Introduction
Company Formation in Turkey is a priority topic for foreign investors who want legal certainty, bankability, and a friction-less market entry. Because Company Formation in Turkey sits at the intersection of foreign investment rules, corporate law, tax and data protection, a well-structured plan can compress timelines and mitigate compliance risk from day one. This guide summarizes the legal framework and its remedies—from entity selection and minimum capital to registration workflows, governance, and practical redress if an authority or counterparty stalls your file.
1) Legal framework at a glance
- Foreign Direct Investment (FDI): Türkiye’s FDI Law No. 4875 enshrines national treatment and a notification-based regime, so foreign investors generally have the same rights and obligations as locals (sectoral carve-outs aside). This equal-treatment principle is your baseline for Company Formation in Turkey.
- Corporate law: The Turkish Commercial Code (TTK, No. 6102) governs joint-stock (A.Ş.) and limited liability (Ltd. Şti.) companies, directors/managers, general assemblies, and financial reporting.
- Minimum capital (critical update): As of 1 January 2024, minimums increased: A.Ş. = TRY 250,000, Ltd. Şti. = TRY 50,000; and for non-public A.Ş. using the registered capital system = TRY 500,000. Plan capitalization accordingly.
- Capital payment schedule: For A.Ş., at least 25% of cash capital is paid before registration; the balance is due within 24 months. For Ltd. Şti., cash contributions can also be completed within 24 months after registration.
- Data protection: The KVKK (Law No. 6698) requires technical/organizational safeguards and, for many controllers (including foreign-owned entities), VERBIS registration. Factor this into your Day-1 checklist.
2) Choosing the right vehicle
When planning Company Formation in Turkey, match your risk/scale profile to the form:
Joint-Stock Company (A.Ş.)
- Suitable for scale, multiple investors, and exit readiness; shares are freely transferable (subject to AoA).
- New minimum capital TRY 250,000 (or TRY 500,000 for registered capital system).
- Board of directors (single or multi-member), audited thresholds per TTK; 25% cash capital before registration.
Limited Liability Company (Ltd. Şti.)
- Efficient for SME or project vehicles; one or more shareholders.
- New minimum capital TRY 50,000; flexible management via “managers” (müdür).
Branch vs. Liaison Office
- Branch: Part of a foreign parent (no separate legal personality); taxed on Turkish-source profits.
- Liaison office: Non-commercial scope (market research, representation). Requires Ministry approval under the liaison office regulation; engaging in commerce is prohibited.
3) Step-by-step incorporation workflow
A robust timeline keeps Company Formation in Turkey on track:
- Name & AoA drafting (MERSİS) – Reserve the trade name; draft Articles of Association with share classes (if any), manager/board powers, transfer restrictions, and registered capital system if A.Ş.
- UBO/KYC pack & apostilles – Prepare shareholder IDs, corporate docs (good-standing/registry extracts), and apostille + sworn translations.
- Capital & banking – For A.Ş., deposit 25% of cash capital pre-registration to the blocked account; obtain capital deposit letter.
- Trade Registry filing – Submit AoA, manager/board appointment, signatory circulars; obtain registration certificate and tax number.
- Post-registration – Open operational bank accounts; e-signature, KEP address, e-tebligat activation; engage an SMMM (CPA) for bookkeeping and e-invoice/e-archive set-up.
- Employment & immigration – If expatriate executives will work onshore, align roles with work permit/residence tracks.
- Data protection – Map processing activities, adopt KVKK notices/consents, and register with VERBIS if thresholds apply.
4) Governance, compliance & risk controls
Sound governance underpins Company Formation in Turkey beyond day one:
- Decision-making: Clear signature matrix (temsil ve ilzam), board/manager resolutions calendar, related-party transaction policy.
- Accounting/tax: Timely VAT, withholding and corporate tax filings; transfer-pricing documentation if intra-group flows.
- Data & IT: KVKK policies, retention schedules, DPA templates with vendors, and DPIAs for high-risk processing. KVKK
- Sectoral licenses: Check if your industry (payments, energy, logistics, media, healthcare) requires prior licensing or notifications.
5) Remedies if something goes wrong
Even well-planned Company Formation in Turkey can face roadblocks. Typical issues—and proportionate remedies—include:
- Registry refusal or delay (e.g., name similarity, AoA defects): file a reasoned objection to the Trade Registry within statutory time; correct formalities and resubmit. Where a refusal is unlawful, pursue administrative/judicial review (TTK + general administrative law principles).
- Bank account hurdles (AML/KYC): escalate with the bank’s compliance unit in writing; if treatment appears discriminatory or arbitrary relative to regulations, lodge a complaint with the BRSA. Keep full UBO proofs and source-of-funds documents ready.
- Liaison office scope creep: if your activities risk being “commercial,” apply to convert to a company or open a branch to avoid revocation/penalties under the liaison office regime.
- Data-protection incidents: implement your breach-response plan; assess notification thresholds to the KVKK Authority and impacted data subjects; remediate and document controls to reduce sanction exposure. KVKK
- Capital planning errors (below minimums): for new incorporations or capital increases, align with the 2024 minimums (TRY 250k/50k/500k as relevant) before filing; registries will not finalize filings below thresholds.
Where contracts specify arbitration (e.g., ISTAC/ICC), use emergency measures for urgent relief. Otherwise, seek ihtiyati tedbir (pre-emptive injunction) in Turkish courts to protect rights (e.g., signatory disputes, share-transfer blocks) pending a merits decision.
6) Vehicle comparison (quick view)
- A.Ş. – Suitable for scale, fundraising, and complex cap tables; higher minimum capital; board-centric governance; easier share mobility.
- Ltd. Şti. – Leaner administration; contractual flexibility; now TRY 50,000 minimum capital; manager-centric control.
- Branch/Liaison – Branch for active trading with parent liability; Liaison for non-commercial presence with ministry oversight.
Conclusion
A successful Company Formation in Turkey blends accurate legal structuring with operational readiness: choosing the right vehicle, meeting 2024 capital thresholds, sequencing MERSİS–Registry–bank–tax–KVKK tasks, and embedding governance from day one. With clear escalation paths and proportionate remedies, foreign investors can convert administrative friction into manageable compliance steps and keep execution on schedule.
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