Set up a company in Türkiye
What it takes to incorporate — the two company forms worth considering, the capital each one requires, the documents, and the tax and payroll obligations that start the day the company is registered.
Choosing the company form
Almost every commercial venture in Türkiye is carried on through one of two capital companies: the joint stock company (anonim şirket, A.Ş.) or the limited liability company (limited şirket, Ltd. Şti.). In both, the shareholders’ exposure is confined to the capital they have subscribed; neither imposes any restriction on the nationality or residence of shareholders or of the people who manage the company.
Joint Stock Company
The form to choose where shares may be transferred freely, where outside investment or a later listing is contemplated, or where the business will need a board.
- One shareholder is enough — an individual or a legal entity; there is no upper limit
- Minimum capital TRY 250,000; at least 25% of cash capital must be paid in before registration, the balance within 24 months
- Governed by a board of directors of one or more members, who need not be shareholders; a legal entity may sit on the board through a named individual
- Share transfers are, as a rule, free and do not require registration in the trade registry
- Certain activities — banking, insurance, capital markets — are open only to this form
Limited Liability Company
The lighter form, and the usual choice for a subsidiary, a service business or a small trading operation.
- One to fifty shareholders — individuals or legal entities
- Minimum capital TRY 50,000, with no share of a nominal value below TRY 25; since 2018 no part of the cash capital need be paid before registration — it is payable within 24 months
- Governed by one or more managers; at least one shareholder must hold the power to represent and bind the company
- Share transfers require a notarised transfer agreement, a general assembly resolution and registration in the trade registry
- Shareholders are personally liable, in proportion to their holding, for public debts the company cannot pay
Existing companies: capital top-up due by 31 December 2026
The minimum amounts above were set by Presidential Decision No. 7887 and apply to companies formed on or after 1 January 2024. Companies already on the register whose capital sits below the new floor must raise it to TRY 250,000 or TRY 50,000 by 31 December 2026 under provisional article 15 of the Turkish Commercial Code, added by Law No. 7511 — failing which they are deemed dissolved. If you hold shares in a Turkish company incorporated before 2024, this is worth checking now.
The formation procedure
Incorporation runs through MERSİS, the central trade registry system, and is completed at the trade registry directorate of the chamber of commerce in the province where the company will have its registered office. Since the 2018 reforms most of the steps that once required separate visits to a notary, the tax office and the social security institution are handled in that single place.
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01
Clear the company name and register it on MERSİS
The trade name must be distinguishable from names already on the register and must state the field of activity. The draft articles of association are prepared and filed on MERSİS, which issues the application number the registry works from.
MERSİS · TRADE REGISTRY -
02
Sign the articles of association
The founders sign the articles before authorised personnel at the trade registry directorate, or before a notary. Where a founder signs through an attorney, the power of attorney must expressly authorise the incorporation.
TRADE REGISTRY OR NOTARY -
03
Prepare the founders’ declaration and the manager or director appointments
The founders’ declaration is signed by all founders. Directors or managers who are not founders accept their office in writing, and each person authorised to bind the company gives a signature declaration — issued by the trade registry directorate itself, so a separate notarised signature circular is not needed at this stage.
FOUNDERS · TRADE REGISTRY -
04
Pay the Competition Authority share
0.04% of the capital stated in the articles is paid to the account of the Turkish Competition Authority. The receipt is filed with the application.
BANK -
05
Pay in capital where the form requires it
A joint stock company must pay at least 25% of the cash capital into a blocked bank account before registration and produce the bank’s letter. A limited liability company need not pay anything in advance; its capital is payable within 24 months of registration. Capital contributed in kind is valued by an expert report obtained from the commercial court.
BANK · A.Ş. ONLY -
06
File the registration application
The application form and supporting documents are lodged with the trade registry directorate. On approval the company is entered in the register and acquires legal personality; the registration is announced in the Turkish Trade Registry Gazette.
TRADE REGISTRY -
07
Opening approval of the statutory books
For companies incorporated in Türkiye the opening approvals of the statutory books are given by the trade registry directorate at the moment of registration. In later years the approvals are obtained from a notary, or the company keeps its books electronically under the e-defter regime.
TRADE REGISTRY -
08
Set up invoicing
Companies within the scope of the electronic document regime issue e-fatura and e-arşiv invoices and keep e-defter books; the scope has been widened repeatedly and now catches most companies of any size. A company outside the scope has its invoices printed by a contracted printing house or approved by a notary before use.
REVENUE ADMINISTRATION
How long it takes
Where the founders are Turkish residents and the documents are complete, registration is usually finished within a few working days. For foreign founders the timetable is set by the documents that have to come from abroad — passports and corporate records translated and apostilled, and a power of attorney — rather than by the registry itself.
Documents required
The list below is the standard set for a company with foreign founders. Registries apply it with small local variations, and an activity subject to licensing will call for more.
- 01Petition and registration application formSigned by the company’s authorised representative.
