# Company formation in Turkey: Ltd vs A.Ş., capital and steps

URL: https://fincodelabs.com/en/blog/company-formation-in-turkey · Publisher: Fincode (Fincode Yazılım ve Teknoloji A.Ş.), Istanbul, Turkey · Category: Money in Turkey · Published: 2026-11-06 · Updated: 2026-11-06

Company formation in Turkey for foreign founders: Ltd, A.Ş. or branch, TRY 50,000 and 250,000 capital, MERSİS steps, tax numbers, E-TUYS filings, yearly duties.

**Short answer:** **Company formation in Turkey** runs through the MERSİS system and a trade registry directorate, and the Ministry of Trade says foreign founders follow the same rules as locals. As of 6 November 2026 the minimum capital is TRY 50,000 for a limited company (Ltd) and TRY 250,000 for a joint stock company (A.Ş.), or TRY 500,000 initial capital under the registered capital system, in force since 1 January 2024 under Presidential Decision 7887. An A.Ş. must pay in at least 25% of cash capital before registration, an Ltd has no such rule, and either has 24 months for the balance; foreign partners and directors first need a Turkish tax number.

The registry step itself is short: the Ministry's guide says about an hour once the documents are in order, and Invest in Türkiye says the same day. What takes time is what comes before, namely apostilles, translations and tax numbers, for which no official source found gives a duration. The steps come from the Ministry of Trade's 2026 English guide, Commercial Code No. 6102 and the Trade Registry Regulation.

It is general information, not legal advice. It recommends no formation agent, lawyer or accountant. Work and residence permits are separate processes, and a company share or directorship grants neither.

## Limited company, A.Ş. or branch: which form?

Most companies in Turkey are limited companies, about 82% by the Ministry's count against 13% for joint stock companies; its guide likens the Ltd to a US LLC or UK private limited company, and a branch suits a foreign company that wants no separate entity.

**Forms compared, Commercial Code No. 6102 and Ministry of Trade guide, read 6 November 2026**

| Point | Ltd (*limited şirket*) | A.Ş. (*anonim şirket*) | Branch (*şube*) |
| --- | --- | --- | --- |
| Legal entity | Yes | Yes | No; the parent answers for it |
| Minimum capital | TRY 50,000 | TRY 250,000; TRY 500,000 initial capital if registered capital system | No capital requirement, per Invest in Türkiye; any allocated capital is declared |
| Paying in cash capital | Within 24 months; nothing due before registration (Art. 585) | At least 25% before registration, rest within 24 months (Art. 344) | Not applicable |
| Owners | 1 to 50, people or companies | 1 or more, people or companies | The foreign parent |
| Management | At least one director must be a partner (Art. 623) | A board, which can be one person (Art. 359) | A fully authorized representative resident in Turkey (Regulation Art. 122) |
| Residence or nationality of directors | Not required | Not required | Representative must be resident |
| Share transfer | Notarized, approved by the general assembly unless the contract says otherwise, then registered | Generally free; not registered | Not applicable |
| Founders' signature | Before the registry (Art. 575) | Before a notary or the registry (Art. 335) | Signature declarations of representatives |
| Owner's social security | Partners are in 4/1-b from registration (Law 5510 Art. 7) | Only shareholders on the board | Not applicable to the parent |

Three more points. Ltd partners answer for the company's uncollectible public debts in proportion to their shares, according to the Ministry's guide. Law 5510 Art. 6/1-e excludes people working independently who live abroad and are covered by that country's social security, which may cover a foreign partner; confirm with SGK. And certain A.Ş. activities, including banking, insurance, holding companies and independent audit, need prior Ministry permission (Art. 333). Sector restrictions on foreign shareholders exist for areas such as TV broadcasting, maritime and civil aviation, according to Invest in Türkiye.

## Minimum capital in Turkey: what is due and when

Presidential Decision 7887 (Resmî Gazete No. 32380, 25 November 2023, corrected in No. 32381 on 26 November 2023) raised the minimums for companies formed from 1 January 2024.

