Company Incorporation in Türkiye, Foreign Shareholding & Management

yazarı lawyerfbc

açık Kasım 10, 2025

Key Takeaways:

Two main vehicles for most foreign investors are the Limited Liability Company (Ltd. Şti. / LLC) and the Joint‑Stock Company (A.Ş. / JSC).
Minimum capital (2025): LLC TRY 50,000; JSC TRY 250,000. For JSC, 25% of the cash capital is deposited before registry; balance within 24 months. For LLC, cash capital may be paid within 24 months after registration.
MERSİS is the digital backbone of incorporation: you draft AoA, reserve the name, and lodge applications online; registry finalizes and publishes in the Trade Registry Gazette.
Foreigners may own 100% of a Turkish company (general rule). No resident/citizenship requirement for directors/managers. Sector‑specific caps apply (e.g., broadcasting) and licenses/approvals may be needed (e.g., banking/energy).
Legal entity directors are allowed (JSC); a real person representative must be registered. LLC must have at least one shareholder as manager.
Apostille/consularization & sworn translations are standard for foreign documents. Potential tax numbers are issued for foreign shareholders/managers for MERSİS, banking, and tax setup.
After registration: obtain tax/VAT records, open bank accounts, issue signature circulars, certify legal books, activate KEP and UETS e‑notification, and file UBO details with the Revenue Administration.
Share transfers: LLC transfers require notarization (and typically GA approval + registry). JSC registered shares transfer by endorsement/delivery subject to AoA/law; bearer shares must be registered with MKK (HPKS) and transfers notified.

1) Why Türkiye — and how foreign investment actually works

Türkiye offers a large domestic market, an EU‑adjacent customs regime, a sophisticated financial sector, and a digitized company‑law infrastructure. Crucially for foreign founders, the equal‑treatment principle applies: foreign investors generally enjoy the same rights as domestic investors without a local‑partner requirement. In practice, 100% foreign ownership is routine outside of specific regulated industries.

What this means for you: unless your activity is regulated (banking, energy, broadcasting, defense, etc.), you can incorporate an LLC or JSC with foreign shareholders and foreign managers, appoint signatories, open bank accounts, and operate normally.

2) Choosing the right vehicle: LLC vs. JSC (and when to use each)

Limited Liability Company (LLC)

Capital: Minimum TRY 50,000. No pre‑deposit requirement at incorporation; cash capital may be paid within 24 months following registration.
Ownership: 1 to 50 shareholders (individuals or legal entities).
Governance: Managed by one or more managers. At least one manager must be a shareholder. Managers may be Turkish or foreign; no residency requirement by law.
Flexibility: Simple governance, lower costs, popular for SMEs, services, and holding structures. Share transfers require formalities (see §10).

Joint‑Stock Company (JSC)

Capital: Minimum TRY 250,000 (higher for some licensed businesses). At least 25% of cash capital must be paid before registration; the remainder within 24 months.
Ownership: 1 or more shareholders; convenient for complex cap tables and future capital markets transactions.
Governance: Board of Directors (single‑member boards allowed). Board members can be individuals or legal entities (with a named natural‑person representative). No citizenship/residency requirement.
Flexibility: Easier share mobility; can issue registered or bearer share certificates (bearer shares now subject to MKK notification/recording and transfer notification). Suitable for scale‑ups, regulated plays or exits.

Which one should you pick?

Pick LLC if you want speed, lower running costs, tight control, and plan to keep the shareholder base small (≤ 10–15) without capital markets ambitions.
Pick JSC if you prefer a board structure, aim for institutional investment, employee equity, or regulated licenses (payment systems, banking, energy, media, etc.).

