Corporate & Company Formation Lawyer in Istanbul, Turkey

No Turkish partner is needed, and all partners and managers may be foreign individuals or foreign companies. In a limited company, at least one partner must hold management and representation authority (Commercial Code, Art. 623/1), so a foreign partner can be that manager. A joint stock company is managed by a board of one or more persons, appointed in the articles or elected by the general assembly (Art. 359); the law requires full legal capacity, not Turkish citizenship.

Residence-related requirements appear at specific points instead. A branch of a foreign company appoints a fully authorised commercial representative resident in Turkey (Art. 40/4). When a company is liquidated, at least one liquidator with representation authority must be a Turkish citizen resident in Turkey (Art. 536/4). In foreign-owned companies, this requirement often comes up only at the closing stage.

A small number of regulated sectors have their own rules. In broadcasting, for example, the direct total foreign share in a media service provider may not exceed 50% of its paid-in capital, and a foreign person may be a direct partner in at most two media service providers (Law No. 6112, Art. 19/1-f). Banking, insurance, energy, aviation, maritime transport and similar activities require licences or approvals under their own laws, and some of these include ownership conditions. This is checked before the company type and structure are finalised.

In practice, yes. Founders can act through a lawyer holding a special power of attorney for company formation. A power of attorney signed at a Turkish consulate can be used directly; one signed before a notary abroad usually needs an apostille (or consular legalisation for countries outside the Apostille Convention) and a sworn Turkish translation. Opening the company's bank account is the step where some banks ask to meet the partners or the manager in person.

A limited company suits small and medium-sized businesses with a stable group of partners, such as a trading company, a consultancy, a restaurant or an import-export business. Its minimum capital is lower, it can be run by a single manager, and it may have between one and fifty partners (Arts. 573, 574). Partners are not liable for the company's debts; they owe only the capital they committed and any additional payment or ancillary obligations written into the articles (Art. 573/2).

The important exception is public debts such as taxes, for which limited company partners can be pursued in proportion to their shares (see the section on Law No. 6183 below). Selling shares is also more formal: a written agreement with notarised signatures and, unless the articles provide otherwise, the general assembly's approval (Art. 595).

A joint stock company suits projects that expect new investors, frequent share sales or larger capital. Registered shares can in principle be transferred freely unless the law or the articles provide otherwise (Art. 490); the articles of a non-listed company can make transfers subject to the company's approval, but the company may then refuse only on a significant ground set out in the articles, or by offering to buy the shares at their real value (Arts. 492, 493).

Shareholders of a joint stock company are not covered by the rule that makes limited company partners answer for uncollectable public debts in proportion to their shares; in a joint stock company that risk falls mainly on the legal representatives. Under Article 35 of the Attorneys Act No. 1136, joint stock companies whose capital is five times the statutory minimum capital for joint stock companies or more must retain a lawyer under contract.

A sole proprietorship (often called şahıs şirketi in everyday Turkish) is not a company in the legal sense. It is a business run in the owner's own name, so there is no separate legal person between the owner and the business, and the owner answers for its debts with all personal assets. A foreigner who runs such a business also needs the right to work in Turkey; working without a work permit is prohibited (International Labour Force Law No. 6735, Art. 6/2).

In a joint stock company, at least 25% of the nominal value of the shares subscribed in cash is paid before registration, and the rest within 24 months after registration (Art. 344). The cash is deposited in a special account opened at a bank in the name of the company being formed; the bank releases it to the company once the trade registry confirms that the company has acquired legal personality (Art. 345).

In a limited company, the 25% advance payment rule does not apply (Art. 585). The cash capital can therefore be paid after registration, within the 24-month period that applies to joint stock companies by analogy. Until it is paid, the committed capital remains a debt the partner owes to the company.

Companies formed before 2024 with capital below the new minimums have to raise it. Temporary Article 15 of the Commercial Code, added by Law No. 7511 in 2024, provides that joint stock and limited companies whose capital is below the minimum raise it to the amounts in Articles 332 and 580 by 31 December 2026; otherwise they are deemed dissolved. Non-public joint stock companies in the registered capital system with issued capital of at least TRY 250,000 that do not raise their initial and issued capital to TRY 500,000 by that date are deemed to have left that system.

To make this easier, the law provides that general assemblies held for this capital increase need no meeting quorum, that decisions are taken by the majority of the votes present, and that privileged shares cannot be used against these decisions. The Ministry of Trade may extend the deadline by one year at a time, at most twice. At the time of writing (October 2026), the deadline in force is 31 December 2026.