**Minimum capital since 1 January 2024 (Commercial Code Arts. 332 and 580, Decision 7887)**

| Company | Before | Now | Competition Authority share at the minimum, 0.04% |
| --- | --- | --- | --- |
| Ltd | TRY 10,000 | TRY 50,000 | TRY 20 |
| A.Ş. | TRY 50,000 | TRY 250,000 | TRY 100 |
| A.Ş. under the registered capital system, initial capital | TRY 100,000 | TRY 500,000 | TRY 200 |

The amounts are not indexed, though the President can raise them. Buying a company instead of forming one brings a date to check: under provisional Article 15 of the Commercial Code (Law 7511, 2024), companies below the minimums must raise capital or be deemed dissolved. The law set 31 December 2026, and a Ministry of Trade communiqué in Resmî Gazete No. 33403 of 17 October 2026 extended it to 31 December 2027. The Ministry may extend by one year at most twice, so one more year is possible; none had been announced on 6 November 2026.

Cash paid in before registration goes into a special account at a Turkish bank, which releases it only after the registry confirms the company has legal personality (Art. 345, applied to an Ltd by Art. 585). Bank rules and documents are in [bank account in Turkey for foreigners](https://fincodelabs.com/en/blog/bank-account-in-turkey-for-foreigners).

## Foreign partners: tax numbers, apostilles and translations

Foreign founders need a Turkish tax number recorded in MERSİS before the contract can be prepared, and documents issued abroad must be legalized and translated.

- **Who needs a number.** Invest in Türkiye lists non-Turkish shareholders and board members, and the Ministry's guide says a foreigner must obtain it from the tax office and have it registered in MERSİS through a trade registry. Process and format are in [Turkish tax number for foreigners](https://fincodelabs.com/en/blog/turkish-tax-number-for-foreigners).
- **Foreign individuals.** Invest in Türkiye lists a notarized, translated passport copy, plus a notarized residence permit if resident in Turkey.
- **Foreign companies.** A certificate of activity from the home authority showing current status and signatories, plus a resolution of the competent body to establish the company and, if a legal entity joins the board, the name of the person acting for it.
- **Legalization.** Trade Registry Regulation Article 32 requires foreign documents to be certified by a Turkish consulate or under the Apostille Convention, then filed with a notarized Turkish translation.
- **Language.** Registry records and all supporting documents must be in Turkish, and the MERSİS contract is prepared in Turkish.
- **Proxy.** The formation can be handled by a representative under a power of attorney, which is a foreign document too if signed abroad.

Being a director or shareholder does not by itself require residence in Turkey. A foreigner who will work for the company needs a work permit from the [Ministry of Labour](https://www.csgb.gov.tr/uigm/) (Law 4875 Art. 3(g)), and residence belongs to the [Presidency of Migration Management](https://www.goc.gov.tr/ikamet-izinleri).

## How to register a company in Turkey, step by step

To set up a business in Turkey as an Ltd or A.Ş., follow the stages in the Ministry's guide, all driven from MERSİS, with the founders or their representative attending in person for signatures.

1. **Create the record.** Register free on [MERSİS](https://mersis.ticaret.gov.tr/), enter the partners, and let the system build the contract from its required fields; the company's potential tax number is assigned automatically.
2. **Sign.** For an Ltd, signatures are verified at the trade registry of the head office. For an A.Ş., at that registry or at any notary using the MERSİS tracking number.
3. **Prepare signature declarations** for those who will represent the company, at any trade registry.
4. **Pay.** The 0.04% Competition Authority share can be paid at the registry. An A.Ş. also deposits at least 25% of cash capital first and files the bank's letter.
5. **File for registration** with the signed contract, payment proof, declarations and any written acceptances from non-partner directors. Contributions in kind need an expert report and a letter showing the asset is unrestricted.
6. **Collect the books.** The registry certifies the opening of paper books at registration (Art. 64); e-Defter books need no such certification.

**A conflict to note.** Invest in Türkiye says articles may be signed before the registry or a notary without separating the forms; Commercial Code Article 575 and the Ministry's guide require an Ltd to sign before the registry. Follow the law.

> **Hypothetical:** a German company forms a single-partner Ltd with TRY 100,000 of cash capital. The Competition Authority share is 100,000 × 0.04% = TRY 40. No capital is due before registration, and the TRY 100,000 can be paid within 24 months on the schedule in the contract or set by the directors. Art. 623 requires a partner with management powers, so the parent also serves as director and, by an apostilled, translated resolution, names one real person to act for it.

## After registration: tax office and SGK

The registry tells the tax office and the Social Security Institution (SGK) about the new company, but the company still has to complete its own follow-up.