3) MERSİS explained: your digital path to incorporation

MERSİS (Central Registry Record System) is Türkiye’s end‑to‑end electronic platform for trade‑registry workflows. You will:

Secure a company name (search for conflicts; add required corporate suffix — “LLC” or “JSC”).
Draft the Articles of Association (AoA) via structured templates (objects, capital, managers/board, internal rules, special clauses on share transfers, pre‑emptions, call/put, etc.).
Create founder and manager/board profiles (upload IDs, passports, potential tax numbers; for legal‑entity shareholders upload activity/certificate of incumbency and representative resolution).
Generate application forms and appointment/authorization texts.
Book a filing with the competent Trade Registry Directorate and finalize.

Key points during MERSİS drafting

Use precise NACE codes for your activities; some codes may trigger licensing (e.g., finance, energy, telecoms).
Lock in your representation clause (single vs. joint signature; monetary thresholds; geographic or subject‑matter limits). Banks and counterparties follow the signature circular and AoA language strictly.
Consider share‑transfer mechanics (especially for LLCs): general‑assembly approvals, pre‑emption, drag/tag, lock‑ups, valuation rules, and notary language.

4) Step‑by‑step: Incorporation timeline and deliverables

T‑14 to T‑10 days — Document preparation

Passports of all foreign individual shareholders/managers (notarized copies; apostilled or consularized depending on country).
If a foreign legal entity is a shareholder: certificate of activity/incumbency, shareholder resolution to invest, and power of attorney to your attorney of record — all apostilled/consularized and sworn‑translated into Turkish.
Potential tax numbers for foreign founders/representatives (obtainable remotely via tax offices; needed for MERSİS and banking).
Registered address (lease/virtual office).

T‑9 to T‑5 — MERSİS drafting

Reserve the name, draft AoA, input founders and managers/board, and generate application packs.
Arrange bank capital account (for JSC pre‑deposit) and Competition Authority fee payment (0.04% of stated capital) to the chamber’s account.

T‑4 to T‑2 — Signatures and filings

Execute signature declarations of the authorized signatories before the Trade Registry Directorate or a notary (foreign‑issued specimens require apostille/consularization and sworn translation).
Submit the file to the Trade Registry (either directly or through your counsel).

T‑0 — Registration day

Company acquires legal personality upon registration; announcement is published in the Turkish Trade Registry Gazette.
Retrieve registry certificate, tax registration, social security employer number (if hiring), and chamber registration.

T+1 to T+10 — Post‑incorporation

Issue signature circular(s) at a notary (banks will require them alongside registry docs).
Certify commercial books (journal, ledger, inventory; plus share ledger and minutes books). For many registries the opening certifications are arranged at incorporation; verify and calendar the closing certification deadlines.
Activate UETS e‑notification (mandatory for capital companies) and open a KEP address for secure communications.
If applicable, enroll for e‑Invoice/e‑Ledger based on activity/turnover thresholds.
File UBO (Ultimate Beneficial Owner) data with the Revenue Administration per the Tax Procedural Communiqué (maintain updates).
Open operational bank accounts; file foreign currency capital inflow documents where relevant.

Typical timeline: With complete documents, straightforward LLCs/JSCs are commonly completed in 5–10 working days in major cities.

5) Documents & formalities for foreign shareholders and managers

For foreign individual shareholders/managers

Notarized passport copies (apostilled/consularized + sworn Turkish translations).
Potential tax number (Vergi Kimlik Numarası) for MERSİS, banking, and UBO filings.
Where incorporation is attorney‑led: a special power of attorney describing incorporation acts, notarial/apostille formalities, and authority to act before the Trade Registry/Tax Office/Chamber.

For foreign legal‑entity shareholders

Certificate of activity/incumbency issued by the home registry.
Board/shareholder resolution approving investment, stating capital amount and appointing a Turkish representative.
Power of attorney to local counsel/agent.
Sworn translations and apostille/consulate legalization for all foreign‑issued documents.

Translations & legalization

Apostille under the 1961 Hague Convention or consular legalization (where apostille is unavailable).
Sworn Turkish translations by a notary‑bonded translator; notarization of translations in Türkiye.