- 02Articles of associationSigned by the founders before the trade registry directorate or a notary.
- 03Identification of the foundersIndividuals: passport copies, translated and notarised. Legal entities: a current registry extract and the resolution authorising participation, apostilled and translated.
- 04Turkish tax numbers for the foundersA potential tax number is obtained for each foreign founder and for each foreign director; it can be applied for online or at any tax office.
- 05Signature declarationsFor every person authorised to represent and bind the company.
- 06Founders’ declarationSigned by all founders.
- 07Competition Authority receipt0.04% of the capital.
- 08Bank letter for the paid-in capitalJoint stock companies only — at least 25% of the cash capital, held in a blocked account until registration.
- 09Chamber registration declarationWith photographs of the founders or of the authorised representatives.
- 10Acceptance of officeWritten acceptance by directors or managers who are not founders.
- 11Valuation reportOnly where capital is contributed in kind; obtained from the commercial court.
- 12Power of attorneyNotarised and, if executed abroad, apostilled — so that we can carry the process through on the founders’ behalf.
What follows registration
Registration used to be the start of a second round of applications. Most of those are now made for the company automatically, on the strength of the trade registry’s notification.
- Tax office. The trade registry notifies the tax office, which opens the company’s record and sends an officer to confirm the registered address. No separate application is filed.
- Social security. The workplace is registered with the Social Security Institution automatically on the same notification, whether or not the company has employees yet. A workplace declaration is needed later only for a new branch or a transfer.
- Chamber of commerce or industry. Membership follows registration; the chamber’s own formalities are completed as part of the application.
- Municipality. A business licence (işyeri açma ve çalışma ruhsatı) is obtained from the municipality for the premises before operations begin. Activities that are regulated — food, health, education, manufacturing — need their sector permit as well.
- Employees. Each employee is notified to the Social Security Institution no later than the day before work starts.
Tax and payroll obligations
A Turkish company is taxed on its worldwide income, files advance corporate tax quarterly and an annual return after the year end, and accounts for VAT and payroll withholdings monthly. The rates below are those in force for 2026.
Corporate income tax
| Applies to | Rate | Note |
|---|---|---|
| General rate | 25% | All corporate income unless a special rate applies. |
| Banks and financial institutions | 30% | Banks, leasing and factoring companies, payment and electronic money institutions, insurance and pension companies, capital markets institutions. |
| Export income | 20% | A five-point reduction on income earned exclusively from exports. |
| Manufacturing income, 2026 | 24% | A one-point reduction for holders of an industrial registry certificate, on income from goods they produce. |
| Manufacturing income, from 2027 | 12.5% | Law No. 7582 replaces the one-point reduction with a direct rate from the 2027 period. |
| Domestic minimum corporate tax | 10% | A floor since the 2025 period: where the tax computed comes to less than 10% of corporate income before deductions and exemptions, the difference is payable. |
| Dividend withholding | 15% | On distributions to individuals and to non-resident shareholders; a double tax treaty may reduce it. |
Value added tax
The general rate is 20%. Reduced rates of 10% and 1% apply to listed goods and services — basic foodstuffs, certain deliveries of housing, books, and specified health and education supplies among them. VAT is declared and paid monthly; input VAT that cannot be recovered against output VAT is carried forward, and is refundable only in the cases the law names, such as exports, deliveries exempt with the right of deduction, and supplies taxed at a reduced rate.
Payroll
| Item | Rate | Borne by |
|---|---|---|
| Income tax on wages | 15% – 40% | Employee — five bands, withheld monthly by the employer |
| Stamp duty on wages | 0.759% | Employee |
| Social security and unemployment | 15% | Employee — 14% social security, 1% unemployment |
| Social security and unemployment | 23.75% | Employer — 21.75% social security, 2% unemployment; 21.75% in total where the two-point discount applies and 16.75% where the five-point discount does |
| Minimum wage exemption | TRY 33,030 | The part of every wage equal to the gross minimum wage is exempt from income tax and stamp duty |
| Monthly earnings ceiling | TRY 297,270 | Social security premiums are computed on earnings up to this figure |
Severance and notice
An employee who has completed a year’s service and whose contract ends for one of the reasons the law lists — dismissal other than for serious misconduct, resignation for just cause, military service, retirement, marriage in the case of a woman within a year, or death — is entitled to severance pay of 30 days’ gross wage for each full year of service, capped at TRY 73,729.87 per year for the period 1 July to 31 December 2026. Severance is exempt from social security premiums and, up to the cap, from income tax; only stamp duty is withheld. Where an employment contract is terminated without observing the statutory notice period, notice pay is due in addition — two to eight weeks’ wage according to length of service, and taxed as a wage.
Records, documents and payments
- Accounting records are kept in Turkish and in Turkish lira, under the Tax Procedure Law and the Turkish Commercial Code. Books are either approved by a notary before use or kept electronically under the e-defter regime, with the monthly certificates filed with the Revenue Administration.
