⚖️ Introduction
In Turkey’s dynamic and liberalized energy sector, establishing a company is the foundational legal step before participating in any licensed activity, such as electricity generation, distribution, or renewable energy investments. While the Turkish Commercial Code (Law No. 6102) governs the general company setup, energy companies must also comply with sector-specific regulations enforced by the Energy Market Regulatory Authority (EMRA / EPDK).
This article presents a detailed, step-by-step guide to incorporating a company in Turkey, with a focus on energy market participants, including foreign investors and renewable energy developers.
1️⃣ Pre-Incorporation Checklist
Before initiating the legal formation, founders must prepare:
- Selection of legal form: Joint Stock Company (A.Ş.) or Limited Liability Company (Ltd. Şti.)
- Company name reservation
- Registered office address
- Founders’ identity/passport copies
- Initial capital decision
- Draft Articles of Association (AoA) aligned with both the Turkish Commercial Code (TCC) and, where applicable, EMRA regulations
For energy companies, the Joint Stock Company (JSC) is typically mandatory if applying for generation or distribution licenses.
2️⃣ Drafting the Articles of Association (AoA)
The Articles of Association (Ana Sözleşme) is the cornerstone document defining the company’s:
- Name and headquarters
- Purpose and business activities (must include energy activities clearly)
- Capital and shareholding structure
- Governance (Board of Directors or Managers)
- Profit distribution
- Duration and termination clauses
For companies planning to operate in the energy sector, special clauses must be inserted to reflect EMRA licensing conditions, regulated activity codes, and compliance obligations.
3️⃣ MERSIS Registration: Digital Company Formation
Turkey uses an integrated system called MERSIS (Central Registry System). The AoA is uploaded and generated through this system.
Steps:
- Apply online via mersis.gtb.gov.tr
- Submit shareholder and director details
- Generate the AoA electronically
- Book an appointment at the Trade Registry Office (Ticaret Sicil Müdürlüğü)
MERSIS generates a unique company ID and pre-validates your company information before formal registration.
4️⃣ Opening a Capital Deposit Account
The founding shareholders must:
- Open a temporary bank account in the name of the company (pre-registration)
- Deposit at least 25% of the committed capital (for A.Ş.)
- Obtain a bank letter confirming the deposit
The remaining capital must be paid within 24 months of registration.
5️⃣ Notary and Trade Registry Application
The following documents are notarized:
- AoA (if not fully digital)
- Signature declarations of directors
- Shareholders’ decision to form the company
These, along with the capital deposit letter and MERSIS registration, are submitted to the Trade Registry Office, which:
- Reviews documents
- Issues the Registration Certificate (Ticaret Sicil Gazetesi)
Once published in the Turkish Trade Registry Gazette, the company becomes a legal person.
6️⃣ Obtaining Tax ID and Social Security Registration
Post-registration, companies must:
- Apply for a Tax Identification Number (Vergi Numarası) from the Tax Office
- Register with the Social Security Institution (SGK) for employees
- Set up e-signature certificates for official communication with EMRA or other authorities
7️⃣ Opening the Official Bank Account
After obtaining the registration certificate and tax ID:
- Open a permanent bank account
- Transfer the remaining capital (if any)
- Establish banking relationships for project finance, power purchase agreements (PPAs), or international payments
8️⃣ Sector-Specific: Preparing for EMRA Licensing
If the energy company plans to engage in licensed activities, it must:
- Prepare technical and financial documentation
- Submit feasibility reports, grid approvals, and capacity information
- Apply for a Generation, Distribution, or Supply License from EMRA
Note: Only companies registered as A.Ş. are eligible for most EMRA licenses.
9️⃣ Timelines and Estimated Costs
| Step | Estimated Duration | Estimated Cost (TRY) |
|---|---|---|
| MERSIS Pre-approval | 1–2 days | Free |
| Notary & Registry | 2–4 days | 5,000 – 15,000 |
| Capital Deposit | Immediate | Capital-dependent |
| Tax & SGK Registration | 2–3 days | Free |
| EMRA License Application | 3–6 months | 30,000+ |
🔟 Foreign Investors: Additional Notes
- No citizenship requirement to establish a company
- Must appoint a legal representative in Turkey
- May require approval from the Ministry of Energy, depending on activity
- Must comply with Foreign Direct Investment Law (FDI No. 4875)
✅ Conclusion
Incorporating a company in Turkey, especially in the energy sector, is a layered process that blends general commercial law with strict sectoral oversight. By following the correct procedural steps and legal documentation, you pave the way for seamless licensing, regulatory compliance, and investment credibility.
Working with a local law firm familiar with energy law and EMRA regulations is highly recommended for both domestic and foreign players.
INTERN LAW FACULTY STUDENT
YAĞMUR YORULMAZ
Yanıt yok