New Transport Company in Turkey: Legal Guide for Foreign Founders

New Transport Company in Turkey: Legal Guide for Foreign Founders

This note explains, in practical terms, how a foreign investor can establish a new transport company in Turkey (“new transport company in Turkey”) and obtain the operational licenses required to move goods by road. It focuses on company formation, sector-specific permits (Karayolu Taşıma mevzuatı), labor and data compliance, tax/e-document obligations, and typical deal points with shippers and subcontractors.

Company vehicle and corporate form
Most foreign founders choose a limited liability company (Limited Şirket / “Ltd. Şti.”) or a joint-stock company (Anonim Şirket / “A.Ş.”). Both allow 100% foreign ownership, but they differ on governance and exit options: an A.Ş. is often preferable if you plan to raise equity, use share options, or list debt instruments; an Ltd. Şti. is faster and cheaper to set up and is perfectly adequate for a pure operating “new transport company in Turkey.” You will need a registered office lease, articles of association in Turkish, tax registration, and a bank account. Managers do not need to be Turkish citizens; however, foreign directors/officers intending to reside and work in Turkey must obtain work permits.

Sector licenses: pick the right model first
Before you draft your articles or your business plan, pick the operating model and match it with the corresponding license class under the road transport framework:
• Carrier with own fleet, domestic: typically K1 authorization certificate.
• Carrier with own fleet, international for hire/reward: typically C2 authorization certificate.
• Transport organizer/broker (no own fleet), domestic: typically R1.
• Transport organizer/broker, international: typically R2.
• Integrated forwarding/3PL across modes: consider the TİO (Taşıma İşleri Organizatörü) authorization in addition to or instead of R-class certificates, depending on your product mix.
Licensing practice checks capital/asset thresholds (e.g., minimum equity, minimum number and tonnage of vehicles where applicable), professional competence and good repute of managers, and operational readiness (garage/parking, maintenance plans). Map these conditions into your cap table and first-year CAPEX plan so you don’t undercapitalize your “new transport company in Turkey.”

Fleet and technical compliance
If you operate your own vehicles, plan for:
• Vehicle ownership/lease documentation, registration and inspection; ADR-compliant equipment for dangerous goods if relevant.
• Digital tachograph compliance and data retention.
• Insurance stack: compulsory traffic, carrier’s liability (CMR for international carriage), cargo insurance where agreed, employer’s liability, and general liability.
• Telematics and tracking: clearly inform drivers and contractors about monitoring and ensure data minimization.
• Maintenance logs and defect reporting; align your OEM warranties with uptime SLAs in shipper contracts.

People, training, and safety
Drivers must have the required professional certificates (SRC), psychotechnical evaluations, periodic medical checks, and (for ADR) specialized training. Your OHS (İSG) program must include risk assessments, emergency plans, personal protective equipment policies, and incident reporting. Use written procedures for loading/unloading, securing cargo, and shift/overtime management. Employment contracts should reflect variable hours, per-diem practices, and disciplinary rules compliant with Turkish labor law. Subcontracted drivers (if you use them) should be engaged via written carrier agreements that allocate liability, insurance, and compliance duties—avoid de facto employment.

Digital reporting and customs interface
You must integrate with U-ETDS (the electronic transport data system) and keep your master data (vehicles, drivers, routes) current. If you act as organizer or handle cross-border legs, align your processes with customs/CMR documentation flows and—if your model justifies it—work toward Authorized Economic Operator (YYS/AEO) status with eligible partners. For temperature-controlled or pharma flows, implement validated data logging and recall/exception procedures.

Tax, e-documents, and invoicing
Transport services are subject to VAT (with exemptions for certain international legs). Register for e-Invoice/e-Archive and e-Dispatch (e-İrsaliye) early; many shippers will require them from day one. Keep a close eye on withholding tax triggers in subcontracting and on stamp tax for certain agreements. For foreign shareholders, plan repatriation via dividends, intercompany services, or lease structures; transfer pricing documentation and benchmarking are essential if you use group tractors/trailers or management services.

Real estate, depot, and environment
If you operate a depot, cross-dock, or parking yard, obtain the relevant municipal permits and fire safety approvals. Dedicated cold-chain facilities must meet temperature mapping and equipment calibration standards. For ADR or waste/returns flows, add environmental permits, spill response plans, and specialized insurance. Leases should include heavy-vehicle access rights, yard rules, and options to scale.

Data protection (KVKK) and telematics
A “new transport company in Turkey” processes driver, customer, and consignment data at scale. Prepare KVKK-compliant notices, registers of processing, and third-party data processing agreements (TMDPA). Dashcams and GPS are lawful when proportionate and transparent; adopt retention schedules and role-based access. If you use AI-based route optimization or risk scoring, document your legitimate interest assessment.

Contracts, liability, and claims
Shipper framework agreements should define service levels (on-time pickup/delivery, temperature, POD time), liquidated damages, and force majeure. Limit your exposure with standard CMR/Turkish carrier liability rules, exclusions for inherent vice, and caps linked to SDRs where applicable. Claims handling SOPs (notice windows, surveyors, salvage) and subrogation clauses with insurers will materially reduce leakage. For organizer models (R1/R2/TİO), clarify your status as principal vs agent on each leg and align your insurance accordingly.

Timeline and critical path
• Week 1–2: Choose corporate form, draft AoA, secure office lease, file incorporation, obtain tax number and bank account.
• Week 2–4: Prepare license application package (capitalization proof, responsible manager documents, vehicle lists/leases, facility evidence).
• Week 3–6: Submit for authorization certificate; in parallel, procure insurance, integrate U-ETDS, enroll in e-documents, and recruit key staff.
• Week 6+: Fleet onboarding, route pilots, and first shipper audits.

Practical checklist for a new transport company in Turkey

1. Corporate: AoA aligned to “road transport and logistics,” authorized signatories, and board/manager resolutions covering licensing.
2. Finance: Equity paid-in to meet license thresholds; FX risk policy for fuel/lease costs; fuel card and maintenance contracts.
3. Compliance: License class secured (K1/C2/R1/R2/TİO), U-ETDS live, insurance in force, SRC/ADR training tracked, OHS system documented.
4. Commercial: Standard operating procedures, tariff and surcharge policy (fuel, tolls, waiting time), subcontractor vetting, and dispute resolution clauses.
5. Data: KVKK documentation, driver consent/notice records, and retention rules for tachograph/telematics and consignment data.

With the right capitalization, the correct license class, and disciplined compliance on safety, data, and insurance, a foreign-owned “new transport company in Turkey” can be incorporated quickly and start operations on a bankable, audit-ready footing.