glance.
| Feature | LLC (Limited Şirket) | Joint-Stock (Anonim Şirket) |
|---|---|---|
| Minimum capital* | 50,000 TL | 250,000 TL (500,000 TL for a non-public registered-capital A.Ş.) |
| Shareholders | 1 to 50 (individuals or companies, Turkish or foreign) | 1 or more, no upper limit |
| Cash capital before registration | None required — paid in within 24 months (TTK Art. 585) | 25% of subscribed cash capital blocked in a bank first; balance within 24 months (TTK Art. 344) |
| Management | One or more managers (müdür); at least one shareholder-manager | Board of directors + general assembly |
| Share transfer | Notarised deed + general-assembly approval + registry filing | Generally private, by endorsement/delivery — no notary or registry filing |
| Public-debt exposure | Shareholders pursued personally, pro rata, for unpaid taxes/SGK | Shareholders not personally liable; liability rests with the company/directors |
| Best for | Lean owner-run SMEs, family ventures, holding vehicles, start-ups | Investors, future sale/listing, easy share transfers, some regulated sectors |
We talk through head-count, investors, exit plans, tax and how you will actually use the company — then recommend the structure that genuinely fits, not the one that is quickest to file.
How a Turkish company is registered, step by step
Company registration in Turkey is a defined, document-driven process run largely through the central trade-registry system. Here is the full sequence we manage for you.
1. Name reservation and MERSIS application
Every company is created through MERSIS, the central electronic trade-registry system. We reserve the company name, define the field of activity using the correct NACE code, set the capital and shareholding, and build the application electronically. The NACE code matters — it shapes what your company may lawfully do and can affect licensing.
2. Drafting the articles of association
We draft the articles of association (ana sözleşme) — capital, share structure, management and signatory powers, purpose and any tailored provisions — in line with the TTK and your commercial needs. This is the company's constitution; getting it right now avoids amendments (and registry fees) later.
3. Notarisation, signatures and e-signature
Founders' documents and signature declarations are notarised. Many filings now use a qualified e-signature. For foreign shareholders abroad, this stage is usually handled under a power of attorney, so you do not need to travel to Turkey.
4. Capital deposit (for joint-stock companies)
For a cash-capital A.Ş., 25% of the subscribed cash capital is deposited into a blocked bank account, and a small levy is paid to the Competition Authority. An LLC does not require any up-front bank deposit of its capital.
5. Trade registry registration
The complete file is submitted to the relevant Trade Registry Directorate, which reviews and registers the company. On registration the company gains legal personality and the incorporation is announced in the Turkish Trade Registry Gazette.
6. Tax office registration
The company receives its tax identification number and is registered with the tax office.
7. Books, signature circular, KEP and e-systems
Statutory books are certified, an authorised-signature circular (imza sirküleri) is issued, and the company is enrolled for electronic notification (KEP) and the relevant e-systems (e-invoice / e-ledger where required).
8. Social security (SGK) — when you hire
Once the company will employ staff, it is registered as an employer with the Social Security Institution (SGK) and monthly payroll filings begin.
Minimum capital and the 31 December 2026 top-up deadline
The amounts you must commit as share capital changed recently, and there is a live deadline attached to it that affects anyone who already owns a pre-2024 Turkish company.
Current minimum capital
Effective 1 January 2024, the statutory minimums were raised:
- Limited Liability Company (LLC): 50,000 TL (up from 10,000 TL).
- Joint-Stock Company (A.Ş.): 250,000 TL (up from 50,000 TL).
- Non-public registered-capital A.Ş.: 500,000 TL.
If your existing company is affected, or you are weighing a capital increase as part of a wider restructuring, our corporate and M&A team manages the resolution, the registry amendment and the Gazette announcement.
Documents you will need
What is required depends on whether each shareholder is an individual or a company, and whether they are inside or outside Turkey. We give you a precise, tailored checklist, but the typical set looks like this.
For an individual foreign shareholder
- A notarised translation of your passport (and, where applicable, a notarised copy).
- A Turkish tax number (potential tax number) — we obtain this for you.
