Establishing a company by foreigners in Turkey generally takes place within the framework of the Turkish Commercial Code and legal regulations concerning foreign investments [1]. Pursuant to Law No. 4875 regulating foreign direct investments, foreign investors have equal rights with Turkish citizens and cannot be subjected to discriminatory practices during the company establishment process [2].
In order for foreigners to establish a company in Turkey, they must first open a place of business or a representative office in Turkey. They are then required to follow the procedures for establishing a company in accordance with the Turkish Commercial Code. These procedures include steps such as registering the company name, investing capital, identifying board members, and obtaining the company’s certificate of incorporation.
Some of the restrictions that foreigners may encounter when establishing a company in Turkey include regulations regarding capital investment by foreign investors, the types of companies that can be established, and the rules concerning the opening of a place of business.
Applications may be submitted to the Chamber of Commerce, the Chamber of Industry, or the relevant authorities.
Which Types of Companies Can Foreigners Establish in Turkey?
In Turkey, foreigners may establish the following types of companies within the framework of the Turkish Commercial Code and foreign investment legislation [1][2]:
| Company Type | Minimum Capital | Number of Partners | Key Feature |
|---|---|---|---|
| Joint Stock Company (A.Ş.) | 50,000 TL | 1 or more | Capital shares are transferable; suitable for large-scale investments |
| Limited Liability Company (Ltd. Şti.) | 10,000 TL | 1–50 partners | Fewer formalities; preferred by SMEs and individual investors |
| Collective Company | Not specified | At least 2 partners | Partners participate jointly in profit/loss; full liability |
| Commandite Company | Not specified | At least 2 partners | Distinction between general and limited partners; possibility of limited liability |
| Sole Proprietorship | None | 1 person | Suitable for small-scale activities carried out by one person |
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Stages of Company Establishment for Foreigners
The stages that foreigners must follow when establishing a company in Turkey are as follows [1][3]:
- Opening a place of business or representative office: Foreigners must first open a place of business or representative office in Turkey. The documents required for these procedures must be submitted to the Chamber of Commerce or the Chamber of Industry.
- Company name registration: A name must be selected for the establishment of the company and registered by the Chamber of Commerce or the Chamber of Industry.
- Capital investment: The minimum capital amount determined according to the type of company must be deposited.
- Board of Directors: The members of the company’s board of directors must be identified.
- Certificate of incorporation: After all these procedures are completed, the company’s certificate of incorporation must be obtained.
- Tax number and SSI registration: The tax number and SSI registration of the established company must be completed.
- Business license: A business license must be obtained for the company to start operations.
- Other required documents: Additional documents and permits must be obtained depending on the field of activity.
Documents Required for the Establishment of a Foreign Capital Company
The documents that must be submitted for the establishment of a foreign-capital company are summarized in the table below [1][3]:
| Document | Description | Requirement |
|---|---|---|
| Company agreement | Regulates the rights and obligations between the partners | Mandatory |
| Passport / citizenship document | Required for all foreign partners | Mandatory |
| Signature circular | Must be notarized | Mandatory |
| Authorization document | Notarized power of attorney for partners who are not present in Turkey | Mandatory if the partner is absent |
| Address declaration | Notification of the company’s headquarters address | Mandatory |
| Capital declaration | Documentation of the invested capital | Mandatory |
| Trade registry record | If the partner has another company, the record belonging to that company | Mandatory if available |
| Chamber of Commerce/Industry registration document | Registration with the relevant chamber must be completed | Mandatory |
| Approval document from authorized institutions | Obtained from the relevant ministry or institution depending on the sector | Depends on the sector |
References
- Turkish Commercial Code No. 6102. (2011). Official Gazette, No: 27846. https://www.mevzuat.gov.tr/mevzuatmetin/1.5.6102.pdf
- Foreign Direct Investments Law No. 4875. (2003). Official Gazette, No: 25141. https://www.mevzuat.gov.tr/mevzuatmetin/1.5.4875.pdf
- Turkish Trade Registry Gazette. (2024). Company Establishment Guide. Republic of Turkey Ministry of Trade. https://www.ticaretsicil.gov.tr
- Republic of Turkey Ministry of Trade. (2024). Guide to Establishing a Company in Turkey for Foreign Investors. https://www.ticaret.gov.tr