ESTABLISHING A COMPANY IN TURKEY FOR FOREIGNERS (2025)

It is possible to establish a company in Turkey for foreigners upon completion of the necessary legal procedures. Relevant provisions regarding this process are outlined in the Foreign Direct Investment Law No. 4875. This law addresses key principles such as investment freedom, incentives for foreign investors, and equal treatment, while also providing certain guarantees for foreigners through specific provisions.

The primary laws governing the establishment of companies and commercial activities by foreigners in Turkey include the Foreign Direct Investment Law No. 4875, the Turkish Commercial Code No. 6102, and the Turkish Code of Obligations No. 6098. Additionally, the Regulation on the Implementation of the Foreign Direct Investment Law provides supplementary regulations to support these laws.

THE FIRST THREE STEPS TO TAKE FOR ESTABLISHING A COMPANY IN TURKEY FOR FOREIGNERS

1. Issuing a Special Power of Attorney

If the process of establishing a company in Turkey is to be carried out by a lawyer, the company shareholders must issue a special power of attorney. This power of attorney must be notarized and apostilled in the foreign shareholder’s home country or issued at the Turkish Consulate.

The original pyhsical copy of the power of attorney must be submitted to the relevant Chamber of Commerce. Therefore, the power of attorney must be pyhsically sent to the attorney upon completion of the issuance.

Note: If the power of attorney is issued by a notary in the shareholder’s home country, it must be sent with an apostille. Additionally, the power of attorney must be translated and notarized in Turkey.

2. Reserving the Trade Name

The first step in establishing a company in Turkey is to decide on the company’s trade name. This name must be unique and not previously registered by another entity. Through the MERSIS system, the chosen trade name can be reserved for 15 days, with the possibility of extension. Deciding on and reserving a trade name is crucial for foreigners planning to establish a company in Turkey.

3. Obtaining a Potential Tax Number

A potential tax identification number must be obtained from the relevant tax office on behalf of the company shareholders. This can be done either in person by the foreigner or by a lawyer authorized through a power of attorney.

DOCUMENTS REQUIRED FOR ESTABLISHING A COMPANY IN TURKEY FOR FOREIGNERS

The most critical aspect of the process for foreigners establishing a company in Turkey is the complete and accurate preparation of documents. Below is the list of documents required:

1. Special Power of Attorney for the Lawyer

If the company establishment process will be carried out through a representative, a power of attorney is required. This document must:

Be apostilled and translated into Turkish by a sworn translator.
Be notarized.
Include the necessary authorizations.
(If the PoA is issued at the Turkish consulate or Turkish notary apostille and translation is not required.)

If the shareholder is an individual, a notarized copy of the passport translation is also required. The power of attorney must be notarized in the shareholder’s home country. If the home country is a party to the Hague Apostille Convention, the document must also be apostilled.

If the foreigner’s home country is not a signatory of the Hague Convention, the notarized power of attorney must be authenticated through the Turkish consulates.

2. Passport Photos

Four pieces of passport-sized photos of each shareholder are required.

3. Commercial Registry Certificate of Foreign Corporate Shareholder

If the shareholder is a foreign corporate entity, a notarized and apostilled Commercial Registry Certificate from the shareholder’s home country is required. This certificate must also be translated into Turkish by a sworn translator.

Note: This document is not needed if the shareholder is an individual rather than a corporate entity.

4. Declaration of Establishment by Corporate Shareholder

If the shareholder is a foreign corporate entity, the Declaration of Establishment signed by the authorized representatives must be notarized, apostilled, translated into Turkish, and notarized in Turkey.

Note: This document is not needed for individual shareholders.

5. Board Resolution on Establishment of the Company

If the shareholder is a foreign corporate entity, the resolution approving the establishment of the company in Turkey must be:

Signed by the corporate entity’s authorized representatives.
Apostilled, translated into Turkish, and notarized.

This document must be submitted to the Chamber of Commerce.

Note: Not required if the shareholder is an individual.

6. Articles of Association

The company’s main agreement (Articles of Association) must be signed by the foreign shareholder (whether an individual or a corporate entity) or their authorized representative with a power of attorney.

