Foreign investors can establish a Limited Liability Company (Ltd. Şti.) in Turkey with 100% foreign ownership, subject to any sector-specific restrictions. The incorporation process generally involves choosing the company name and activities, preparing the Articles of Association, completing MERSIS registration, filing with the Trade Registry, completing applicable tax and other registrations, and establishing corporate banking arrangements.
For many international investors, a Turkish LLC is a practical structure for trading, services, technology, e-commerce, consulting and other commercial activities. The process can often be coordinated remotely through a properly prepared Power of Attorney, although corporate bank account opening remains subject to each bank’s KYC and physical-presence requirements.
This guide explains the process step by step, including the documents required, minimum capital, MERSIS, Trade Registry, Power of Attorney, foreign documents, tax registration, banking, timelines and post-incorporation compliance.
Advisory note: This article explains the incorporation process from a practical business and advisory perspective. Specific legal, tax, licensing and banking requirements can vary depending on the investor, sector, ownership structure and location. Always confirm current requirements with the relevant Turkish authorities and the selected bank.
The process can be summarized as follows:
The Turkish Ministry of Trade confirms that MERSIS is used to conduct company registration and other Trade Registry transactions electronically
A Turkish Limited Liability Company, commonly referred to as a Ltd. Şti. (Limited Şirket), is a company whose capital is divided into shares and whose shareholders’ liability is generally limited to their capital commitments and other statutory or contractual obligations.
The Turkish Limited Liability Company is regulated primarily under the Turkish Commercial Code No. 6102.
For foreign investors, the structure is particularly attractive because:
The Turkish Ministry of Trade confirms that an LLC may have one shareholder and no more than 50 shareholders, and that shareholders may be natural or legal persons.
For a more detailed explanation of the structure, advantages and requirements, see:
Limited Liability Company in Turkey – A&M Consulting Co.
A foreign investor does not generally need a Turkish shareholder to establish an LLC.
A Turkish LLC can therefore be structured with:
However, investors should always check whether the intended business activity is subject to sector-specific ownership, licensing or regulatory restrictions.
A Turkish LLC may have one or more managers.
Importantly, Turkish Commercial Code Article 623 provides that at least one shareholder must have the right to manage and represent the company. At the same time, the management and representation structure may also include other persons, including third-party managers.
Therefore, the management structure should be planned carefully when the company is being incorporated.
A Turkish LLC is commonly preferred by foreign investors because it provides a relatively straightforward corporate structure while allowing foreign ownership.
It may be suitable for:
Investors considering a larger corporate structure can also compare the LLC with a Joint Stock Company:
Joint Stock Company in Turkey – A&M Consulting Co.
The statutory minimum capital for a Turkish Limited Liability Company is currently TRY 50,000.
The minimum was increased from TRY 10,000 to TRY 50,000 effective 1 January 2024 under Presidential Decision No. 7887.
The capital amount should be stated in the Articles of Association.
Share Capital in Turkey – A&M Consulting Co.
For a Turkish LLC, cash capital does not generally have to be fully paid before registration.
The Ministry of Trade’s guide states that the cash capital of a Limited Company can be paid within 24 months following registration, unless a different payment schedule is provided in the Articles of Association or determined by the managers.
This is an important distinction for foreign investors because the statutory minimum capital should not be confused with an obligation to transfer the entire amount before the company is registered.
The appropriate capital payment structure should nevertheless be determined during incorporation based on the company’s Articles of Association and the specific circumstances of the transaction.
Before starting the incorporation application, the investor should determine the following:
The company must have at least one shareholder and may have up to 50 shareholders.
The management structure must comply with Turkish Commercial Code requirements, including the requirement that at least one shareholder has management and representation authority.
The company must have a registered address in Turkey.
This can be a commercial office or, where legally and commercially appropriate, a professional registered/virtual office arrangement.
Virtual Office in Turkey – A&M Consulting Co.
The intended activities should be clearly defined in the Articles of Association and should correspond with the company’s actual business model.
