Company Formation and Registration
Starting a business in Türkiye, or a foreign company beginning operations here, first requires choosing the right structure: a joint stock company, a limited liability company, a branch or a liaison office? We work with you to determine the organisation that suits your field of activity and the investment and ownership structure you are aiming for, prepare the articles of association and the shareholders’ agreement, and see the registration and publication processes through to the end.
Joint stock company or limited liability company?
The joint stock company (anonim şirket) and the limited liability company (limited şirket) are the two most common types of capital company under the Turkish Commercial Code. A limited liability company offers a simpler management structure, but share transfers require a notarised agreement and general assembly approval, and shareholders may be held liable, to a limited extent, for the company’s unpaid public debts.
In a joint stock company, share transfers are more flexible, different share classes and privileges can be created, and bringing in new investors through a capital increase is easier. A joint stock company is therefore usually preferred by start-ups aiming to raise investment or go public in future. The minimum capital amounts for both types were increased in 2024.
How can foreign companies operate in Türkiye?
Under the Foreign Direct Investment Law, foreign investors are treated equally with Turkish citizens and can set up companies in Türkiye. Commercial activity requires a company or a branch. A liaison office may only carry out market research, promotion and liaison activities, cannot engage in commercial activity and requires Ministry permission to be set up.
Scope
- Setting the strategy for the organisation to be established, considering alternatives such as a joint stock company, limited liability company, branch or liaison office in light of the field of activity and the applicable standards
- Preparing the articles of association and shareholders’ agreement on incorporation and conducting their negotiation
- Preparing the documents required for incorporation and registration, filing the registration application and following up publication
How We Work
- Assessing the field of activity, the ownership structure and growth plans
- Determining the company type and capital structure
- Preparing the articles of association and, where necessary, the shareholders’ agreement
- Coordinating apostille and translation of documents, tax numbers and signature declarations for foreign shareholders
- Following up trade registry registration, publication and the first legal obligations after incorporation
Team
Zeynep Nur Çivicik
Partner
Dr. Deniz Okuyucu
Counsel
Buse Yüceer
Associate
Sercan Dolanbay
Associate - Trademark Attorney
Frequently Asked Questions
How long does it take to set up a company?
Once the documents are complete, registration of a company with Turkish shareholders is usually completed within a few business days. Where there are foreign shareholders, apostille and translation of documents coming from abroad may take longer.
Can we convert from a limited liability company to a joint stock company later?
Yes. The Turkish Commercial Code allows a limited liability company to convert into a joint stock company. However, because conversion requires a separate process and cost, it is often more efficient for start-ups planning to raise investment soon to be incorporated as a joint stock company from the outset.
Is a shareholders' agreement required on incorporation?
It is not a legal requirement, but if there is more than one founder, we recommend making one at the incorporation stage. How management will be shared, what happens to a founder's shares if they leave and share transfer restrictions are much easier to settle before any dispute arises.
Should a foreign company set up a branch or a subsidiary?
A branch has no separate legal personality and the foreign company is directly liable for the branch's debts. A subsidiary set up in Türkiye is a separate legal entity, and liability is, as a rule, limited to the company's assets. The choice is made by weighing liability, tax and operational needs together.
Would you like to discuss this service? Schedule a meeting with us — the first meeting is free of charge.
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