Setup a Business in Turkey

The main types of companies are Joint Stock Companies (JSC - Anonim Şirket) and Limited Liability Companies (LLC - Limited Şirket). Branches and Liaison Offices are also highly common for foreign investors seeking a presence without incorporating a brand-new subsidiary. A Joint Stock Company is generally preferred for larger investments, manufacturing operations, and businesses that may eventually go public. A Limited Liability Company is typically chosen for SMEs, software startups, and trading businesses due to its slightly lower initial capital requirements and less formal corporate governance structure.

The minimum share capital for a Limited Liability Company in Turkey was recently increased to 50,000 TRY. The entire amount can be paid within 24 months of the official registration date; no pre-registration bank blockage is required for LLC incorporation. This provides cash-flow flexibility for startups in their first year of operation.

The minimum share capital for a standard Joint Stock Company is 250,000 TRY. If the company decides to adopt a registered capital system, the minimum initial capital requirement doubles to 500,000 TRY. Importantly, at least 25% of this nominal capital must be physically deposited into a blocked corporate bank account prior to registration at the Trade Registry. The remaining 75% can be paid over the next 24 months in installments determined by the Board of Directors.

Absolutely. Under the progressive Turkish Foreign Direct Investment Law, foreign nationals and foreign corporate entities can own 100% of the shares in a Turkish JSC or LLC without requiring any local Turkish partner, sponsor, or silent shareholder. The law guarantees that foreign investors are treated exactly the same as domestic investors, allowing full repatriation of profits and dividends to their home countries without restriction.

The Trade Registry registration can be completed very quickly, often on the same day once the MERSIS application, signed articles, tax IDs, bank documentation, and registry documents are complete. For foreign investors, the end-to-end process commonly takes 1 to 2 weeks because apostilles, translations, notarizations, powers of attorney, tax IDs, and bank KYC checks must be completed first.

No, a local Turkish citizen is not strictly required by law to be a director (Manager). A foreign national living completely outside of Turkey can act as the sole manager of the company. However, from a practical standpoint, it is highly recommended to have a local representative or assign a local proxy. This is because tax authorities, social security offices, and local banks frequently require physical signatures or in-person visits to resolve bureaucratic issues, which can be difficult to manage from abroad.

For a new JSC, a temporary blocked account is opened before registration so shareholders can deposit 25% of subscribed capital. For operational accounts, banks usually require the trade registry records, tax information, signature circular, identity documents, corporate documents, and UBO/source-of-funds information. Because of AML/KYC rules, foreign-owned entities may face detailed bank compliance review.

Free Zones are special areas treated outside the standard Turkish customs territory for many customs and tax purposes. Incentives are activity-specific and condition-based: qualifying manufacturing income may benefit from corporate tax exemption, certain goods and transactions may receive VAT/customs advantages, and employee wage income may be exempt where at least 85% of the FOB value of products manufactured in the free zone is exported.

A Liaison Office cannot engage in commercial or revenue-generating activities in Turkey. It is used for market research, feasibility studies, communication with suppliers, representation, and promotion of the foreign parent company. Because it cannot earn Turkish commercial income, it normally has no corporate income tax base, but it may still have tax registration, payroll withholding, stamp tax, lease, and reporting obligations.

According to TCC Article 620, standard general decisions require an absolute majority of the votes represented at the meeting. However, Article 621 dictates that fundamentally important decisions - such as changing the company's core purpose, increasing capital, approving mergers, or severely restricting share transfers - require at least two-thirds of the represented votes AND an absolute majority of the total capital of the company. This strict requirement prevents hostile takeovers and protects minority shareholders.

Corporate Secretarial Services involve the professional administrative management of a company's strict statutory obligations. This complex service includes legally organizing annual General Assembly meetings, meticulously drafting Board of Directors' resolutions, managing Trade Registry filings for address changes or capital increases, and accurately maintaining the mandatory statutory books as required by the Turkish Commercial Code to avoid severe penalties.

Manufacturers commonly need a Capacity Report issued through the chamber/TOBB system to document machinery, labor, raw material use, and production capacity. It is often required for an Industrial Registry Certificate, investment incentives, export procedures, and similar administrative benefits. The exact requirement should be checked against the activity and intended application.

You must apply to the Energy Market Regulatory Authority (EPDK) for a charging network operator license through an eligible Turkish company. The application must satisfy EPDK's current licensing, capital, network, software, interoperability, and technical infrastructure criteria, and charging equipment must comply with applicable TSE and electrical safety standards.

Entities producing controlled military equipment, advanced defense software, or certain dual-use technological goods may need a Facility Security Clearance and a Production Permit from the Ministry of National Defense (MSB). The process can involve physical security audits and background checks on shareholders and key personnel. Exact requirements depend on the product, facility, classification level, and applicable legislation.

The core difference lies in liability. In capital companies (JSC/LLC), shareholder exposure for private debts is generally limited to the capital undertaken, subject to important exceptions such as unpaid capital and public receivable liability in LLCs. In collective and commandite-type structures, partners may face broader personal liability. Ordinary partnerships are contractual arrangements rather than separate commercial companies.