Digital identities

At least one authorized signatory typically needs an e‑signature or e‑devlet access for various post‑registration filings. Foreigners can obtain e‑signatures through accredited providers after identity verification.

6) Capitalization mechanics: what, when, and how much

LLC — TRY 50,000 minimum. Cash capital may be paid within 24 months from registration. No pre‑deposit is required unless you voluntarily pay in at incorporation (common for bank onboarding).
JSC — TRY 250,000 minimum. 25% of cash capital is paid before registration into a blocked bank account opened in the company’s name; the balance is due within 24 months.
In‑kind capital (IP, machinery, receivables) is permitted subject to valuation reports and, for certain assets, court/expert approvals.
Competition Authority fee at registration is 0.04% of stated capital (pay to the chamber’s designated account; proof is filed with registry).
For foreign‑currency contributions, maintain bank FX transfer records and capital inflow notices for audits.

Pro tips

If you target payment services/EMI or other licensed sectors, plan for higher capital or paid‑in timing ahead of license submissions.
Build authorized capital (JSC) only if you expect frequent issuances; otherwise stay with registered capital to keep governance simple.

7) Corporate governance: boards, managers, and signatories

JSC

Board size: 1+ members. Legal entities can sit on the board; they must designate a natural person representative to act on their behalf.
Nationality/residency: No Turkish nationality or residency requirement for board members by law.
Representation: Define single vs. joint signature rules in the AoA/board resolutions. You can combine monetary limits, dual signatures for bank borrowing, etc.
Meetings: Physical or electronic (e‑GEM). Adopt internal bylaws for board procedures and conflict policies.

LLC

Managers: One or more managers administer the company. At least one manager must be a shareholder; others can be non‑shareholders (individuals) or legal entities (through a representative), subject to AoA.
Representation rules: Mirror JSC practice; adopt clear internal approval matrices (capex, HR, related‑party transactions).

Signature circular

After registration, issue signature circulars before a notary. Banks, tax offices, and counterparties will use these to verify authority. For foreign signatories, signature specimens executed abroad must be apostilled/consularized and translated.

Resident director?

There is no statutory resident‑director requirement in Türkiye. That said, immigration/tax and licensing realities matter: foreign executives who live and work in Türkiye must hold appropriate residence/work permits; some municipal or sectoral licenses may require a locally available responsible manager.

8) Immigration & work/residence permits for foreign owners and managers

Incorporating a company does not automatically grant a right to work in Türkiye. If a foreign manager resides in Türkiye and performs on‑the‑ground management, they will typically require a work permit (and, if applying domestically, a prior residence permit of at least six months).
If the foreign director resides abroad and manages remotely (board resolutions, signings by PoA), a work permit is usually not required, but immigration/tax advice should confirm the facts (days in country, permanent establishment risk, payroll).
A work permit doubles as a residence permit for its duration; short‑term residence may be available to company owners under certain categories.

Practice note: Opening social security (SGK) employer files and applying for certain municipal/sectoral licenses often triggers verification of the director/manager’s permit status if they are the authorized signatory and active on‑site. Design your signatory matrix accordingly.

9) Post‑incorporation compliance: what must be on your checklist

Tax & Social Security
- Obtain tax registration (corporate income tax, VAT, withholding) and open e‑declaration channels with your CPA.
- Register as an employer with SGK if hiring.
Commercial books
- Ensure opening certification of journal (yevmiye), ledger (defter‑i kebir), inventory, share ledger, minutes books. Calendar closing certification deadlines (board minutes & journal books typically require timely closing certifications).
KEP & UETS e‑notification
- Register a UETS address (mandatory for capital companies) to receive official e‑notifications; maintain KEP for secure communications with public and private bodies.
E‑transformation
- Depending on sector/turnover, enroll for e‑Invoice/e‑Archive/e‑Ledger.
UBO filing
- Identify and declare ultimate beneficial owners (natural persons with >25% or ultimate control, or top executive if none) to the Revenue Administration; keep records current when ownership changes.
Data protection & contracts
- If you process personal data, implement KVKK (Turkish data protection) compliance: privacy notices, processing inventories, DPIAs for high‑risk processing, processor agreements, and cross‑border transfer mechanics.
Banking & FX
- Set up accounts; for capital inflows and shareholder loans, maintain documentation for banking/MASAK and auditors (source of funds, FX purchase documents, board authorizations).

