Establishing an Airline in Türkiye: How to Obtain an AOC and Commercial Air Transport Operating Licence

Introduction

Establishing an airline is fundamentally different from incorporating an ordinary commercial company. Purchasing or leasing aircraft, injecting capital and registering a company with the trade registry do not, by themselves, permit the company to commence commercial flight operations.

An undertaking intending to carry passengers and/or cargo for remuneration in Türkiye must establish a regulatory structure compliant with the Turkish Civil Aviation Act No. 2920, the Regulation on Commercial Air Transport Operators (SHY-6A) and the secondary legislation issued by the Turkish Directorate General of Civil Aviation (“DGCA” or “SHGM”) concerning operations, continuing airworthiness, maintenance, personnel, safety, security and financial fitness. SHY-6A is the principal regulation governing the licensing, ownership, management structure, fleet and financial requirements of Turkish commercial air transport operators.

The DGCA’s own licensing guidance refers to the principal authorisation as an “Operating Licence (AOC – Air Operator Certificate)”. Accordingly, the distinction commonly encountered under European Union law between an AOC and a separate economic Operating Licence should not automatically be transplanted into Turkish terminology. Within the Turkish SHY-6A framework, the operating licence/AOC constitutes the central regulatory authorisation demonstrating that the operator possesses the organisation, equipment, personnel, financial resources and operational capability required to conduct safe commercial air transport operations.

For an investor, therefore, the fundamental question is not simply whether aircraft can be purchased in Türkiye. It is whether the investor can establish an airline with an ownership and control structure, financial capacity, management organisation and operational system capable of obtaining DGCA approval.

1. Corporate Form

SHY-6A imposes specific corporate-form requirements.

An operator using aircraft with fewer than twenty passenger seats may generally be organised as either a joint-stock company or a limited liability company.

However, an operator engaging exclusively in cargo operations or operating aircraft with twenty or more seats must be established as a joint-stock company (anonim şirket) and must retain that corporate form throughout its operations.

The commercial centre of the airline must be located within Türkiye.

Furthermore, for airlines operating aircraft with twenty or more seats or conducting cargo-only operations, the company’s articles of association may not include activities outside aviation and aviation-related business.

The articles of association should therefore be structured with aviation regulation in mind before the AOC process begins.

2. Foreign Ownership and Effective Control

One of the most important regulatory issues in establishing a Turkish airline is ownership and control.

Under Article 9 of SHY-6A:

• at least 51% of the shares must generally be registered shares;
• the majority of the shares must be held by Turkish citizens;
• the majority of the board members must satisfy the Turkish ownership requirements;
• the majority of voting rights and effective control must remain with Turkish citizen shareholders.

A particularly important amendment entered into force in July 2024. Turkish shareholders’ shares may not be made subject to a usufruct or similar arrangement capable of undermining the statutory majority of voting rights and control.

This means that a formal 51% Turkish shareholding is not necessarily sufficient.

If, for example, a foreign investor effectively controls the company through:

• extensive veto rights;
• shareholders’ agreements;
• privileged shares;
• appointment rights;
• voting arrangements;
• usufruct rights; or
• other contractual mechanisms,

the DGCA may examine whether the Turkish ownership and control requirement has been circumvented.

The DGCA is also authorised, where necessary, to trace indirect ownership through corporate shareholders until the ultimate individual shareholders are identified. Certain share transfers and increases in existing shareholdings after preliminary permission or licensing require prior DGCA approval.

Foreign investment in a Turkish airline therefore requires a specific aviation-law ownership and control analysis, in addition to ordinary Turkish corporate-law advice.

3. Minimum Capital and Fleet Requirements

Different minimum capital and fleet requirements apply depending on the proposed operating model.

Passenger/cargo airline using aircraft with 100 or more seats

For operations within the relevant scheduled and non-scheduled passenger/cargo category, the operator must have at least five aircraft, whether owned or leased, registered in its name in the Turkish Civil Aircraft Registry.

The minimum paid-in capital is USD 15 million.

Aircraft with 20–99 seats

The regulatory framework requires at least two aircraft registered in the operator’s name and at least USD 5 million in paid-in capital for the relevant category.

Non-scheduled operations with aircraft of 100 or more seats

An airline conducting only non-scheduled commercial passenger/cargo operations using aircraft in this category is generally required to have at least three aircraft and USD 10 million in paid-in capital.