The increase still requires a general assembly resolution, an amendment to the articles and registration with the trade registry. Where a partner lives abroad or does not cooperate, the formal calling of the meeting takes time, and a company can end up dissolved even though the majority wanted to continue.

The trade name of a joint stock or limited company must show its business subject and contain the words 'anonim şirket' or 'limited şirket'; where the name includes a real person's name or surname, the company type cannot be abbreviated (Art. 43). A name that cannot be told apart from one already registered anywhere in Turkey needs an addition (Art. 45). The words 'Türk', 'Türkiye', 'Cumhuriyet' and 'Millî' can be used in a trade name only by Presidential decision (Art. 46/3).

Registering a trade name does not register a trademark. Trademarks are registered separately with the Turkish Patent and Trademark Office (TÜRKPATENT) for the classes of goods and services the business uses. Disputes often begin when someone else registers the brand first and the business finds it cannot use the name it has built.

The articles of association (esas sözleşme for a joint stock company, şirket sözleşmesi for a limited company) are prepared in the Central Registry System (MERSİS). For a limited company they state at least the trade name and seat, the business subject, the capital with the number, nominal value and any privileges of the shares, the managers' names and nationalities, and the form of the company's announcements (Art. 576). The required content for a joint stock company is described in the section on incorporating a joint stock company below.

The standard template covers the legal minimum. Clauses on management, signing authority, share transfers, pre-emption rights, exit and deadlock are where the partners' real arrangements are written down, and these are the clauses that matter when the partners later disagree.

For a joint stock company, the founders' signatures are notarised or the articles are signed before the trade registry director or deputy (Art. 339/1). For a limited company, the founders sign the articles before authorised trade registry staff (Art. 575). The company acquires legal personality on registration (Art. 355/1), and the registration is announced in the Turkish Trade Registry Gazette.

Those who act in the company's name before registration are personally and jointly liable for those transactions, unless it was clearly stated that they acted for the company to be formed and the company accepts the commitments within three months after registration (Art. 355/2).

Before registration, the Competition Authority share is paid: four per ten thousand (0.04%) of the capital of a new joint stock or limited company, and of the increased amount in a capital increase (Law No. 4054, Art. 39/1-c). For a joint stock company, at least a quarter of the cash capital is also deposited in the special bank account described above. Notary, registry and gazette fees change every year and are paid according to the current tariffs.

After registration, the company's tax registration is completed, its books are set up, and the bank account is opened. Books kept on paper are certified by a notary at formation, before they are used (Art. 64/3). The company also obtains the licences its activity needs, for example a workplace licence from the municipality.

When the company hires staff, employees are notified to the Social Security Institution (SGK) before they start work (Law No. 5510, Art. 8/1), and foreign employees need a work permit before starting. Employment questions are covered on our employment law page.

The articles of association must state the company's trade name and seat, its business subject, the capital with the par value of each share and the form and conditions of payment, whether shares are registered or bearer, any privileges and transfer restrictions, the number of board members and who may sign for the company, how general assemblies are called and voting rights, how announcements are made and the financial year (Art. 339/2). The first board members are appointed in the articles. Missing any of these elements can lead the trade registry directorate to refuse the registration application.

Assets that are free of limited real rights, attachments and injunctions, that can be valued in money and that can be transferred, including intellectual property rights, can be contributed as capital in kind; services, personal labour, commercial reputation and receivables not yet due cannot (Art. 342). Their value is determined by experts appointed by the commercial court of first instance at the company's seat, and the expert decision approved by the court is final (Art. 343). This protects shareholders and creditors who rely on the company's stated capital being real.

After registration the company must keep a share ledger, a board resolution book and a general assembly minute book in addition to its accounting books; these are important evidence of the company's internal workings and the resolutions adopted. Books kept on paper receive their opening certification from a notary before use (Art. 64/3), and commercial books and their supporting documents are kept for ten years (Art. 82/5). Failing to keep them properly can work against the company or its managers in a later dispute.

A limited liability company may be formed with a single partner but may not have more than fifty (Art. 574/1). Where the company is formed with one partner, or the number falls to one, the managers register and announce that partner's name, residence and nationality (Art. 574/2). Partner liability is limited as described above; public debts are the main exception, and a personal surety signed for a company loan is a separate personal obligation that the limited liability of the company does not affect.

