Turkey’s growing economy, strategic geographic location, and dynamic financial markets make it an attractive destination for foreign and domestic investors who seek to establish financial companies. However, financial institutions such as financing companies, factoring firms, leasing companies, and electronic money institutions are highly regulated under Turkish law. Therefore, incorporation in this sector requires strict adherence to legal procedures, licensing conditions, and regulatory approvals—most notably by the Banking Regulation and Supervision Agency (BRSA / BDDK) and, in some cases, the Central Bank of Turkey (CBRT / TCMB).
This article outlines the comprehensive stages and legal framework required to establish a financial company in Turkey.
🔹 1. Choosing the Type of Financial Institution
The first step is to determine the specific type of financial company to be established, as each is subject to different legal requirements and capital obligations.
| Type of Financial Company | Regulatory Authority | Minimum Paid-in Capital (2025) |
|---|---|---|
| Financing Company | BRSA (BDDK) | TRY 100 million |
| Factoring Company | BRSA (BDDK) | TRY 50 million |
| Financial Leasing Company | BRSA (BDDK) | TRY 50 million |
| Consumer Finance Company | BRSA (BDDK) | TRY 100 million |
| Electronic Money Institution | CBRT + BRSA | TRY 50 million |
| Payment Service Provider | CBRT + BRSA | TRY 20 million |
| Portfolio Management Company | Capital Markets Board | TRY 5–10 million |
✅ Note: All capital must be paid in cash and upfront into a bank account before the application is submitted.
🔹 2. Legal Entity Formation
Under the Turkish Commercial Code No. 6102, financial institutions must be established as joint-stock companies (anonim şirket).
Basic requirements include:
- A minimum of one shareholder (individual or legal entity)
- Minimum of one board member, preferably with financial sector experience
- Company name, registered address, and articles of association (AoA)
However, in the financial sector, the AoA must contain specific clauses mandated by the regulator. These are subject to BRSA pre-approval before notarization and registration.
🔹 3. Pre-Approval from the Regulatory Authority (BRSA or CBRT)
Before the company can be registered with the Trade Registry, it must obtain preliminary approval (permission to establish) from the relevant authority.
Application documents for BRSA include:
- Petition and Application Form
- Draft Articles of Association
- Shareholder resumes and criminal record certificates
- Financial background reports of shareholders
- Proof of minimum capital payment
- Detailed business plan (covering 3–5 years)
- Organizational structure and compliance scheme
- Independent auditor engagement letter
- Internal control, risk management, and IT infrastructure outline
The BRSA evaluates:
- The integrity, honesty, and financial soundness of the founders
- The sufficiency of the business model and technological infrastructure
- The capability of the founders to operate a regulated financial institution
Upon positive evaluation, “Permission for Establishment” is granted.
🔹 4. Company Incorporation at the Trade Registry
Once permission is obtained:
- The company founders notarize the AoA as approved by BRSA
- Submit required documents to the Istanbul Trade Registry (or other jurisdiction)
- Obtain the company registration certificate
- Register with the tax office
- Open official bank accounts
- Apply for Social Security (SGK) and Employment Agency (İŞKUR) registration
🔹 5. Obtaining the Operating License
After incorporation, the company is not yet authorized to operate. It must now apply for a “License to Operate” from BRSA or CBRT, depending on its business area.
This phase involves:
- Submitting proof of company registration
- Evidence that internal systems (e.g., compliance, risk, internal audit) are fully functional
- Appointment of qualified senior management
- IT systems audit
- Proof of office readiness and staffing
- Establishment of secure payment/transaction monitoring systems
If all conditions are met, the regulator grants a final license, which is published in the Official Gazette.
🔹 6. Membership to Sectoral Unions
Once the license is issued, the company must apply for membership to the relevant sectoral organization:
- Turkish Financial Leasing, Factoring and Financing Companies Association (FKFB)
- Turkish Payment and Electronic Money Institutions Association (TÖDEB)
- Capital Markets Association of Turkey (for SPK-regulated firms)
Membership is mandatory and ensures participation in industry compliance training, reporting obligations, and market supervision.
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