A Comprehensive Guide on How to Register a Company in Turkey as a Foreign Investor (2025)

A Comprehensive Guide on How to Register a Company in Turkey as a Foreign Investor (2025)

Turkey’s strategic location, dynamic economy, and investor-friendly policies make it a top destination for foreign direct investment. Under the Foreign Direct Investment Law No. 4875, foreign investors are treated equally to local investors, with the freedom to establish any type of company available under the Turkish Commercial Code. This comprehensive guide, updated for 2025, outlines the step-by-step process, key company types, and essential requirements for foreign investors to register a company in Turkey.

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Choosing the Right Company Type

Foreign investors in Turkey most commonly establish two types of capital companies:

1. Limited Liability Company (LLC or Limited Şirket): This is the most popular choice for small and medium-sized enterprises (SMEs).
   • Capital Requirement: The minimum capital is 50,000 TRY. There is no requirement for an initial deposit before registration; the capital can be paid within 24 months of incorporation.
   • Shareholders: Can be established with one or more shareholders (real or legal persons), with a maximum of 50.
   • Liability: Shareholders’ liability is limited to their committed capital.
   • Management: Managed by a director, who can be a single person and does not need to be a Turkish citizen or resident.
2. Joint Stock Company (JSC or Anonim Şirket): This structure is preferred for larger ventures with significant capital, or for companies planning to go public.
   • Capital Requirement: The minimum capital is 250,000 TRY. At least 25% of the capital must be deposited into a company bank account before registration.
   • Shareholders: Can be established with a single shareholder (real or legal person).
   • Liability: Shareholders’ liability is limited to their committed capital.
   • Management: Managed by a board of directors, which can consist of a single person. Board members do not need to be Turkish citizens or residents.

Step-by-Step Company Registration Process

The entire registration process is streamlined through the central online system, MERSİS (Central Registry System).

Step 1: Document Preparation and Authentication

This is the most time-consuming and critical phase. All foreign-issued documents must be authenticated for use in Turkey.

• For Individual Shareholders:
  • Notarized and apostilled passport copy.
  • Power of attorney for your lawyer or representative (if applicable).
• For Corporate Shareholders:
  • Apostilled commercial registry certificate from the parent company’s home country.
  • Board resolution from the parent company approving the establishment of the Turkish entity.
  • Power of attorney for your lawyer or representative (if applicable).
• For All:
  • All foreign documents must be translated into Turkish by a sworn translator and then notarized in Turkey.

Step 2: MERSİS Application and Company Naming

1. Name Reservation: Reserve a unique company name through the MERSİS system. This reservation is valid for 15 days.
2. Draft Articles of Association: The company’s articles of association (Ana Sözleşme) must be drafted in Turkish on the MERSİS system. This document outlines the company’s purpose, capital, shareholders, and governance.

Step 3: Notarization and Tax ID

1. Notarization: The draft articles of association are submitted to a notary for certification and approval.
2. Tax ID: Obtain a potential tax identification number (TIN) for the company and its foreign shareholders from the relevant tax office.

Step 4: Capital Deposit and Fee Payments

• Capital Deposit: For a Joint Stock Company, at least 25% of the capital must be deposited into a Turkish bank account. A bank receipt is required for the application.
• Fees: Pay the company registration fees, including the Competition Authority fee, to the relevant bank.

Step 5: Trade Registry Application

Submit all prepared documents to the relevant Trade Registry Office. The documents will be reviewed and verified. Once approved, the company will be officially registered and a registration number will be issued.

Step 6: Post-Registration Procedures

After successful registration, there are a few final steps to complete.

1. Notarization of Company Books: The company’s legal books (e.g., General Ledger, Journal) must be notarized.
2. Tax Office Registration: Register the company with the local tax office. An on-site inspection may be conducted.
3. Social Security Registration (SGK): If you plan to hire employees, the company must be registered with the Social Security Institution.
4. Work Permit Application: Foreign company managers and shareholders who will be working in Turkey must apply for a work permit after the company is officially established.

Expert Insight from an Istanbul Lawyer

The company registration process, while streamlined, can have administrative complexities, especially for foreign investors who are not fluent in Turkish.

• Professional Assistance: Working with an experienced Istanbul expert lawyer or a specialized legal firm is highly recommended. A lawyer can handle all the bureaucratic procedures on your behalf, from document preparation to managing the MERSİS system and liaising with government agencies.
• Power of Attorney: By granting a power of attorney to a lawyer, you can avoid the need to travel to Turkey for the initial stages of the company formation.
• Navigating Local Laws: A lawyer provides crucial guidance on specific requirements, such as the minimum capital amounts, tax obligations, and the employee-to-foreigner ratio required for work permits.

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