The Regulation also contains a mechanism allowing operations to commence with two registered aircraft subject to additional licensing conditions, provided that the third aircraft is added within the prescribed period.

Cargo airline

A cargo-only airline must have at least two cargo aircraft registered in its name and at least USD 5 million in paid-in capital.

An operator licensed exclusively for cargo operations may not maintain passenger aircraft in its fleet under that licence category.

Air taxi operators

An air taxi operator using aircraft with a maximum of nineteen passenger seats or helicopters must have at least one aircraft and, following the 2024 amendment, at least USD 150,000 equivalent paid-in capital.

The July 2024 amendments also removed certain previous additional-capital requirements linked to the number of aircraft above specified fleet thresholds.

At the same time, SHY-6A now provides that the specified minimum paid-in capital requirements are not sought from operators that have already been licensed. This does not eliminate the continuing financial supervision, solvency and operational-finance obligations applicable to licensed airlines.

4. Minimum Capital Is Not the Same as Financial Fitness

Merely depositing the minimum share capital is not enough to obtain an AOC.

The required capital must generally be financed from the operator’s own resources and paid before preliminary permission.

The applicant must also demonstrate sufficient financial capacity to cover, without relying on future flight revenue, at least three months of fixed and operational expenditure including:

• aircraft lease payments;
• fuel;
• personnel;
• maintenance;
• insurance;
• ground handling;
• airport charges; and
• Eurocontrol-related expenditure.

A detailed feasibility study is also required. It must include business planning, cash-flow projections and route-based costs for at least the first three years.

The operator must further demonstrate financial capacity to meet existing and reasonably foreseeable obligations during the 24-month period following commencement of operations. Tax and social security liabilities and bank references are also part of the financial assessment.

Accordingly, the legal concept of financial fitness is substantially broader than the nominal paid-in capital requirement.

5. Must the Airline Own Its Aircraft?

No.

Turkish aviation regulations permit the required aircraft to be either owned or leased.

This makes operating leases and other aircraft leasing structures commercially important for start-up airlines.

However, the aircraft must satisfy Turkish registration and airworthiness requirements and the required number of aircraft must be registered in the operator’s name in the Turkish Civil Aircraft Registry for licensing purposes.

In addition, an operator with fifty or more aircraft must own at least one aircraft for every fifty aircraft in its fleet.

Dry leases, wet leases and other leasing arrangements are also subject to the DGCA’s specific aircraft-leasing regulations and approval mechanisms.

6. Aircraft Age Restrictions

Aircraft acquisition due diligence is particularly important because an inexpensive aircraft available on the international market may not necessarily be eligible for initial registration and commercial use in Türkiye.

Under SHY-6A, with limited exceptions, passenger aircraft may not be more than 15 years old when first registered in the Turkish Civil Aircraft Registry, while cargo aircraft may not generally be more than 25 years old at their first Turkish registration.

Aircraft purchase agreements and lease agreements should therefore be made conditional upon Turkish registration, airworthiness and AOC acceptance where appropriate.

7. Management Personnel and Post Holders

The DGCA does not only assess the company and its aircraft. It also evaluates the individuals responsible for key operational functions.

A commercial airline organisation generally requires positions including:

• accountable manager;
• flight operations manager;
• ground operations manager;
• training manager;
• maintenance responsible manager;
• compliance/quality manager;
• safety management system manager; and
• security manager.

The accountable manager must have sufficient corporate and financial authority to ensure compliance throughout the company and is generally required to have at least five years of professional experience.

The manager responsible for flight operations at an airline is subject to licensing and experience requirements, including, in the relevant circumstances, at least five years of captain experience in civil aviation.

The ground operations manager of an airline is generally required to have at least five years of relevant civil aviation ground-handling experience.

Specific experience criteria also apply to the training, quality/compliance and safety managers. The DGCA reviews and accepts these responsible managers and may withdraw its acceptance where regulatory requirements are no longer satisfied.

An AOC therefore represents approval not merely of a corporate entity, but of an entire operational organisation and management system.

8. The AOC Application Process

The DGCA licensing procedure involves several interconnected stages.

Initial application

The applicant submits the operating licence application and supporting documents to the DGCA. The DGCA guidance refers to the relevant application forms and electronic licensing system.

If the initial submission is acceptable, an evaluation meeting is arranged.