Certain sectors may require additional licenses or approvals.
The minimum statutory capital for an LLC is TRY 50,000, although investors may choose a higher amount depending on the business model, banking requirements, investment structure or work-permit considerations.
Foreign shareholders and managers may require Turkish tax identification numbers or other identification details depending on their circumstances and the registration or banking process.
The exact documentation varies depending on whether the shareholders are individuals or companies.
Typical documents may include:
The official Invest in Türkiye guidance confirms that foreign corporate shareholders may need corporate registry documents and relevant corporate resolutions, while foreign documents generally require authentication and Turkish translation/notarization.
Foreign investors do not necessarily need to travel to Turkey to complete every stage of company incorporation.
A properly prepared Power of Attorney (POA) can allow an authorized representative in Turkey to handle incorporation formalities on behalf of the investor.
The POA should be drafted carefully because an authority omitted from the document may require a new document and create unnecessary delays.
Depending on the transaction, the POA may authorize the representative to:
Foreign documents used in Turkish company formation generally need to be authenticated.
Where the issuing country is a party to the Hague Apostille Convention, an apostille may be used.
Where apostille procedures do not apply, consular legalization or another applicable authentication procedure may be required.
The authenticated document may then need to be translated into Turkish and notarized in Turkey.
The exact procedure depends on the country where the document was issued.
The first step is to determine:
The proposed activities should be reviewed before incorporation because certain activities require licenses or special approvals.
The Articles of Association establish the legal framework of the company.
They generally address matters such as:
The information in the Articles of Association must be consistent with the MERSIS application and Trade Registry documents.
If the foreign investor will not travel to Turkey, the POA should be prepared and authenticated before the incorporation process begins.
This is often one of the most important preparatory steps for a remote incorporation.
A&M Consulting Co. assists foreign investors with the preparation and coordination of company incorporation documentation and related procedures.
Company Registration in Turkey – A&M Consulting Co.
MERSIS (Central Registry Record System) is the Turkish Ministry of Trade’s central electronic system for company and Trade Registry transactions.
Company information, shareholders, managers, Articles of Association and other registration information are entered into the system.
MERSIS assigns a unique number to the company and forms an important part of the incorporation process.
MERSIS – Republic of Türkiye Ministry of Trade
Once the MERSIS information has been prepared, the incorporation file is submitted to the competent Trade Registry Office.
The file may include:
The official Istanbul Chamber of Commerce guidance confirms that foreign documents may require apostille or consular authentication followed by official Turkish translation and notarization.
Once the Trade Registry approves the application, the company is registered as a Turkish legal entity.
The incorporation information is subsequently published in the Turkish Trade Registry Gazette.
Turkish Trade Registry Gazette
At this point, the company has been legally established, but several operational and compliance steps may still need to be completed.
Following incorporation, the company becomes subject to the applicable Turkish tax and reporting framework.
The Revenue Administration (GİB) administers Turkish tax procedures.
Depending on the company’s activities, this may involve:
Tax Services in Turkey – A&M Consulting Co.
For foreign-owned companies, tax compliance should be planned from the beginning rather than after commercial operations have already started.
Tax Compliance in Turkey for Foreign Companies – A&M Consulting Co.
If the company will employ personnel, employer registration and social security compliance must be addressed.
This includes:
Social Security Registration in Turkey – A&M Consulting Co.
For companies employing foreign or Turkish personnel:
HR and Payroll Services in Turkey for Foreign Companies – A&M Consulting Co.
Where the business activity or premises requires a municipal license, the relevant municipal procedures should also be completed.
Opening a corporate bank account is one of the stages that can take longer than the company registration itself.
Banks conduct their own KYC, AML and compliance checks.
A bank may request:
Each bank applies its own onboarding procedures.
Corporate Bank Account Opening in Turkey – A&M Consulting Co.
There is no universal rule that guarantees remote corporate bank account opening for every foreign-owned company.
