With the support of recent legal reforms and investor-friendly practices, Türkiye offers foreign real and legal persons a secure and sustainable framework to carry out commercial activities. In particular, the legal framework aiming to encourage direct foreign investment makes the establishment of a company in Türkiye both legally permitted and practically accessible.
The legal foundation for this framework is set out in Article 3 of the Foreign Direct Investment Law No. 4875:
“Unless otherwise stipulated by international agreements and special laws:
- Foreign investors are free to make direct investments in Türkiye.
- Foreign investors shall be treated equally with domestic investors.’
Accordingly, foreign investors are subject to the same rights and obligations as domestic investors when establishing a company in Türkiye.
Types of Companies That Can Be Established in Türkiye
- Joint Stock Company
- Limited Liability Company
- Collective Company
- Limited Partnership
- Limited Partnership Divided into Shares
- Cooperative Company
The most common types of companies established in Türkiye are limited liability companies and joint stock companies. Both types can be incorporated with a minimum of one shareholder. There is no requirement for members of the board of directors in joint stock companies or managers in limited liability companies to be Turkish citizens or residents in Türkiye.
Foreign real and legal persons may choose the most suitable company type among those listed, depending on the nature and scope of their investment. It is important to emphasize that the incorporation and any amendments to the articles of association of certain joint stock companies—such as banks, financial leasing companies, factoring companies, consumer finance and card services companies, and asset management companies—are subject to the prior approval of the Ministry of Trade.
Required Documents for Company Establishment in Türkiye
Foreign investors are required to submit certain essential documents in order to establish a company in Türkiye. For real person shareholders, the following are typically required: a Turkish translation of their passport (notarized or apostilled), a potential tax identification number, residential address, contact information, a lease agreement indicating the registered address of the company, and a biometric photograph.
For legal entity shareholders, the required documents include: notarized and apostilled board resolution of the parent company (translated into Turkish), identity and contact information of the authorized representative in Türkiye, copy of the passport of the representative, and, if applicable, residence permit and Turkish Republic identification number.
After all required documents are duly collected, application is submitted through the Central Registry Registration System (MERSIS). The registration process begins upon uploading the articles of association and other related documents to the system.
Legal Steps Required to Establish a Company in Türkiye
- Preparation of the Articles of Association and Certification of Signatures
The establishment process begins through MERSIS. Foreign individuals may be added to the system as shareholders or authorized persons using their passport number. However, before registration, they shall first obtain a potential tax number and apply to the relevant Trade Registry Directorate to be recorded in MERSIS. To ensure authenticity, the signatures of the founders shall be certified by the competent authority. In the case of limited liability and cooperative companies, certification takes place at the trade registry office where the headquarters of the company is located. For other company types, certification may alternatively be carried out before a notary. A tracking number obtained from MERSIS is sufficient for notarial applications, and since the contract is transmitted electronically, submission of a hard copy is not required.
- Preparation of the Signature Declaration
The signatures of the persons authorized to represent the company under the title of the company shall be certified by the trade registry office, and a signature declaration shall be issued accordingly.
- Payment of the Competition Authority Share and Capital Blockage
For all types of companies, a share amounting to 0.04% of the capital must be paid to the Competition Authority through the Trade Registry Directorate. In the case of a joint stock company, at least 25% of the capital subscribed in cash must also be deposited into a bank account opened in the name of the company prior to registration.
- Registration with the Trade Registry
Following the submission of the required documents, the Trade Registry Directorate proceeds with the registration process, upon which the company acquires legal personality. At this stage, mandatory books for limited liability, joint stock, and cooperative companies are also certified and delivered to the relevant party.
Post-Establishment Obligations
Upon registration, several administrative obligations must be fulfilled. These primarily include the notification to the tax office and the registration of the workplace with the Social Security Institution (SGK). It is mandatory to obtain an electronic notification address (KEP), and newly established companies must also complete the transition to the e-ledger and e-invoice systems during this stage. In addition, in accordance with commercial legislation, an annual operational report must be prepared and an ordinary general assembly meeting must be held regularly at the end of each fiscal period.
On the other hand, companies established in Türkiye with domestic or foreign capital may benefit from various state incentives, depending on the sector of activity and the type of investment. In particular, Free Zones offer significant advantages such as income tax exemptions and customs duty exemptions. Technology development zones and R&D centers are supported through special incentives including tax reductions, SGK premium support, and stamp duty exemptions. Furthermore, companies that meet certain criteria may obtain an Investment Incentive Certificate, which provides additional benefits such as VAT exemption, customs duty exemption, interest support, and tax reductions.
Conclusion
Foreign investors are legally free to establish companies in Türkiye and are subject to the same rights and obligations as domestic investors. The legal infrastructure for company establishment is transparent, systematic, and efficiently functioning in practice. However, it is crucial to act with care and proper planning throughout the process, from document preparation to post-establishment compliance.
Our law firm provides practical and compliant legal solutions to both domestic and foreign investors during company establishment procedures. From pre-establishment planning to document preparation, and from trade registry transactions to ongoing regulatory obligations, we offer fast, reliable, and tailored legal support at every stage.
