1. The Legal Starting Point: National Treatment Under Law No. 4875
The framework statute for foreign investors is the Foreign Direct Investment Law No. 4875. Its central principle is national treatment: unless a specific law provides otherwise, foreign investors are subject to the same rules as Turkish investors. In concrete terms, this means a foreign natural or legal person may hold one hundred percent of a Turkish company's shares, may act as its director, and does not need a Turkish partner, a special investment licence or a minimum investment threshold merely to incorporate. The law also protects the freedom to transfer profits, dividends and sale proceeds abroad through the banking system, subject to tax compliance.
There are sector-specific exceptions — areas such as broadcasting, civil aviation and maritime transport apply their own ownership restrictions under separate legislation — but for the ordinary trading, services, consultancy, e-commerce or manufacturing company that most foreign founders have in mind, no such barrier exists. What Law No. 4875 does not do is exempt the foreign founder from the ordinary machinery of Turkish company law. The company itself is governed by the Turkish Commercial Code No. 6102, and it is that code — not the investment law — that determines the company types, the capital rules and the registration procedure.
2. Choosing a Structure: Limited Şirket or Anonim Şirket
Two company types cover the overwhelming majority of foreign-owned incorporations. The limited liability company (limited şirket, often abbreviated Ltd. Şti.) is the default choice for small and medium operations: it can be founded by a single shareholder, natural or legal person, requires at least one director (müdür), and its formation procedure is standardised. The joint-stock company (anonim şirket, A.Ş.) is the vehicle for larger operations, businesses that plan to bring in investors or issue shares, and certain regulated sectors — banking, insurance and financial leasing, among others — where the joint-stock form is mandatory.
The differences that matter most to a foreign founder are practical. Share transfers in a limited şirket require a notarised transfer agreement and registration with the Trade Registry, and the shareholders remain visible in the public registry; in an anonim şirket, shares can be transferred far more freely and, in the case of bearer or registered share certificates, without a registry entry for each transfer. Shareholder liability also differs at the margins: in both forms the shareholder's core risk is limited to the subscribed capital, but in a limited şirket the shareholders can be held proportionally liable for the company's unpaid public debts — taxes and social security premiums — that cannot be collected from the company itself. For founders who anticipate outside investment, an exit by share sale, or activity in a regulated field, the anonim şirket is usually worth its slightly heavier administration. For everyone else, the limited şirket remains the sensible default, and it is the structure we most frequently incorporate for foreign clients.
3. Minimum Capital in 2026 — and a Deadline Existing Companies Should Not Miss
The minimum capital figures were increased substantially by Presidential Decision No. 7887, published in the Official Gazette on 25 November 2023 and effective from 1 January 2024. Since that date, the minimum share capital is TRY 50,000 for a limited şirket (Article 580 of the Commercial Code) and TRY 250,000 for an anonim şirket (Article 332), rising to TRY 500,000 for non-public joint-stock companies that adopt the registered capital system. These figures remain in force in 2026.
The payment mechanics differ between the two forms, and the difference is frequently misreported. For an anonim şirket, at least twenty-five percent of the cash capital must be deposited in a bank and blocked before registration, with the balance payable within twenty-four months (Article 344). For a limited şirket, the pre-registration blockage requirement was abolished by an earlier amendment: the subscribed cash capital may be paid within twenty-four months following registration (Article 585). In practice, however, some registries and — more consistently — banks still expect to see capital actually paid in early, particularly when reviewing a foreign-owned company for account opening, so treating the twenty-four-month window as an invitation to leave the company unfunded is a mistake.
There is also a live compliance deadline. Law No. 7511, published on 29 May 2024, added Provisional Article 15 to the Commercial Code: companies incorporated under the old minimums must raise their capital to the new figures by 31 December 2026, failing which they are deemed dissolved by operation of law. The general meetings held for this purpose are exempt from the usual quorum requirements. The Ministry of Trade has authority to extend the deadline, but as matters stand any foreign investor who acquired or founded a Turkish company before 2024 — including companies bought as part of a residence or investment strategy — should verify the registered capital figure this year rather than assume the point away.
4. Branch and Liaison Offices: Entering Without a Subsidiary
Not every market entry needs a new company. A foreign parent company may instead register a branch (şube), which can trade in Turkey but remains legally part of the parent, or open a liaison office (irtibat bürosu), which operates under a permit from the Ministry of Industry and Technology and may not engage in commercial activity at all — its role is limited to representation, market research and coordination. The liaison office is a genuinely useful, low-commitment way to study the market before committing capital, precisely because its non-commercial status keeps it outside corporate tax on trading income; the branch, by contrast, is taxed in Turkey on its Turkish-source profits. The choice between subsidiary, branch and liaison office turns on liability separation, tax treatment and the intended activity, and it deserves its own analysis before documents are prepared. We address the branch and liaison office regimes in detail in our guide to branch and liaison offices in Turkey.