- Passport-style photographs for certain filings.
- A power of attorney, notarised and apostilled abroad, if we are to act on your behalf.
- A proposed registered address for the company (lease or virtual-office documentation).
For a corporate (company) shareholder
- The foreign parent's certificate of incorporation / activity certificate, recent and apostilled.
- A board or shareholder resolution approving the Turkish investment and appointing a representative.
- A signatory circular / proof of signing authority for the person acting for the parent.
- The power of attorney from the parent to us, notarised and apostilled.
Costs and timeline: what to expect
Foreign clients reasonably want numbers. Some costs are fixed and safe to state; others depend on the structure, capital, number of shareholders and how documents are legalised. We give a fixed quote before any work begins.
Indicative timeline
| Stage | Typical duration |
|---|---|
| Document legalisation abroad | A few days to ~2 weeks (usually the longest variable) |
| Trade-registry registration | About 1–2 weeks once documents are ready* |
| Bank account opening | A few days to a few weeks (compliance checks have tightened)* |
| Work permit (if a director will work here) | Typically several weeks after the company is live* |
Cost components
- Official charges: notary, trade-registry, Gazette, chamber-of-commerce and book-certification fees, plus translation and apostille costs.
- Capital: the statutory minimum for your chosen type (50,000 TL LLC / 250,000 TL A.Ş.*) — this is your own equity, not a fee.
- Competition Authority levy: 0.04% of the company's capital, collected through the trade-registry pay office on incorporation.*
- Our fixed legal fee: agreed in advance to cover drafting, MERSIS, registration, tax registration and the power-of-attorney workflow.
- Ongoing accounting: a monthly bookkeeping retainer once trading, scaled to volume and headcount.
All official figures are current and can change with statutory and tariff updates. We quote your specific setup before you commit, so you see the full picture — official charges and our fee — with no hourly surprises.
Tax registration and ongoing compliance
Registration is the beginning, not the end. A Turkish company carries continuing obligations, and missing them creates penalties, interest and reputational risk with the tax authority. We set up your compliance from day one and keep it running through our accounting partners.
The main recurring duties
The calendar is mostly monthly and annual. Here is what falls due, and when:
| Obligation | Frequency | When it applies |
|---|---|---|
| VAT (KDV) return — standard rate 20%* | Monthly | Most goods and services |
| Provisional (advance) corporate tax | Quarterly | All companies with profit |
| Annual corporate income tax return | Annually | All companies |
| Withholding tax (stopaj) | Periodic | Salaries, certain rents, specified payments |
| Payroll & SGK declarations | Monthly | Once you employ staff |
| e-invoice / e-archive / e-ledger | Ongoing | Where turnover thresholds or activity require |
| Annual general meeting + registry updates | Annually / on change | Shareholders, directors, address or capital change |
Why a lawyer-plus-accountant team matters
Because the calendar is mostly monthly and annual, a foreign-owned company is best served by a combined team that flags obligations in advance rather than after a penalty lands. A common, avoidable mistake is treating a Turkish company like a dormant foreign shelf company — it is not. Even with no trade, returns may fall due. We make sure you always know what is due and when, in English. Where a tax debt or unpaid premium is already being chased, our debt collection and enforcement team can step in on the dispute.
Work and residence permits for foreign directors and staff
Owning or managing a Turkish company does not, by itself, give you the right to work in Turkey. Employment of foreigners is governed by the International Labour Force Law No. 6735, and a foreign director or employee who will actively work in the company generally needs a work permit — which also serves as their residence permit.
How the application is assessed
Work-permit applications are weighed against criteria that can include the company's paid-in capital and turnover and the ratio of Turkish to foreign employees. As a general rule the law expects at least five Turkish citizens to be employed for each foreign worker (assessed at application and renewal), with exemptions for certain shareholder-directors, senior roles and high-turnover companies. We structure the company and the application so these conditions are realistically met, and we file with the Ministry of Labour and Social Security.
Passive shareholders vs working directors
If you are a purely passive shareholder who will not work day-to-day in Turkey, a work permit may not be needed at all — a residence permit on another basis can be enough. If you will manage or work in the business, the work permit is the route. We tell you exactly which category applies to you before you build expectations around it.