7. Bank Letter and Receipt for Deposited Capital

For limited companies:

The minimum capital requirement is 50.000,00 TRY.
At least 25% of the pledged capital must be deposited into a bank before registration.

For joint-stock companies:

The minimum capital requirement is 250.000,00 TRY.
Similarly, 25% of the pledged capital must be paid before registration, with the remaining amount payable within 24 months of registration.

Additionally, 0.04% of the pledged capital must be deposited into the Competition Authority’s bank account, and the original receipt must be provided. For example, for a 50.000,00 TRY capital, this fee is 20,00 TRY.

8. Chamber Registration Application

A signed Chamber Registration Application must be completed, including the shareholders’ photos.

NOTE: All documents prepared in a language other than Turkish must be notarized in the relevant country, have an apostille certification if applicable, be translated into Turkish by a sworn translator in Turkey, be notarized by a Turkish notary.

The Trade Registry Office in Turkey only accepts documents with translations completed and notarized within Turkey.

PROCEDURE FOR ESTABLISHING A COMPANY IN TURKEY FOR FOREIGNERS

Once all the required documents listed above have been prepared, the process of establishing the company can begin. Below are the main steps:

1. Drafting the Articles of Association

The Articles of Association are prepared on the MERSIS system. At this stage:

The shareholders and their roles must be determined.
The company address must be specified.
The purpose, scope, and fields of activity of the company must be defined and included in the Articles of Association.

2. Submission of the Signature Declaration by the Company Manager

After drafting the Articles of Association, the company manager must submit a signature declaration. (circular of signature)

Key considerations for appointing the company manager include:

The company manager must be explicitly identified in the Articles of Association.
The manager can be the foreign corporate shareholder itself; however, in this case, the corporate entity must appoint an individual representative.

If the appointed representative is a Turkish citizen, their name, surname, address, nationality, and Turkish ID number must be provided. If the representative is a foreign national residing in Turkey, a residence permit and a notarized copy of their passport (translated into Turkish) are required.

The appointed manager or their representative must personally visit a notary to submit the signature declaration. (circular of signature)

3. Deposit of Capital

According to Article 334/1 of the Turkish Commercial Code (TTK), “At least 25% of the nominal value of the shares committed in cash must be paid before registration, and the remaining amount must be paid within 24 months after registration.”

Thus, it is not mandatory to deposit the full capital amount during company registration. A minimum of 25% must be deposited at the establishment stage, and the remaining balance can be paid within 24 months after registration.

4. Payment of the Competition Authority Fee

After obtaining the bank letter mentioned above, the company’s foreign shareholder or their representative must deposit 0.04% of the pledged capital into the Competition Authority’s account at Türkiye Halk Bankası, Ankara Corporate Branch (IBAN: TR40 0001 2009 4520 0080 0000 11). The original receipt, stamped and signed by the bank, must be obtained as proof of payment.

5. Preparation of the Chamber Registration Petition

Once the above steps are completed, the Chamber Registration Petition must be prepared.

This petition must be signed by the company manager or their representative.
The petition must specify the tax office to which the company will be affiliated and include a list of accompanying documents.
It should clearly indicate the company name, capital, address, opening date, and the NACE code describing the business activity.
It must state that the responsibility for the accuracy of the information lies with the signatories.

6. Preparation of the Establishment Notification Form

The Establishment Notification Form must be prepared in four copies and signed by the company manager or their representative.

7. Application to the Istanbul Trade Registry Office

After preparing all the required documents, an application is submitted to the Trade Registry Office.

During the application:

The foreign shareholder or their representative must appear at the appointment time with the necessary documents. (If represented by an attorney, the attorney’s presence is sufficent for the completion of the company establishment process.)
The authorized personnel at the Trade Registry Office will review the documents, verify the applicant’s identity, and perform final checks.

Once verified, the Articles of Association generated on MERSIS are printed, signed by the founders/representatives, and stamped by the registry office. The tax assessment and collection process is carried out on the same day.

Following the registry’s decision, the company’s official books (ledger, journal, inventory book, share ledger, and board of directors’ resolutions book) must be notarized, along with the initial signature circular.

If applicable, the lease agreement for the company’s office and the stamp duty for the accounting services agreement must also be paid.