Unlike the board of directors of a joint stock company, a limited liability company may be managed by one or more of its partners, or by an appointed manager who is not a partner; at least one partner must, however, hold management and representation authority (Art. 623/1). The duties and powers of managers may be set out in detail in the articles of association.

Managers owe a duty of care and loyalty, and unless the articles provide otherwise or all other partners consent in writing, they may not engage in activities that compete with the company (Art. 626). The general assembly can remove managers, and any partner can ask the court to remove or restrict a manager's powers for just cause, such as a serious breach of the duty of care and loyalty (Art. 630).

The steps of incorporation, drafting the articles of association, signing before the trade registry and registration, largely mirror those of a joint stock company. Because the minimum capital is lower (TRY 50,000 against TRY 250,000), no part of the capital has to be paid before registration, and a single manager can suffice in place of a board, formation and annual running costs are generally more economical for small and medium-sized businesses.

Applications are made in Turkey directly to the Ministry of Labour and Social Security, or abroad through the Turkish embassy or consulate in the country of the foreigner's citizenship or legal residence (Art. 7/1). The Ministry assesses them under the international labour force policy and the criteria it sets (Art. 7/4, 7/6); for companies with foreign partners these criteria look at factors such as paid-in capital, turnover or exports and the number of Turkish employees. Where the file is complete, the application is decided within thirty days (Art. 7/8).

The first permit is valid for up to one year; extensions with the same employer are granted for up to two years and then up to three years (Art. 10/1-2). Foreigners with a long-term residence permit or at least eight years of legal work permits can apply for an indefinite work permit (Art. 10/3). A valid work permit counts as a residence permit (Law No. 6458, Art. 27/1).

Professionals may be given an independent work permit to work in their own name and account, subject to special conditions in other laws (Law No. 6735, Art. 10/6). In assessing such a permit, the Ministry considers the foreigner's education, professional experience, contribution to science and technology, the effect of the activity or investment on the economy and employment and, for a foreign company partner, the partner's capital share (Art. 10/7).

The Law on Foreigners and International Protection No. 6458 allows a short-term residence permit for foreigners who will establish commercial connections or a business in Turkey (Art. 31/1-c), and for foreigners who do not work in Turkey but make an investment of the scope and amount set by the President (Art. 31/1-j). Short-term permits in the business category are granted for up to two years at a time (Art. 31/2). The migration authority looks at the company's real activity, not just its registration.

The Regulation on the Implementation of the Turkish Citizenship Law lists the investment routes to exceptional citizenship (Art. 20/2). Two of them concern companies: a fixed capital investment of at least USD 500,000 or its equivalent, determined by the Ministry of Industry and Technology, and creating employment for at least 50 people, determined by the Ministry of Labour and Social Security. A company registered with high capital on paper does not meet these conditions by itself; the investment or employment has to be determined by the relevant ministry.

A residence permit based on a company depends on the company continuing its business. Our guide to permanent residence in Turkey explains the long-term residence permit, which does not depend on a company. Founders who become resident in Turkey may also read about Turkey's 20-year tax exemption for foreign income; it concerns income earned outside Turkey, while income earned in Turkey stays taxable.

Branches in Turkey of businesses whose head office is abroad are registered like domestic businesses, subject to their home country's rules on trade names, and a fully authorised commercial representative resident in Turkey is appointed (Commercial Code, Art. 40/4). A branch is not a separate legal person, so the foreign parent answers for its obligations. The rule on legal representatives' liability for uncollectable public debts also applies to the representatives in Turkey of foreign persons and institutions (Law No. 6183, repeated Art. 35).

A subsidiary is a Turkish limited or joint stock company owned wholly or partly by the foreign parent. It is a separate legal person, so its debts are its own, and the parent's exposure follows the rules for partners or shareholders described on this page. Where the subsidiary is a limited company, the foreign parent as a partner falls under the public debt rule in Law No. 6183, Art. 35.

The Foreign Direct Investment Law allows foreign companies to open a liaison office on condition that it carries out no commercial activity in Turkey (Art. 3/h). In practice a liaison office handles market research, coordination and representation, and its expenses are met with funds sent from abroad. Under the Implementing Regulation, the first permit is granted for up to three years for the declared activities, and the office submits an annual information form by the end of May (Art. 8).

The ordinary general assembly is held within three months after the end of each financial year (Arts. 409, 617). It deals with the financial statements, the annual report, the use of profit, dividends and the discharge of the board members or managers. Its minutes are among the first documents examined in any later dispute between partners.