If you or your family will relocate, we coordinate the corporate side with our residence permit and immigration team so the company, the work permit and your family's permits all line up in the right order.
Free zones, technoparks, branches and liaison offices
A standard Turkish company is not the only vehicle. Depending on your goals, one of the following may fit better — and we set up all of them. Choosing well at the start saves restructuring later.
Free-zone company
Turkey's free zones (Law No. 3218) offer customs and tax advantages for export-oriented manufacturing, logistics and trading. Companies operating under a free-zone operating licence can benefit from exemptions — for example on certain income, customs duties and, for qualifying export-focused operations, payroll-linked incentives — in exchange for operating under the zone authority's rules. Best where most of your output is exported or re-exported.
Technopark / Technology Development Zone
For software, R&D and innovation businesses, a company located in a Technology Development Zone (technopark) under Law No. 4691 (and the R&D Law No. 5746) can access significant incentives — including income and corporate tax exemptions on qualifying R&D and software income, employee income-tax and social-security support for R&D personnel, and VAT advantages on qualifying software sales. These are statutory programmes with conditions and end dates (current but subject to change). If you are building a tech or R&D product, this is often the single most valuable structure to consider.
Branch office (şube)
A branch is an extension of a foreign parent company rather than a separate legal entity. It can trade and generate revenue in Turkey, but the parent remains liable for its obligations. A branch suits groups that want a Turkish operating presence and to keep the activity legally within the parent, without forming a new subsidiary.
Liaison (representative) office
A liaison office, authorised by the Ministry of Industry and Technology, may carry out non-commercial activities only — market research, sourcing, promotion, quality control and liaison — and may not trade or earn income in Turkey. Its costs are typically funded from abroad, and it can carry tax advantages for qualifying staff. It is a low-commitment way to test the market before committing to a full company.
Common mistakes and pitfalls
Most problems we are asked to fix were avoidable at formation. The recurring ones for foreign founders fall into two groups.
Structural and ownership mistakes
- Choosing the wrong company type. Picking an LLC because it is cheapest, then discovering investors want clean A.Ş. share transfers — and paying to convert.
- Ignoring shareholder-director liability for public debts. In an LLC, shareholders can be pursued personally for unpaid taxes and SGK premiums; some founders only learn this when a debt arises.
- A vague or over-broad NACE / purpose clause. Either too narrow to do what you need, or so broad it triggers unintended licensing.
Process and compliance mistakes
- A registered address that is not real. A virtual or empty address can fail a tax-office check and stall registration or VAT enrolment.
- Documents legalised wrongly. The wrong apostille, a missing sworn translation or an out-of-date activity certificate sends the file back — the commonest delay.
- Treating the company as dormant. Assuming "no trade, no filings". Returns can still fall due, and silence breeds penalties.
- Missing the 2026 capital top-up. Owners of pre-2024 companies who do not raise capital to the new minimum by 31 December 2026 risk the company being deemed dissolved.*
- No power of attorney, or a too-narrow one. If the PoA does not cover tax, bank and registry acts, you end up travelling for a signature you could have delegated.
- Assuming ownership equals the right to work. Founders who plan to manage the business locally without realising they need a work permit.
A worked example
To make this concrete, here is a typical scenario — illustrative, not a promise about any particular case.
A founder in the UK wants to launch a software and consulting business serving regional clients, plans to relocate to Istanbul within a year, will hire two or three local staff, and may take on an investor later.
What we would typically recommend
- Structure: a Joint-Stock Company (A.Ş.) rather than an LLC, because an investor is on the horizon and A.Ş. share transfers are clean and private. If a technopark location suits the software work, we assess the R&D incentives alongside.
- Incorporation: we obtain the founder's Turkish tax number, prepare an apostilled power of attorney, draft the articles, run MERSIS and register the company — without the founder needing to travel for this stage.
- Banking and tax: we coordinate the company bank account, register for corporate tax and VAT, certify books, issue the signature circular and set up KEP and e-invoicing.