10) Share transfers and cap‑table changes — how the rules differ

LLC transfers

Form: Written share transfer agreement executed before a notary.
Approvals: Unless the AoA states otherwise, general‑assembly approval is required.
Registration: File the transfer at the Trade Registry and update the share ledger.
Restrictions: The AoA may prohibit transfers or impose pre‑emption/approval mechanics. Plan for valuation, locked boxes, and conditions precedent in your SPA.

JSC transfers

Registered shares: By rule, freely transferable unless restricted by law or the AoA. Transfer occurs by endorsement and delivery of the share certificate and recording in the share ledger. Transfers of unpaid shares may require company approval.
Bearer shares: Holders must be recorded in the MKK (HPKS) system; transfers are effective only upon notification to MKK by the transferee (mere delivery is no longer enough). Unrecorded holders cannot exercise shareholder rights until registration.

What to watch in practice

Align your AoA with your shareholders’ agreement: pre‑emption, drag/tag, consent thresholds, default remedies, and call/put options.
If you expect secondary sales to foreign purchasers, prepare clear apostille and tax checklists (e.g., potential withholding on certain payments, stamp duty on agreements executed in Türkiye, etc.).

11) Sector‑specific restrictions and approvals (quick map)

Broadcasting & media: Foreign direct capital in media service providers is capped at 50%; a foreign person/entity can directly partner in up to two providers (other structural rules apply). Transactions often require RTÜK notifications/consents.
Banking: Equal treatment under FDI rules; foreign banks/owners must meet Banking Law licensing/fit‑and‑proper standards (BRSA approvals for banks/branches).
Energy: EMRA licensing frameworks may impose special share‑transfer restrictions/approvals and capital conditions, including where foreign investors are present in the chain of control.
Others: Aviation, defense, and strategic sectors carry their own licensing and ownership tests; counsel should map these into your timeline.

12) Tax and accounting basics (orientation only)

Corporate income tax applies on worldwide income for residents (incorporated in Türkiye). VAT applies to supplies of goods/services; withholding taxes apply to certain payments (dividends, interest, services) with treaty relief as available.
Thin‑cap & transfer pricing regimes apply; related‑party transactions should be on arm’s‑length terms and supported with contemporaneous documentation.
Dividends can be distributed following audited or statutory financials and GA approvals; cross‑border remittances should consider treaty rates and bank compliance.

(Your CPA will tailor monthly/quarterly filings, payroll, and e‑book obligations to your specific activity and thresholds.)

13) Timelines, costs, and practical tips

Timeline: 5–10 business days from complete file to registration in major centers. Add time for apostilles and shipping. Licensed sectors require longer.
Hard costs: Registry/chamber fees, notary translations, Competition Authority fee (0.04%), publication charges, and bank fees.
Professional costs: Budget for legal/corporate secretarial, CPA onboarding, and—if you will relocate—immigration filings.

Practical tips

Name your objects clause broadly but precisely; avoid activities that inadvertently trigger licensing.
Decide early who will hold e‑signatures and KEP/UETS access; build continuity plans for absences/resignations.
Create a compliance calendar (UBO updates, book closings, annual GA deadlines, lease renewals, license filings).
Draft a bankable signature matrix (who signs what, alone/jointly, thresholds); align with your signature circular.

14) Frequently Asked Questions (FAQ)

Q1. Can foreigners own 100% of a Turkish company?
Yes. Outside specific regulated sectors (e.g., broadcasting), foreigners can own 100% of an LLC or JSC. No local‑partner rule applies.

