Incorporation Procedures for Real Estate Companies in Turkey
Establishing a real estate company in Turkey requires compliance with the Turkish Commercial Code, Tax Procedures Law, and other relevant legislation. This article outlines, in detail, the step-by-step incorporation process for domestic and foreign investors seeking to form a real estate company in Turkey, especially for the purposes of property investment, development, leasing, and brokerage.
1. Determining the Legal Structure
Before initiating the formal process, the investor must choose the most suitable type of company. The most commonly used legal entities in the Turkish real estate sector are:
a. Limited Liability Company (Ltd. Şti.)
- Minimum Capital: 10,000 TL
- Shareholders: 1–50 natural or legal persons
- Management: At least one manager required
- Liability: Limited to the amount of subscribed capital
b. Joint Stock Company (Anonim Şirket – A.Ş.)
- Minimum Capital: 250,000 TL
- Shareholders: Minimum 1, no upper limit
- Management: Board of Directors
- Public Listing: Possible (especially for large-scale development projects)
Real estate developers, construction firms, and property investment companies usually prefer A.Ş. due to its flexibility in capital structure and ability to attract investors or go public.
2. Drafting the Articles of Association
The Articles of Association (AoA) is the legal charter of the company. It must specify:
- Company name and headquarters
- Business purpose and field of activity
- Capital structure and shareholding
- Management and representation rules
- Duration of the company
- General assembly procedures
In real estate companies, the purpose clause typically includes phrases such as:
“…to purchase, sell, lease, rent, manage, and develop real properties; to undertake construction works; to act as a real estate broker and consultant…”
The drafting is done electronically via the MERSİS system (Central Registry System).
3. Registration Process via MERSİS
The following procedural steps are executed digitally through the MERSİS portal:
a. Name Reservation
- Unique trade name must be selected and approved by the system.
b. Completion of the AoA
- Final AoA uploaded electronically and approved with e-signature.
c. Capital Declaration
- For joint stock companies, 25% of the capital must be deposited into a temporary blocked bank account before registration (the rest can be paid within 24 months).
4. Submission to the Trade Registry Office
Once the MERSİS steps are completed, physical submission to the local Chamber of Commerce / Trade Registry Office is required.
Documents include:
- Notarized AoA (or MERSİS-generated version)
- Identity documentation of shareholders and managers
- Bank certificate showing capital deposit (for A.Ş.)
- Lease contract for office premises
- Signature declarations
- Chamber registration forms
Upon registration:
- A company registration number is issued
- The company is published in the Turkish Trade Registry Gazette
- A legal entity is officially born
5. Tax and Social Security Registration
After Trade Registry approval, the following steps are carried out:
a. Tax Office
- Company is registered for tax purposes
- Tax ID number is generated
- Legal books are certified (e.g., share ledger, inventory book)
b. Social Security Institution (SGK)
- If any employees are planned to be hired, social security registration is mandatory
c. Workplace Opening Notification
- Filed with the local municipality for compliance and inspection
6. Optional: Real Estate Office Licensing (If Brokerage Will Be Performed)
If the company will act as a real estate agent (broker), it must comply with the Regulation on Real Estate Trade:
- Apply for Real Estate Trading Authorization Certificate
- At least one staff member must have Level 5 MYK Real Estate Consultant Certificate
- Premises must meet technical and accessibility standards
- Listed in the Real Estate Trade Information System (TTBS)
7. Foreign Shareholders: Additional Requirements
If the company has foreign shareholders, the following must be observed:
- Certified passport copies, sworn translations, and notarizations
- POAs for Turkish representatives (if any)
- Notification to the Ministry of Trade’s Foreign Investment Unit
- Title Deed Law (Article 35): Certain zones (military, special security areas) are restricted for companies with foreign capital
8. Timeline and Costs
| Stage | Estimated Time | Notes |
|---|---|---|
| MERSİS Setup | 1–2 days | Name reservation, AoA |
| Trade Registry Application | 3–5 days | Physical submission |
| Tax and SGK Registrations | 1–3 days | After registry approval |
| Optional Licenses | 7–15 days | For real estate brokerage |
Total cost depends on:
- Company type
- Capital amount
- Notary and translation fees
- Tax and registry charges
9. Post-Incorporation Steps
After formation, the company may need:
- Bank account setup
- E-invoice and e-ledger activation
- Workplace insurance
- Real estate transaction license (if required)
Additionally, real estate companies engaging in construction projects must apply for:
- Construction license
- Municipality zoning approvals
- Contractor registration (if working on behalf of third parties)
Conclusion
Incorporating a real estate company in Turkey is a streamlined yet strictly regulated process. Investors should pay close attention to legal documentation, local compliance rules, and post-registration requirements. Engaging a qualified attorney and a financial advisor is strongly recommended to avoid procedural pitfalls.
For foreign entrepreneurs, the Turkish system is accessible, especially with recent digitalization efforts such as MERSİS. However, specific restrictions apply in terms of land ownership and zone-based limitations.
INTERN LAW FACULTY STUDENT
YAĞMUR YORULMAZ
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