Business

Establishing a Company in Turkey

IPS Team
IPS Team Official Guide
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info About this Guide

This content is based on the “Establishing a Company in Turkey” guide published by the Republic of Turkey Ministry of Trade. It serves as an official roadmap for entrepreneurs, investors, and academics.

1. Company Types in Turkey

According to the Turkish Commercial Code, there are five main company types in Turkey:

1.1 Capital Companies

In these companies, the partners' liability is limited to the capital they have committed.

  • Joint Stock Company (AŞ): Suitable for large ventures.
  • Limited Liability Company (Ltd. Şti.): Most common type (82%).
  • Limited Partnership (Sermayesi Paylara Bölünmüş Komandit): Less common.

1.2 Personal Companies & Cooperatives

Personal companies (Collective, Ordinary Limited) involve unlimited liability and are less preferred today. Cooperatives differ as they are based on solidarity rather than pure profit.

2. Joint Stock Company (AŞ)

A capital company where capital is divided into shares, liability is limited to company assets, and it is the only type that can be offered to the public.

  • Min. Capital: 50,000 TL
  • Organs: General Assembly & Board of Directors
  • Ideal for: Large scale, long-term growth.

3. Limited Liability Company (Ltd. Şti.)

The most common company type. Cannot be offered to the public.

  • Min. Capital: 10,000 TL
  • Organs: General Assembly & Board of Managers
  • Ideal for: Early-stage startups, SMEs.

4. Establishment Process

Establishment is carried out via MERSIS (Central Registry Record System).

  1. Company Contract: Prepared in MERSIS, notarized.
  2. Signature Declarations: For authorized representatives.
  3. Capital Deposit: 0.04% to Competition Authority. For AŞ, 25% of capital must be blocked.
  4. Registration: Application to Trade Registry. Company is established upon registration.

5. Required Documents

Typically includes approved contracts, signature declarations, and payment receipts. A valuation report is needed for capital in kind.

6. Auditing & Share Transfer

Large companies may require independent auditing. For share transfers:

  • AŞ: Free transfer, no registration needed.
  • Ltd: Notarized contract + General Assembly approval + Registration required.

7. Liquidation & Foreign Companies

The guide also covers liquidation processes and regulations for foreign companies opening branches or moving headquarters to Turkey.

Conclusion: Establishing a company is technically straightforward, but choosing the right legal structure is critical for future growth and investment.