- People: when the founder relocates, we file a work permit (which also serves as a residence permit) and register the company with SGK to put the first local employees on payroll lawfully.
- Later: when the investor comes in, our corporate and M&A team handles the share subscription, shareholders' agreement and any due diligence.
The point of the example is sequencing: the company type, the permits and the tax setup are chosen together, in the right order, so each step supports the next.
How foreigners specifically are affected — and how Lexin Legal handles it
The mechanics of incorporation are the same for everyone, but several points hit foreign founders harder, and these are exactly where we add value.
The points that catch foreigners
- The language barrier. Articles, the registry, the tax office, KEP notifications and SGK all operate in Turkish. We run the whole file and explain every step in English.
- Document legalisation abroad. Apostille, consular legalisation and sworn translation are unfamiliar and easy to get wrong; we give you an exact checklist and review what comes back.
- Banking and compliance friction. Opening a company account as a non-resident with foreign shareholders now involves real know-your-customer scrutiny; we prepare a clean file and coordinate with the bank.
- The permit trap. Confusing ownership with the right to work; we separate the two and plan the work permit deliberately.
- Distance. You should not have to fly in for routine signatures; our power-of-attorney workflow is built so you rarely need to.
How we work
We handle the whole formation in English, on a transparent fixed fee agreed before we start — no hourly surprises. You deal with one team that drafts the articles, runs MERSIS and the trade registry, obtains tax numbers, coordinates the bank account and sets up compliance, then stays available afterwards for changes, contracts and permits.
Many of our company clients go on to need corporate and M&A support — shareholders' agreements, joint ventures and acquisitions — the commercial contracts the business will sign, or to buy premises and property through their new entity with our real estate team. Whatever stage you are at, you can contact us for a clear, no-obligation assessment of the right setup for your plans.
How we set up your Turkish company
Scoping call
We learn what you want to do in Türkiye, then recommend the right structure — LLC, joint-stock, branch, liaison office, free-zone or technopark — with a fixed-fee quote.
Documents and power of attorney
We obtain your Turkish tax number, prepare an apostilled power of attorney and check your founder documents, so most steps can be completed without you travelling.
Drafting and registration
We draft the articles of association, file through MERSIS and submit the file to the trade registry, which gives your company legal personality and a Gazette announcement.
Tax, bank and books
We register the company for corporate tax and VAT, certify the statutory books, issue the signature circular, enrol KEP and coordinate opening the company bank account.
Permits and SGK
Where a foreign director will work here, we file the work permit, and we register the company with SGK so you can put local staff on payroll lawfully.
Compliance setup
We set up your monthly and annual filing calendar with our accounting partners — VAT, corporate tax, payroll and e-systems — so nothing is missed.
Ongoing support
We stay on hand for contracts, share transfers, capital changes, address changes and any later corporate work as your business grows.
Turkish company formation FAQ
Can a foreigner own 100% of a Turkish company?
Yes. In most sectors a foreign individual or company can own all of the shares, with no requirement for a Turkish partner and no minimum foreign-capital rule, under the Foreign Direct Investment Law No. 4875. Only a limited number of regulated industries — such as certain media, aviation, maritime and defence activities — carry foreign-ownership limits or special licensing, which we check before you commit.
What is the minimum capital to form a company in Turkey?
Since 1 January 2024 the statutory minimums are 50,000 TL for a limited liability company (LLC) and 250,000 TL for a joint-stock company (A.Ş.), with 500,000 TL for a non-public registered-capital A.Ş. This capital is your company's own equity, not a fee. For an LLC none of it has to be deposited before registration (it can be paid in within 24 months under TTK Art. 585); for a cash-capital A.Ş., 25% is blocked in a bank up front under TTK Art. 344. We confirm the current figures for your structure before you commit.
Do I need to increase my existing Turkish company's capital by 2026?
If your company was formed before 2024 and its capital is still below the new minimums — 50,000 TL for an LLC or 250,000 TL for an A.Ş. — then yes. Under the transitional rule added to the Turkish Commercial Code (Provisional Article 15), you must raise the capital to the new minimum by 31 December 2026 or the company can be deemed dissolved. We handle the capital-increase resolution, the registry amendment and the Gazette announcement well before the deadline.