5. The Incorporation Process, Step by Step
Turkish incorporation runs through MERSİS (Merkezi Sicil Kayıt Sistemi), the central electronic trade registry system maintained by the Ministry of Trade, and is completed at the Trade Registry Directorate operating within the local Chamber of Commerce. The sequence, in the order it actually happens, is as follows.
First, the company's trade name is checked and reserved in MERSİS, and the Articles of Association are drafted in the system. The Articles must be in Turkish — a foreign-language translation can be prepared for the founder's information, but the Turkish text is the legally binding one, which is where precision of translation stops being a convenience and becomes a legal safeguard. The Articles fix the company's name, registered address, scope of activity (defined through NACE activity codes, which also drive tax classification), capital, shares and management structure.
Second, each foreign shareholder and director obtains a Turkish tax identification number — the potential tax number issued by the tax office to foreigners. Nothing meaningful proceeds without it: MERSİS registration, bank steps and notarial work all require it. It can be obtained in person with a passport or, for founders abroad, through a representative.
Third, the signature declarations of the persons authorised to represent the company are executed — under the current practice, generally before the Trade Registry Directorate itself or a notary — and, for an anonim şirket, the pre-registration capital portion is blocked at a bank. The Competition Authority fee (a small statutory percentage of capital) is paid at the registry.
Fourth, the registration appointment is held at the Trade Registry Directorate. With a complete file, registration is typically completed within one to three business days, after which the incorporation is announced in the Trade Registry Gazette. In our practice, the registry itself is rarely the bottleneck; the delays live upstream, in the apostille and translation chain, and downstream, at the bank.
Fifth, the tax office activates the company's tax registration and, before invoicing begins, conducts an address verification at the registered office — a step foreign founders using virtual-office addresses should plan for carefully, since an address that cannot be verified stalls the tax file. Registration with the Social Security Institution (SGK) as an employer follows when the first employee is hired, and the company obtains its statutory books, e-signature and, where applicable, e-invoice enrolment.
6. The Documents a Foreign Founder Needs
For a foreign natural person, the core file consists of the passport — notarised, apostilled in the country of issue (or consular-legalised where the Apostille Convention does not apply) and then sworn-translated into Turkish — the Turkish tax number, biometric photographs, and the signed incorporation documents. For a foreign corporate shareholder, the file is heavier: the parent company's registry extract or certificate of good standing, its resolution to participate in the Turkish company and the power of attorney for the signatory must each pass through the same notarisation, apostille and sworn-translation chain.
This document chain is, in our experience, the single largest source of delay in foreign-owned incorporations — not because any step is difficult, but because an error at the start (a missing apostille, a translation done by an uncertified translator, an expired corporate extract) is usually discovered only at the registry or the bank, weeks later and continents away from where it must be fixed. Turkish authorities accept sworn translations produced by translators registered with a Turkish notary; translations prepared abroad without that chain are routinely rejected. This is also where the structure of our own practice is relevant: because the same lawyer handling the incorporation is a certified sworn translator, the legal meaning of corporate documents survives the language transfer intact, rather than being approximated by a translator who has never read a Turkish registry checklist.
7. Incorporating Remotely: The Power of Attorney Route
A foreign founder does not need to travel to Turkey to incorporate. The entire process — tax number, MERSİS filing, notarial steps, registry appointment, even the bank application in many cases — can be carried out by an attorney under a power of attorney. The power of attorney is executed before a Turkish consulate abroad or before a local notary with apostille, and it must be drafted with care: Turkish registries and banks read powers of attorney literally, so the document must specifically authorise company formation, the execution of Articles of Association, tax and registry filings and, if intended, bank account opening. A generic "represent me in Turkey" text will be turned away. The same drafting logic applies to powers of attorney used in Turkish property purchases, which we cover separately.
The practical benefit is not only convenience. A well-run remote incorporation front-loads the document review — the attorney sees the passport copy, the apostille and the translation before anything is filed — which is exactly the stage at which errors are cheap to fix.