**First steps after registration (Invest in Türkiye, read 6 November 2026; laws as cited)**

| Step | What happens |
| --- | --- |
| Gazette notice | The registry arranges publication in the Trade Registry Gazette, about 10 days after registration |
| Tax office | An officer visits the head office and prepares a determination report, which needs an authorized signature; the office needs a registered address such as a tenancy contract |
| Employer registration | Law 5510 Art. 11 requires the workplace notice by the day the first employee starts; registry notice of the formation can count as that notice |
| Employees | A start notice for each employee before work begins, with up to a month's grace in a new workplace's first month (Law 5510 Art. 8); see [Turkey social security](https://fincodelabs.com/en/blog/turkey-social-security-sgk) |
| Signature circular | Issued at the registry on the day of registration |

## FDI notification under Law 4875: the E-TUYS filings

Law 4875 replaced permits with notification, so a company with foreign capital files information with the Ministry of Industry and Technology through its E-TUYS system.

**E-TUYS duties, FDI Implementing Regulation Art. 5 as amended on 1 June 2018**

| Event | Deadline |
| --- | --- |
| Investor, partner and affiliate details | Within 1 month of the user being authorized |
| Activity Information Form (EK-1) | Each year, by the end of May |
| Capital increase or decrease: partner list | Within 1 month |
| Capital Information Form (EK-2) for payments for a capital increase or share transfer | Within 1 month of payment |
| Share transfer: partner list | Within 1 month |

Authorizing a user (Arts. 9 and 10 as amended in 2020 and 2021) requires a qualified electronic certificate, a registered e-mail (KEP) account, a notarized undertaking in Turkish (certified by a Turkish consulate or apostille if signed abroad) and a form sent to the directorate's KEP address, so plan this in the first weeks, particularly for a non-resident director. A branch is also covered. Law 4875 Article 3 lets profits and sale proceeds be transferred abroad through banks, and a liaison office, which may not trade, needs a separate permit.

## Running obligations: e-documents, returns and accountant

From the first invoice the company is inside Turkey's electronic tax system and its filing calendar.

- **Invoices.** A company outside e-Fatura has issued every invoice as e-Arşiv since 1 January 2026, and e-Fatura follows once a sector test or a sales test is met (gross sales of TRY 3,000,000 for 2022 or later years, Communiqué 509 as read 6 November 2026); see [Turkey e-invoice](https://fincodelabs.com/en/blog/turkey-e-invoice).
- **Books.** Companies keep balance-sheet books (Tax Procedure Law Art. 177), so they must use e-Defter from their start date, under the e-Defter communiqué as amended from 1 January 2025.
- **Returns.** VAT and withholding returns, usually monthly, quarterly provisional tax and the annual corporate return, which the Revenue Administration (GİB) calendar dated 30 April 2026 for 2025, with a beneficial owner form attached. Dates are in [Turkey tax year and filing](https://fincodelabs.com/en/blog/turkey-tax-year-and-filing).
- **Corporate.** An ordinary general assembly within three months of the year-end (Arts. 409 and 617). Companies meeting two of the President's three size thresholds (total assets, net sales, employees) in two consecutive years need an independent audit.
- **Accountant.** Tax Procedure Law repeated Article 227 lets the Ministry require returns to be signed by an accountant licensed under Law 3568. This guide recommends none.

Reading another company's public record is covered in [Turkey VAT number check](https://fincodelabs.com/en/blog/turkey-vat-number-check). Foreign founders who later need software work can see Fincode's [white-label development](https://fincodelabs.com/en/services/white-label-development) service and [how Fincode works](https://fincodelabs.com/en/how-we-work).

### Company formation in Turkey: cost

The Ministry's guide says formation is exempt from duties, and the one official rate it gives is the 0.04% share. Registry, gazette, notary and chamber charges are set separately and were not checked for this guide, so no total is given; ask the trade registry of the planned head office. Any quote should split official fees from service fees.

## Frequently asked questions

### Can a foreigner own 100% of a company in Turkey?

Generally yes. The FDI Law gives foreign investors the same treatment as local ones and a single-partner Ltd or A.Ş. is allowed, with sector exceptions such as TV broadcasting, maritime and civil aviation.

### What is the minimum capital for a limited company in Turkey?

TRY 50,000, since 1 January 2024 under Presidential Decision 7887. It can be paid within 24 months of registration; TRY 250,000 applies to a joint stock company.

### Does a company director have to live in Turkey?

No. The Ministry of Trade's guide says directors of a limited company and board members of a joint stock company need be neither Turkish citizens nor resident. A foreign company's branch, however, needs a fully authorized representative resident in Turkey.

### How long does it take to register a company in Turkey?

The Ministry's guide says about an hour once documents are at the registry, and Invest in Türkiye says the same day. Neither counts apostilles, translations or tax numbers.