The general corporate tax rate is 25% of the company's profit; banks and certain financial companies pay 30% (Corporate Tax Law No. 5520, Art. 32/1). Advance tax is paid during the year on the same rate (Art. 32/2), and the annual return is filed from the first to the 25th day of the fourth month after the end of the financial year, which is April for companies whose financial year is the calendar year (Art. 14/3). The general VAT rate is 20%, with reduced rates for some goods and services. Tax questions, including penalties and disputes with the tax office, are covered on our tax law page.

Every merchant, including every company, keeps commercial books that show its transactions and financial position clearly (Art. 64/1). Books, financial statements, correspondence and supporting documents are kept for ten years (Art. 82/5). The accountant keeps the books, but legal responsibility for filings and records stays with the company and its management.

Registered shares change hands as a rule by endorsement together with delivery (Art. 490/2). Where the articles of a non-listed company require the company's approval, the company may refuse only on a significant ground stated in the articles, or by offering to take over the shares at their real value at the time of the application (Art. 493/1). Bearer shares are transferred by delivery, but the transfer has effect against the company and third parties only when the acquirer notifies the Central Registry Agency (Merkezi Kayıt Kuruluşu, MKK); until then the acquirer cannot exercise the rights attached to the shares (Art. 489/1).

A share transfer requires a written agreement with the parties' signatures notarised. Unless the articles provide otherwise, the transfer needs the general assembly's approval and becomes valid with it; the general assembly can refuse without giving reasons, and the articles can even prohibit transfers. If the general assembly does not refuse within three months of the application, approval is deemed given, and if transfer is banned or refused, the partner's right to leave for just cause remains (Art. 595).

The managers apply to the trade registry to register the transfer; if they do not do so within thirty days, the departing partner can apply to have his or her name removed (Art. 598). The seller remains jointly liable with the buyer for public debts relating to the period before the transfer (Law No. 6183, Art. 35). Our guide on how to exit a limited company in Turkey explains the routes for a partner who wants to leave.

A capital increase may be funded internally, from reserves or undistributed profit held within the company, or externally, through new shares subscribed by existing shareholders or incoming investors. Except for increases from internal sources, a joint stock company cannot increase its capital while the cash amounts of existing shares remain unpaid (amounts that are insignificant compared with the capital aside), and the resolution becomes invalid if the increase is not registered within three months (Art. 456/1, 456/3).

Existing shareholders have a pre-emption right to new shares in proportion to their holdings; in a joint stock company it can be restricted or removed only for just cause and with the votes of at least 60% of the capital, and shareholders are given at least fifteen days to use it (Art. 461). In a limited company the capital increase and any restriction of pre-emption rights need the qualified majority of two-thirds of the votes represented together with the absolute majority of the entire voting capital (Arts. 591, 621/1-d, 621/1-e).

A joint stock company's general assembly is called by an announcement on the company's website and in the Turkish Trade Registry Gazette at least two weeks before the meeting, not counting the days of announcement and meeting (Art. 414). Unless the law or the articles require more, the meeting needs shareholders representing at least one-quarter of the capital, and decisions are taken by the majority of the votes present (Art. 418).

A limited company's general assembly is called by the managers at least fifteen days before the meeting; the articles can extend this or shorten it to ten days (Art. 617/2). Unless a partner asks for an oral discussion, resolutions can also be taken by the other partners' written approval of a proposal, provided the same proposal is put to all partners (Art. 617/4). Ordinary resolutions need the absolute majority of the votes represented (Art. 620), while important resolutions need two-thirds of the votes represented together with the absolute majority of the entire voting capital (Art. 621).

Resolutions contrary to the law, the articles or, in particular, the rule of good faith can be challenged by an annulment action at the commercial court of first instance at the company's seat within three months of the resolution (Art. 445). The action can be brought by shareholders who attended, voted against and had their dissent recorded in the minutes; by shareholders who claim the meeting was not properly called or held and that this affected the resolution; by the board; and by board members whose personal liability would be engaged (Art. 446). Certain resolutions, such as those that remove non-waivable shareholder rights or disrupt the company's basic structure, are void (Art. 447). The same rules apply to limited companies (Art. 622).