8. The Corporate Bank Account: The Step That Deserves Respect
Legally, opening the corporate account is straightforward: after registration, the company presents its Trade Registry Gazette, tax certificate and signature circular. Practically, it is the stage foreign founders should plan for most carefully. Turkish banks apply their own compliance review to foreign-owned companies — scrutinising the shareholders' nationality and source of funds, the plausibility of the declared activity, and the company's physical presence — and each bank applies its own internal policy, which varies by nationality and by branch. Some banks ask for the shareholder or director to appear in person even where a power of attorney would legally suffice; some decline categories of applicants without stating reasons. The working answer is preparation and bank selection rather than confrontation: a coherent file, a real address, a clear business narrative and, where needed, introductions to branches accustomed to foreign shareholders. We examine the account-opening process, the documents and the practical obstacles in our separate guide to opening a bank account in Turkey as a foreigner.
9. After Registration: The Obligations That Begin on Day One
A Turkish company is not a set-and-forget structure. From the moment of registration, it has monthly and annual obligations that continue regardless of whether it trades. Turkish law requires company accounting to be maintained by a certified public accountant (serbest muhasebeci mali müşavir, SMMM); the monthly cycle includes VAT and withholding tax returns — filed even in months with no activity — and, once staff are employed, monthly SGK premium declarations. Annual obligations include the corporate tax return, the general assembly (for the anonim şirket, with mandatory agenda items), and the maintenance of statutory books. Companies meeting the thresholds are enrolled in the e-invoice and e-ledger systems.
None of this is onerous once organised, but the failure mode is predictable: a founder incorporates, the business idea pauses, the returns stop being filed, and a year later the company carries administrative fines and a flagged tax file that complicate everything from bank relations to residence permit renewals. A dormant company still costs money in Turkey; if a project is genuinely abandoned, liquidation is the cleaner exit.
10. The Taxes a Foreign-Owned Company Pays
Corporate profits are taxed under the Corporate Tax Law No. 5520 at the general rate of twenty-five percent in 2026. Value added tax applies to domestic supplies at one, ten or twenty percent depending on the goods or services, with twenty percent as the standard rate. Dividends distributed to shareholders — including non-resident shareholders — are subject to dividend withholding tax, currently applied at fifteen percent, which Turkey's network of double taxation treaties frequently reduces for qualifying shareholders; the treaty position of the founder's home country is worth checking before the profit distribution policy is set, not after. Employers additionally bear social security contributions on payroll, and certain payments abroad (royalties, services, interest) attract their own withholding regimes. Foreign founders should treat the headline corporate rate as only the starting point of the tax picture and take structured advice on the interaction between Turkish tax and their home-country obligations; the details of corporate taxation for foreign-owned companies are the subject of a separate guide in this series. For sole proprietors serving clients abroad, the service-export deduction under Article 89/13 of the Income Tax Law No. 193 — raised to 100 percent for 2026 income of individual taxpayers by Presidential Decree No. 11257 — can transform the tax outcome; we cover how it works in our guide to working remotely from Turkey.
11. Working in Your Own Company: Work Permits for Founders
Owning a Turkish company and working in it are two different legal statuses, and conflating them is one of the most common — and most consequential — mistakes foreign founders make. Merely holding shares does not require a work permit. Actively working in the company does, and under the International Labour Force Law No. 6735 this extends to the shareholder who is also the managing director of a limited şirket: a foreign shareholder-director who will actually manage the company needs a work permit for that role. Conversely, certain positions — such as the board member of an anonim şirket who does not reside in Turkey — fall outside the permit requirement.
The work permit application for one's own company is assessed against evaluation criteria published by the Ministry of Labour and Social Security and applied in administrative practice: the criteria as applied generally expect the company to show meaningful paid-in capital, and the long-standing employment ratio expects five Turkish employees per foreign worker, with the founder-shareholder typically given a grace period to reach that headcount. These are administrative criteria rather than statutory text, and their application evolves — which is precisely why the work permit strategy should be designed together with the incorporation, not bolted on afterwards. The permit types, criteria and procedure are covered in detail in our Turkish work permit guide.
12. Residence in Turkey Through Your Business
Founding a company also intersects with immigration status. A foreign national who will establish a business or commercial connections in Turkey may apply for a short-term residence permit on that ground under Article 31 of the Law on Foreigners and International Protection No. 6458, supported by the company's registry records and a concrete business rationale; and a valid work permit is itself treated as equivalent to a residence permit for the period of its validity. Which route fits depends on whether the founder will actively work in the company, how much time they will spend in Turkey and what their long-term goal is — points we map across all permit categories in our guide to residence permit types in Turkey. Founders whose real objective is citizenship should note that company formation as such is not a citizenship route; the investment-based paths, including the employment-creation option, have their own thresholds and are examined in our citizenship by investment guide.