- Invoices, delivery notes and the other statutory documents follow a prescribed form and numbering. For companies within scope these are issued electronically, and the Revenue Administration holds a copy of every document as it is issued.
- Collections and payments above TRY 7,000 between businesses, and all wage payments, must pass through a bank or another authorised financial institution.
- The Form Ba and Form Bs listings of purchases and sales were abolished in 2024; the Revenue Administration now draws the same information from electronic documents.
- A resource utilisation support fund levy of 6% is payable on imports made on deferred payment terms — acceptance credit, deferred letter of credit or cash against goods. Imports paid in advance are outside it.
- Transactions with related parties must meet the arm’s length standard; companies within the thresholds prepare transfer pricing documentation and file the annual transfer pricing form with the corporate tax return.
Personal liability of directors
Members of the board of a joint stock company and the managers of a limited liability company answer with their own assets for tax and social security debts the company cannot meet. In a limited liability company the shareholders are liable for the same public debts in proportion to their shareholding. This is the single most important point for a foreign investor to weigh when deciding who is to be appointed and on what terms.
Audit and certification
Companies that exceed the thresholds set each year by Presidential Decision are subject to independent audit under the Turkish Commercial Code. Separately, a company that engages a Sworn-in Certified Public Accountant under a full certification (tam tasdik) agreement has its corporate tax return certified, which is a condition of access to a number of exemptions and refunds and narrows the field on a subsequent tax inspection.
Notes for foreign investors
Foreign investors are treated on the same footing as Turkish investors under the Direct Foreign Investment Law No. 4875. No permission or approval is needed to form a company, to increase its capital or to transfer shares.
- Annual notification. A company with foreign capital files an activity information form each year through E-TUYS, the ministry’s electronic system, by 31 May. Capital increases and share transfers involving a foreign shareholder are notified through the same system.
- Tax numbers. Every foreign shareholder and every foreign director needs a Turkish potential tax number before the application is filed. It is issued on a passport copy and takes no time.
- Documents from abroad. Corporate documents and passports are apostilled in the country of origin, then translated by a sworn translator and notarised in Türkiye. Preparing these is usually the longest part of the timetable.
- Work and residence permits. A foreign national who will work in the company needs a work permit. The requirements differ according to the company’s capital and the number of Turkish employees, and are worth checking before the structure is fixed.
- Branch or liaison office. A foreign company may instead register a branch, or open a liaison office that may not trade and exists only for representation and market research. Each has its own registration route and its own reporting duties.
- Investment incentives. Manufacturing and certain service investments may qualify for an investment incentive certificate carrying customs and VAT exemptions, tax reductions and social security support. The certificate must be obtained before the investment is made.
Frequently asked questions
Can a foreigner own 100% of a Turkish company?
Yes. There is no requirement for a Turkish shareholder, a Turkish director or a local partner, and no minimum Turkish shareholding in either company form. A handful of regulated sectors — broadcasting, maritime transport, civil aviation and mining among them — apply their own limits.
Does a founder have to travel to Türkiye?
No. A notarised and apostilled power of attorney allows the whole process to be completed on the founders’ behalf, including signing the articles of association and opening the bank account for the capital.
How much capital has to be paid in before registration?
For a joint stock company, at least 25% of the cash capital, held in a blocked account until the company is registered, with the balance due within 24 months. For a limited liability company nothing is payable in advance; the whole of the cash capital is due within 24 months of registration.
Which form is better, A.Ş. or Ltd. Şti.?
A joint stock company costs more to capitalise but transfers more easily, keeps shareholders out of personal liability for the company’s public debts, and is the only route to a listing. A limited liability company is cheaper to start and simpler to run. Where outside investment or an exit is in view, the joint stock company is usually the better starting point.
What is the corporate tax rate in Türkiye?
25% in general, and 30% for banks and financial institutions. Income from exports is taxed at 20%, and income from manufacturing at 24% for 2026 and at 12.5% from the 2027 period. A domestic minimum corporate tax of 10% applies in all cases from the 2025 period.
Is a Turkish company taxed on income earned abroad?
Yes — a company whose legal or business seat is in Türkiye is taxed on its worldwide income. Tax paid abroad may be credited within the limits of Turkish law, and Türkiye’s double tax treaties may restrict the other country’s right to tax in the first place.
How long does incorporation take?
A few working days once the file is complete. For foreign founders the timetable is set by the apostilled and translated documents that have to arrive from abroad.
Also in English
Write to Sworn-in CPA Emrah Aygül with what you intend to do and where, and you will get a straight answer on the form, the capital and the timetable.
About this page
Prepared by ERİŞ Bağımsız Denetim ve Yeminli Mali Müşavirlik A.Ş. and current as at September 2026. It is general information, not advice on a particular transaction; rates and thresholds in Türkiye change frequently, and the position should be confirmed before you act on it.