Structure selection: four vehicles
There are four vehicles for entering Türkiye: the limited liability company (the standard for most operations), the joint-stock company (flexibility in share transfers, corporate perception, mandatory for certain activities), the branch (no separate legal personality, the parent company is liable), and the liaison office (commercial activity prohibited; for market research). The choice should be made according to liability, tax, profit distribution, and future partnership scenarios.
Practical guidance
The choice of company name and business purpose (NACE) affects banking, permit and incentive processes. Clarify it before incorporation.
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Legal basis: the safeguards of Law No. 4875
The Foreign Direct Investment Law (Law No. 4875) provides national treatment, protection against expropriation and freedom to transfer profits. Investment requires no prior authorisation; formation and share transfers are notified through E-TUYS, the electronic incentive and foreign investment information system. This liberal framework must be read together with sector-specific regulations (energy, finance, healthcare, media).
Formation steps
The process runs through MERSİS, the central trade registry record system: preparation of the trade name and articles of association, apostilled translation of the foreign shareholder’s documents, a potential tax number, blocking of the capital (the portion that must be paid at formation for a joint-stock company), and registration with the trade registry. If the documents are complete, registration can be completed within a few business days; in practice, it is the document chain that determines the timeline. Minimum capital: TRY 50,000 for a limited liability company, TRY 250,000 for a joint-stock company and initial capital of TRY 500,000 for a non-public joint-stock company adopting the registered-capital system (since 1/1/2024). For a joint-stock company, at least 25% of the nominal value of shares subscribed in cash is paid before registration. For existing companies: under provisional article 15 of the Türk Ticaret Kanunu (the Turkish Commercial Code), joint-stock and limited liability companies whose capital remains below those amounts are deemed dissolved unless they increase it by 31/12/2026.
The first 90 days after formation
Registration is followed by a tax office inspection, e-notification and book certifications, E-TUYS investor notifications, activation of the bank account, and, if employees are to be hired, workplace registration with the SGK (the Social Security Institution). If a foreign executive is to take office, the work permit timeline must be set up in parallel with the formation.
The tax and incentive dimension
The moment of formation is also the moment for incentive planning: the investment incentive certificate, regional supports and R&D regimes should be structured before expenditures begin. Service and licence flows with the parent company must be tied to transfer pricing documentation.
Ownership structure and the shareholders’ agreement
The document that foreign investors most often neglect in Türkiye is the shareholders’ agreement. In structures set up with a local partner or a managing partner, decision quorums, share transfer restrictions, pre-emption rights, deadlock resolutions, and exit scenarios should be built through the pairing of the articles of association with a shareholders’ agreement. Under Turkish law there are limits to the provisions that can be written into the articles of association; the division of labour between the two documents must therefore be deliberately designed. For the details of joint venture structures, see our joint venture service, and for risk screening in share acquisitions, see our due diligence guide.
Banking, capital and the foreign exchange regime
Bringing the formation capital in from abroad must be properly documented for ease of proof in future profit transfers and capital increases (foreign exchange purchase certificates, bank receipts, E-TUYS records). The guarantee of freedom of transfer in Law No. 4875 becomes real in practice only when those records are in order. The Turkish lira contract requirement (for certain contract types) and foreign exchange position rules must be built into pricing and the intra-group financing plan from the outset.
The Köksal approach
Our Expansion into Türkiye focus area combines entity type selection, formation, tax and incentive planning, and employment registrations into a single project. Our Türkiye Desk handles the processes on your behalf under a power of attorney; for German-speaking investors, we provide bilingual reporting through our Germany Desk. If you plan to benefit from investment incentives, continue with our investment incentive certificate guide.
Conclusion
Company formation in Türkiye is fast. What makes it durable is planning the formation alongside the ownership architecture and the compliance package of the first 90 days. The safeguards of Law No. 4875 are worth most on a structure that was properly established.