During that meeting, matters such as aircraft acquisition, staffing, training, maintenance, financial resources, proposed operations and operating regions are evaluated.

Preliminary permission

Acceptance of an initial application does not guarantee an AOC.

During the preliminary-permission phase, the DGCA examines the corporate ownership, shareholders, financial resources, managers, aircraft plan and organisational structure.

Preliminary permission is generally valid for six months and may, in qualifying circumstances, be extended once for up to three months.

Applicants intending to operate aircraft with twenty or more seats must submit a detailed implementation timetable within ten working days following preliminary permission. The timetable may cover no more than six months and must address aircraft acquisition, recruitment, training, manuals, facilities and readiness for the DGCA inspection.

Document compliance

The applicant must prepare a comprehensive regulatory documentation system.

Documents submitted for DGCA review may include:

• Operations Manual Parts A, B, C and D;
• Continuing Airworthiness Management documentation;
• Minimum Equipment Lists for each aircraft type;
• maintenance programmes;
• weight and balance documentation;
• security plans;
• cabin crew manuals;
• training manuals;
• safety documentation; and
• compliance/quality manuals.

Final licence application and inspection

Once the implementation programme and document-compliance stages have been completed, the applicant submits its final operating licence file.

An internal audit is conducted under the applicant’s quality/compliance system before the DGCA’s licensing inspection.

The DGCA inspection is not limited to the physical aircraft. It may review:

flight operations, maintenance, technical organisation, training, finance, compliance monitoring, safety, dispatch, crew planning and cabin services.

Any findings must be corrected before the application proceeds to final assessment.

For airline operators, the licensing decision becomes effective with ministerial approval; for air taxi operators, the competent approval authority is the Director General.

The operating licence is issued without a fixed expiry date, but remains valid only while the applicable regulatory conditions continue to be satisfied. The operator must commence flight operations within six months after the licence is issued.

9. Does an AOC Allow an Airline to Fly Anywhere?

No.

An AOC does not constitute an unrestricted right to conduct any operation with any aircraft.

The operator may conduct operations only within the scope and limitations of its Operating Specifications and may not operate aircraft that are not included in its approved licensing structure.

Depending on the particular operation, additional matters such as traffic rights, bilateral air services arrangements, flight permissions, airport slots, ground handling arrangements and other operational approvals may therefore need to be addressed separately.

10. Acquiring an Existing Turkish Airline

Some investors consider acquiring an existing AOC holder instead of establishing a new airline and completing a full greenfield licensing process.

This can be commercially attractive, but an acquisition of an airline is not an ordinary share purchase.

Certain transfers of shares in licensed or preliminarily authorised operators require prior DGCA approval. New shareholders may be required to provide the same types of information and documentation requested from founders during the original licensing process.

The DGCA may also investigate indirect ownership through several corporate levels and transactions involving mergers, divisions or transfers of airline businesses may require both aviation regulatory approvals and, where applicable, competition-law clearance.

A legal due diligence exercise for an airline acquisition should therefore include not only ordinary corporate and financial matters, but also:

AOC compliance, aircraft leases, maintenance exposure, safety findings, enforcement history, insurance, licences of key personnel, ownership and control, operational approvals and regulatory liabilities.

Conclusion

Establishing an airline in Türkiye requires considerably more than capital and aircraft.

A viable AOC project rests on at least five pillars:

a compliant corporate and ownership structure, sufficient financial resources, an eligible aircraft fleet, DGCA-approved management personnel, and a functioning operational and safety-management system.

Ownership and control is particularly critical in projects involving foreign investment. A foreign investor may provide substantial financing, but the statutory Turkish majority requirements relating to share ownership, voting rights and effective control must remain satisfied.

The 2024 introduction of an express restriction preventing arrangements over Turkish shareholders’ shares from undermining voting control further demonstrates that Turkish aviation regulation focuses not merely on formal shareholding percentages but on real and effective control.

Accordingly, an airline project should be legally structured before aircraft purchase or lease commitments are finalised and before shareholders’ agreements with foreign investors are executed.

Aircraft finance, leasing, corporate law, regulatory ownership, operational compliance, maintenance, safety and DGCA licensing cannot realistically be treated as separate projects.

Establishing an airline is, in legal terms, not simply the incorporation of a company. It is the creation of a continuously regulated aviation organisation whose financial, technical and operational competence remains subject to public supervision throughout its existence.