13. Common Pitfalls — and How They Actually Play Out
Most failed or delayed incorporations we see trace back to a handful of recurring errors. Documents legalised in the wrong order, or translated by someone other than a notary-registered sworn translator, are rejected at the registry after weeks of waiting. Articles of Association copied from a template mismatch the founder's real activity, forcing an early amendment — a notarised, registered, paid-for amendment. Virtual-office addresses fail the tax office's physical verification. Capital is subscribed but never paid, and the company then fails a bank compliance review or, worse for pre-2024 companies, drifts toward the Provisional Article 15 deadline. The founder starts working in the company months before the work permit is applied for, converting an administrative formality into an immigration violation. And the monthly filings lapse during a quiet period, generating fines that outlive the quiet period. None of these is exotic; all of them are avoidable with sequencing — legal review of the document chain first, structure and Articles second, registration third, bank and tax setup fourth, and the work permit and residence strategy running in parallel rather than as an afterthought. Where an employment relationship will exist — including the founder's own — the employer-side obligations under Turkish labour law apply from day one; our guide to employment rights and termination in Turkey explains what that entails.
14. Frequently Asked Questions
Can a foreigner own 100% of a company in Turkey? Yes. Under the Foreign Direct Investment Law No. 4875, foreign investors receive national treatment: full foreign ownership is permitted and no Turkish partner is required, subject only to sector-specific restrictions in fields such as broadcasting, aviation and maritime transport.
What is the minimum capital to start a company in Turkey in 2026? TRY 50,000 for a limited liability company and TRY 250,000 for a joint-stock company (TRY 500,000 for non-public joint-stock companies in the registered capital system), under the Turkish Commercial Code as amended with effect from 1 January 2024.
Do I have to deposit the capital before registration? For a joint-stock company, at least 25% of the cash capital must be blocked at a bank before registration. For a limited liability company, no pre-registration blockage is required and the cash capital may be paid within 24 months — though banks reviewing foreign-owned companies often expect to see capital paid in earlier.
I bought a Turkish company before 2024 — does the new capital minimum affect me? Yes, potentially. Under Provisional Article 15 of the Commercial Code, companies below the new minimums must raise their capital by 31 December 2026 or be deemed dissolved. Check the registered capital figure now if your company predates the increase.
Can I set up the company without coming to Turkey? Yes. The entire incorporation can be handled by an attorney under a properly drafted power of attorney executed at a Turkish consulate or before a local notary with apostille. The power of attorney must specifically authorise company formation and the related filings.
How long does company formation take? With a complete document file, registration at the Trade Registry is typically completed within days. Realistic end-to-end planning — including apostille and translation of foreign documents and the bank account — is measured in weeks rather than days.
Which is better for a foreigner, a limited şirket or an anonim şirket? Most foreign founders choose the limited şirket for its simplicity and lower capital. The anonim şirket suits larger ventures, businesses planning outside investment or share transfers, and sectors where it is mandatory. The right answer depends on liability, exit and sector considerations.
Do I need a residence permit to be a shareholder? No. Shareholding alone requires neither residence nor a work permit. Actively working in the company is a different status and generally requires a work permit.
Do I need a work permit to manage my own company? Generally yes if you actively work in it. Under Law No. 6735, a foreign shareholder who is also the managing director of a limited liability company requires a work permit for that role, whereas certain non-resident board positions in joint-stock companies fall outside the requirement.
Does opening a company give me Turkish citizenship? No. Company formation is not itself a citizenship route. Investment-based citizenship has separate thresholds — including an employment-creation option — governed by the citizenship legislation.
What taxes will my company pay? Corporate tax at 25% on profits, VAT at 1%, 10% or 20% on supplies, withholding tax on dividends and certain payments, and social security contributions on payroll. Double taxation treaties may reduce withholding for foreign shareholders.
Do I need an accountant? Yes. Turkish companies are required to have their accounting maintained by a certified public accountant (SMMM), and monthly tax returns are filed even in months with no activity.
Can my company hire foreign employees? Yes, subject to work permit rules. In administrative practice the evaluation criteria generally expect five Turkish employees per foreign worker, alongside capital or turnover conditions, with limited exceptions.
What happens if I stop using the company but do not close it? The obligations continue: monthly returns must still be filed, and lapses generate administrative fines and a flagged tax file. If a project is abandoned, formal liquidation is the cleaner and ultimately cheaper course.
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