### Does forming a Turkish company give me a residence or work permit?

No. Permits are separate processes, run by the Presidency of Migration Management and the Ministry of Labour.

## Sources

- [Ministry of Trade: Establishing Company in Turkey, 2026 English guide](https://ticaret.gov.tr/data/5d3e935313b87607d8feeffc/2026-%20rehber_Eng.pdf)
- [Mevzuat: Turkish Commercial Code No. 6102, Articles 64, 332, 333, 335, 338, 344, 345, 359, 409, 573 to 585, 617, 623 and provisional Article 15 (Turkish)](https://www.mevzuat.gov.tr/MevzuatMetin/1.5.6102.pdf)
- [Ministry of Trade: Announcement on minimum capital amounts under Decision 7887, 30 November 2023 (Turkish)](https://icticaret.ticaret.gov.tr/haberler/anonim-ve-limited-sirketlerde-asgari-sermaye-tutarlari-artirilmistir)
- [Resmî Gazete: Ministry of Trade communiqué extending the capital deadline to 31 December 2027, 17 October 2026, No. 33403 (Turkish)](https://www.resmigazete.gov.tr/eskiler/2026/10/20261017-12.htm)
- [Mevzuat: Trade Registry Regulation, Articles 13, 32, 121 and 122 (Turkish)](https://www.mevzuat.gov.tr/MevzuatMetin/21.5.20124093.pdf)
- [Invest in Türkiye: Establishing a Business](https://www.invest.gov.tr/en/investmentguide/pages/establishing-a-business.aspx)
- [Mevzuat: Foreign Direct Investment Law No. 4875 (Turkish)](https://www.mevzuat.gov.tr/MevzuatMetin/1.5.4875.pdf)
- [Resmî Gazete: Amendment to the FDI Implementing Regulation, Article 5 and E-TUYS, 1 June 2018, No. 30438 (Turkish)](https://www.resmigazete.gov.tr/eskiler/2018/06/20180601-1.htm)
- [Mevzuat: FDI Implementing Regulation, consolidated with the 2018, 2020 and 2021 amendments, Arts. 5, 9 and 10 (Turkish)](https://www.mevzuat.gov.tr/mevzuat?MevzuatNo=4396&MevzuatTur=7&MevzuatTertip=5)
- [Mevzuat: Social Insurance Law No. 5510, Articles 4, 6, 7, 8 and 11 (Turkish)](https://www.mevzuat.gov.tr/MevzuatMetin/1.5.5510.pdf)
- [GİB: 2026 tax calendar (Turkish)](https://cdn.gib.gov.tr/api/gibportal-file/file/getFileResources?objectKey=arsiv/onceki-dokumanlar/2026_vergi_takvimi.pdf)
- [GİB e-Defter: Electronic Ledger General Communiqué No. 1, consolidated (Turkish)](<https://www.edefter.gov.tr/dosyalar/tebligler/ELEKTRONIK_DEFTER_GENEL_TEBLIGI_(SIRA%20NO_1)_GUNCEL_HAL%C4%B0%20.pdf>)
- [Mevzuat: Tax Procedure Law No. 213, Articles 176, 177 and repeated Article 227 (Turkish)](https://www.mevzuat.gov.tr/MevzuatMetin/1.4.213.pdf)
- [GİB e-Belge: Tax Procedure Law General Communiqué No. 509, consolidated with footnotes, e-Fatura and e-Arşiv rules (Turkish)](https://ebelge.gib.gov.tr/dosyalar/tebligler/Dipnotlu_Guncel_Sekli_ile_509_Sira_No%27lu_VUK_Genel_Tebligi.pdf)
- [Ministry of Labour and Social Security: International Labour Force directorate, work permits (Turkish)](https://www.csgb.gov.tr/uigm/)

> This guide is general information, not investment, legal or tax advice. Amounts, rates and rules in Turkey change often: check the date given for each figure and the official source before you rely on it, and ask a licensed adviser about your own situation. Sources, checks and corrections: see the [editorial policy](https://fincodelabs.com/en/editorial-policy).

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Published by Fincode (Fincode Yazılım ve Teknoloji A.Ş.), a software company in Istanbul, Turkey: https://fincodelabs.com/en/blog/company-formation-in-turkey

Cite as: Fincode, "Company formation in Turkey: Ltd vs A.Ş., capital and steps", updated November 6, 2026, https://fincodelabs.com/en/blog/company-formation-in-turkey