Some banks may require an authorized manager or representative to attend a branch for identity verification and KYC.
Therefore, investors should determine the bank’s requirements before choosing their incorporation and banking structure.
This is one reason why company incorporation and bank account opening should be treated as related but separate processes.
Registering the company is only the beginning of operating a Turkish business.
A Turkish LLC may need to establish systems for:
Accounting & Bookkeeping Services in Turkey – A&M Consulting Co.
Foreign investors should therefore arrange their accounting and tax compliance structure before commercial activity begins.
The legal incorporation itself can often be completed relatively quickly once the documents are ready.
However, the overall timeline depends on:
A practical indicative timeline may look like this:
| Stage | Typical timeframe |
|---|---|
| Company planning and name | 1–2 days |
| Document preparation | 1–7 days |
| Apostille/legalization | 2–10 days |
| MERSIS and Trade Registry | Several business days |
| Company registration/Gazette | Shortly after approval |
| Tax and related registrations | Depending on circumstances |
| Corporate bank account | Several days to several weeks |
The bank account opening stage is often the least predictable part of the process.
The total cost depends on the structure and services required.
Typical cost categories include:
There is therefore no single universal “company formation cost” applicable to every foreign investor.
Investors should distinguish between official government/third-party costs and professional service fees.
A POA that does not authorize a required procedure can cause delays and require additional documentation.
Choosing activities that do not accurately reflect the intended business model can create problems later.
Names, addresses, company numbers and corporate information should be consistent across all documents.
Foreign documents may require authentication and Turkish translation before they can be used in Turkey.
Company registration does not guarantee that a particular bank will accept the company’s account application.
Tax, accounting, e-invoice and e-ledger requirements should be assessed immediately after incorporation.
Some industries have additional regulatory requirements that go beyond ordinary company incorporation.
An LLC is not automatically the best structure for every investor.
Businesses expecting significant capital raising, complex investment structures or capital-market activity may need to evaluate a Joint Stock Company instead.
| Feature | Limited Liability Company | Joint Stock Company |
|---|---|---|
| Minimum capital | TRY 50,000 | TRY 250,000 |
| Shareholders | 1–50 | Minimum 1 |
| Foreign ownership | Generally 100% | Generally 100% |
| Management | Manager(s) | Board of Directors |
| Minimum shareholder-manager relationship | At least one shareholder must have management and representation authority | Different board structure |
| Typical use | SMEs, trading, services, technology | Larger investments, complex structures |
| Public offering | Not available | Possible subject to applicable rules |
| Governance | Generally simpler | Generally more formal |
The minimum capital figures for LLCs and JSCs are based on the Ministry of Trade’s current published information.
For investors specifically evaluating the incorporation process, see:
Company Registration in Turkey – A&M Consulting Co.
After the LLC is registered, investors should consider the following checklist:
For foreign investors employing personnel in Turkey:
Work Permit in Turkey – A&M Consulting Co.
Yes, in many cases.
A foreign investor may be able to complete the incorporation process without travelling to Turkey by granting an appropriately drafted Power of Attorney to a local representative.
The remote process typically involves:
However, remote incorporation should not be confused with guaranteed remote banking.
The company can potentially be incorporated remotely while the selected bank may still require physical attendance by an authorized person.
For a foreign investor, company formation is not simply a matter of submitting a registration form.
The incorporation structure affects:
For this reason, many foreign investors prefer to coordinate incorporation, accounting, tax and compliance through a single local advisory firm.
A&M Consulting Co. – Turkey Business, Accounting and Tax Services
Registering a Turkish Limited Liability Company involves more than completing the Trade Registry application. Foreign investors also need to consider shareholding, management, Power of Attorney, foreign document legalization, tax registration, corporate banking, accounting, social security and ongoing compliance.
If you are planning to establish a Turkish LLC and want practical assistance with the incorporation process, A&M Consulting Co. can assist with company registration and related tax, accounting, banking and compliance procedures.
Learn more about Limited Liability Company Registration in Turkey
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