Only partly. A general assembly resolution discharging a board member covers the facts that were disclosed, and removes the right to sue only of the company, of the shareholders who voted for the discharge and of those who acquired shares knowing of it; other shareholders' right to sue lapses six months after the discharge (Art. 558). Liability arising from formation and capital increases cannot be removed by settlement or discharge until four years after the company's registration (Art. 559). A discharge therefore does not protect a board member against claims by creditors, or against matters that were not disclosed to the assembly.

A compensation claim against those responsible becomes time-barred two years after the claimant learns of the damage and the person responsible, and in any case five years after the act that caused the damage. Where the act is also a crime with a longer limitation period under the Turkish Criminal Code, that longer period applies to the compensation claim (Art. 560).

Every partner in a limited company can ask the managers for information about all of the company's business and accounts and can inspect specific matters. Managers can restrict this only where there is a risk that the information will be used against the company; if the general assembly then refuses unjustly, the court decides on the partner's request, and its decision is final (Art. 614). In a joint stock company, financial statements and reports are made available to shareholders at least fifteen days before the general assembly, shareholders can ask for information at the meeting (Art. 437), and a special audit of specific events can be requested (Art. 438).

The articles may give partners a right to exit on stated conditions, and every partner can sue for a court order allowing him or her to leave for just cause; during the lawsuit the court may freeze some of the claimant's rights and duties or take other protective measures (Art. 638). The other partners are informed and have one month to join the exit (Art. 639). A partner who leaves is entitled to an exit payment equal to the real value of the shares (Art. 641/1), usually established by an expert valuation.

The articles may list grounds on which the general assembly can expel a partner; the expelled partner can sue to annul the resolution within three months of being notified through a notary, and the company can also ask the court to expel a partner for just cause (Art. 640). These resolutions need two-thirds of the votes represented together with the absolute majority of the voting capital (Art. 621/1-h), and adding expulsion grounds to the articles later requires the unanimous vote of all partners (Art. 621/3).

Many Turkish limited companies have exactly two partners. The Court of Cassation's Assembly of Civil Chambers held on 5 July 2023 (E.2022/63, K.2023/722) that in a two-partner company the qualified majority of Article 621 is not reached by one partner alone, however large that partner's share. In such companies, the court route often becomes the practical option.

Where just cause exists, any limited company partner can ask the court to dissolve the company, and the court may instead order that the claimant be paid the real value of the shares and leave, or choose another suitable solution (Art. 636/3). In a joint stock company, holders of at least one-tenth of the capital (one-twentieth in listed companies) can seek dissolution for just cause, and the court may again order a payout instead (Art. 531).

Standard articles do not answer questions such as what happens if one partner wants to leave, how the shares are valued, who signs for the bank account, or how a deadlock is broken. These matters are usually regulated in a written shareholders' agreement alongside the articles. Rules that must bind the company itself, such as transfer restrictions or expulsion grounds, are written into the articles, because a private agreement binds only its signatories.

For disputes arising from investment contracts governed by private law, the Foreign Direct Investment Law allows national or international arbitration or other dispute resolution methods, where the conditions in the relevant legislation are met and the parties agree (Art. 3/e). Shareholders' agreements often include an arbitration clause. Disputes over real rights in immovable property and matters not subject to the parties' free will are not arbitrable (Code of Civil Procedure, Art. 408), so whether a particular claim can go to arbitration depends on the claim.

A company ends, among other cases, by a general assembly resolution, by a ground in the articles or by bankruptcy (Arts. 529, 636). It then enters liquidation, keeps its legal personality until the end of liquidation and uses its trade name with the words 'in liquidation' (tasfiye hâlinde) (Art. 533). The board or managers act as liquidators unless others are appointed, and at least one liquidator with representation authority must be a Turkish citizen resident in Turkey (Art. 536).

Known creditors are informed by registered letter, and the others by three announcements made one week apart in the Turkish Trade Registry Gazette and on the company's website, calling them to report their claims (Art. 541). The remaining assets cannot be distributed to the shareholders until three months have passed from the third announcement, unless the court allows earlier distribution (Art. 543/2). After liquidation, the liquidators request deletion of the company from the register (Art. 545). If further liquidation work is found to be necessary later, the court can order the company to be re-registered for that purpose (Art. 547).

Leaving the country does not end the company's obligations. Returns and penalties continue, and public debts can be pursued against the managers and the partners under Law No. 6183. These obligations end through completed liquidation or a formal transfer of the shares and management, not through departure. Travel restrictions are a separate question, covered in our exit ban guide.