Do I need to come to Turkey to set up the company?
Usually not. We can complete most of the process under a power of attorney once we have your notarised and apostilled documents, so many clients incorporate without travelling. A short visit can still help with opening the company bank account, which we coordinate either remotely or in person.
Should I choose an LLC or a joint-stock company?
An LLC (Limited Şirket) is simpler and cheaper and suits most small and medium owner-run businesses, while a joint-stock company (Anonim Şirket) offers easier private share transfers and shields shareholders from the company's public debts, making it better where you expect investors, a future sale or certain regulated activities. The biggest practical differences are minimum capital, how shares transfer and personal exposure to unpaid taxes and SGK — we recommend the right one after understanding your plans, head-count and exit.
How long does company formation take?
Once your documents are ready and legalised, registration itself typically takes around one to two weeks. The realistic end-to-end timeline depends most on document legalisation abroad and bank-account opening, which can each add a few days to a few weeks.
Do I need a Turkish bank account, and is it hard to open?
In practice a Turkish company needs a local bank account to operate, and for a joint-stock company 25% of the cash capital is deposited before registration. Compliance checks have tightened for accounts with foreign shareholders, so a clean, well-prepared file matters; we coordinate the opening and prepare the documents the bank will ask for.
Does owning a Turkish company let me work in Turkey?
Not automatically. A foreigner who will actively work in the company generally needs a work permit (which also serves as a residence permit) under the International Labour Force Law No. 6735. The application is assessed against criteria such as company paid-in capital and the rule that, in general, at least five Turkish citizens be employed for each foreign worker — with exemptions for some shareholder-directors and high-turnover companies. Purely passive shareholders who will not work here may not need one.
Does forming a company help with residence or citizenship?
It can. Company ownership and a work permit can support a residence permit, and where the relevant investment and employment thresholds are met, investment in Turkey may form part of a route to citizenship. These thresholds are current rules and can change, so we confirm the position for your specific situation before you rely on it.
What ongoing obligations will my company have?
A Turkish company files monthly VAT (KDV) returns, quarterly provisional corporate tax and an annual corporate income tax return, runs payroll and social security once it has staff, keeps certified statutory books, holds an annual general meeting, and updates the registry when shareholders, directors, address or capital change. We set this up and our accounting partners keep it running, flagging deadlines in advance.
Can I keep the company dormant if I am not trading yet?
A Turkish company is not a dormant shelf company by default — even without active trade, certain returns can still fall due, and missing them creates penalties. If you genuinely will not operate for a while, we advise on the lightest compliant setup; ignoring filings is the most common avoidable mistake we are asked to fix.
What is the difference between a branch and a liaison office?
A branch (şube) is an extension of a foreign parent that can trade and earn income in Turkey, with the parent remaining liable for its obligations. A liaison (representative) office, authorised by the Ministry of Industry and Technology, can only carry out non-commercial activities such as market research and promotion, and may not trade or generate revenue in Turkey.
Are there tax incentives for technology or export businesses?
Yes. Companies in a Technology Development Zone (technopark) under Law No. 4691 can access exemptions on qualifying R&D and software income plus support for R&D staff, and free-zone companies under Law No. 3218 can benefit from customs and tax advantages for export-oriented activity. These are statutory programmes with conditions and end dates, current but subject to change, so we assess whether you qualify before you build around them.
Can I buy property in Turkey through my company?
Yes. A Turkish company can hold real estate, which is a common and often tax-efficient structure for investors. We coordinate the corporate setup with our real estate team to keep the purchase secure, properly titled and compliant.
What documents do I need to provide as a foreign founder?
Typically a notarised, translated passport, a Turkish tax number (which we obtain), an apostilled power of attorney, and a registered company address; corporate shareholders also provide an apostilled activity certificate and a resolution approving the investment. Documents in another language need a sworn Turkish translation, and we give you an exact checklist tailored to your case.