Q2. Is a resident or Turkish national director required?
No. Directors/managers can be foreign and non‑resident. Immigration/tax rules apply if they work in Türkiye; plan for residence/work permits where needed.

Q3. What are the 2025 minimum capital amounts?
LLC: TRY 50,000; JSC: TRY 250,000 (higher in some licensed sectors). JSCs must pre‑deposit 25% before registration; LLCs can pay within 24 months after registration.

Q4. What is MERSİS and why does it matter?
MERSİS is the national online platform for trade‑registry operations. You draft the AoA, capture shareholder/manager data, and submit incorporation requests electronically. It standardizes and speeds up filings across provinces.

Q5. Do we need apostilles?
Yes—foreign documents (resolutions, certificates, PoAs, passports in some registries) generally require apostille or consular legalization and sworn Turkish translations.

Q6. Do we need a KEP/UETS account?
Yes for UETS (e‑notification)—capital companies must receive official notices electronically. KEP (registered e‑mail) is widely used and often required by banks/public bodies for secure communications.

Q7. Do foreign directors need a work permit?
If they reside/work in Türkiye, yes, a work permit (which also serves as residence) is typically required. Remote/non‑resident directors acting from abroad generally do not need a permit, but facts matter.

Q8. How are share transfers handled?
LLC shares transfer via a notarized agreement, often with GA approval and registry filing. JSC registered shares transfer by endorsement + delivery (subject to AoA/legal restrictions); bearer shares require MKK registration and transfer notifications.

Q9. What about the signature circular?
After registration, issue signature circulars at a notary to evidence who may bind the company, how, and up to what limits. Foreign signatories’ specimens executed abroad require apostille/translation.

Q10. How fast is bank onboarding?
Major banks can open accounts within days with complete registry docs, signature circulars, and KYC. Expect enhanced due diligence for foreign founders and cross‑border capital inflows.

Q11. Do we have to file UBO information?
Yes. Corporate taxpayers (and certain other persons) must identify and declare their ultimate beneficial owners to the Revenue Administration and keep the data current.

Q12. Can a legal entity be a director?
Yes in JSCs; the legal entity appoints a natural person representative to act on its behalf on the board. In LLCs, managers can also be legal entities through representatives, but ensure at least one manager is a shareholder.

Q13. What are common pitfalls?
Under‑scoped AoA objects, unclear signature matrices, missing UETS/UBO setups, forgetting legal‑book closing certifications, and treating work‑permit planning as an afterthought are the top causes of delay.

15) Governance drafting tips you’ll thank yourself for later

Representation clauses: If you allow single signatures up to a limit and joint signatures above, spell out the thresholds and list titles/names to avoid bank confusion.
Related‑party transactions: Pre‑clearance levels for loans/guarantees to group entities and caps per transaction/quarter prevent director liability flare‑ups.
Deadlock mechanics (LLC): Supermajority voting for reserved matters and deadlock escalation to mediation/arbitration can save capex cycles.
Employee equity (JSC): Bake in conditional capital or options language early if you’ll do ESOPs; retrofit is messier.
Digital corporate housekeeping: Adopt e‑GEM (electronic general assemblies) for JSCs and maintain a secure DMS for resolutions, PoAs, and registers.

16) Conclusion

Forming a company in Türkiye is now largely digital, standardized, and fast thanks to MERSİS. The legal architecture welcomes 100% foreign ownership, permits foreign/non‑resident directors, and gives you a menu of governance tools to tailor decision‑making and representation without friction. That said, cross‑border formalities (apostilles, sworn translations), post‑incorporation hygiene (books, UETS/KEP, UBO), and sectoral licensing still demand a lawyerly eye and disciplined project management.

When you design the AoA thoughtfully, align signature powers with bank and compliance realities, and plan immigration/tax early, you can launch in weeks—not months—with a governance stack that scales with your investment.

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