8. Announcement in the Turkish Trade Registry Gazette

The company will be registered in the trade registry where its headquarters are located, and the establishment will be published in the Turkish Trade Registry Gazette.

9. Tax Office Registration and Inspection

Following the registration, an application must be made to the tax office for workplace opening. A tax officer will visit the company’s headquarters for an inspection.

During this visit, the appointed representative or the company’s attorney must be present. Once the inspection is completed, the company’s establishment process will be finalized, and the company can begin its business activities.

NOTE:

The process outlined above summarizes the general steps for establishing a company. While the required documents are detailed above, additional documents may occasionally be requested by the Trade Registry Office depending on the country or individual. In such cases, the registry office will notify the applicant of the missing documents. After addressing the deficiencies, the registration process will continue. The Trade Registry Office will review and communicate any additional requirements to the applicant.

WORK PERMIT APPLICATION AFTER COMPANY ESTABLISHMENT

If the shareholder(s) of the company are foreign nationals, a work permit application must be made for each shareholder after the company is established. There is no need for a work permit during the company establishment process. The work permit application will be submitted after completing the company establishment procedure outlined above.

If the shareholder(s) do not have a residence permit valid for at least six months in Turkey, the work permit application must be submitted to Turkish representations abroad (consulates or embassies). During this process, a reference number is assigned to the foreign applicant, and the work permit procedure is tracked using this reference number.

Key Considerations:

Employment Requirement for Turkish Citizens
- For every foreign shareholder requesting a work permit, at least five Turkish citizens must be employed in the company.
- If the foreign national is a shareholder of the company, the five-employee requirement applies only for the last six months of the one-year work permit period.
- If work permits are to be obtained for more than one foreigner in the same company, an additional five Turkish citizens must be employed for each subsequent foreigner.
Paid-In Capital Requirement
- The company’s paid-in capital must be at least 100,000 TRY to apply for a work permit.
Timing for Employing Turkish Citizens
- It is not mandatory to employ five Turkish citizens during the first six months of the work permit. However, after six months from the company’s establishment, this requirement becomes mandatory.
- If the company fails to employ five Turkish citizens, the Ministry of Labor will reject the work permit extension application for the foreign shareholder.
Conditions for Turkish Employees
- The Turkish employees must work on a full-time basis.
Validity and Renewal of Work Permits
- Work permits are initially granted for one year.
- When applying for a renewal after the first year, the company must not have any outstanding debts to SGK (Social Security Institution), Tax Authority, or Bağ-Kur (self-employment insurance). If there are debts, they must be restructured before the renewal application.

These conditions must be met to ensure the validity of the foreign shareholder’s work permit and its extension, ensuring compliance with Turkish labor laws.

TYPES OF COMPANIES IN TURKEY

According to the Turkish Commercial Code, there are five different types of companies in Turkey. These are:

JOINT STOCK COMPANY
LIMITED LIABILITY COMPANY
GENERAL PARTNERSHIP
LIMITED PARTNERSHIP
COOPERATIVE

Joint stock companies and limited liability companies are the most common types of companies in Turkey. A joint stock company, limited liability company, and a limited partnership with capital divided into shares are capital companies. In capital companies, shareholders are only liable to the company to the extent of the capital they have committed.

A general partnership and a limited partnership are personal companies. In personal companies, the shareholders have unlimited secondary liability for the company’s debts. The establishment, fundamental features, and operations of these companies are regulated under the Turkish Commercial Code No. 6102. Cooperatives are primarily governed by the Cooperatives Law No. 1163.

ADVANTAGES OF ESTABLISHING A COMPANY IN TURKEY FOR FOREIGNERS

The process for foreigners to establish a company in Turkey is subject to the same procedure as Turkish citizens. Due to the implementation of the Foreign Direct Investment Law, foreign-owned companies established in Turkey are treated equally with Turkish companies. In fact, certain advantages have been provided to foreign investors due to this law. These advantages include:

The expropriation or nationalization of foreign investments is restricted.
Foreign investors can freely transfer their earnings from sales, liquidation, compensation, and similar agreements arising from their activities in Turkey to abroad.
Foreigners wishing to invest in Turkey can benefit from various government incentives, such as tax reductions, investment site allocations, insurance premiums, and similar state support, provided certain conditions are met.
Easier work permit procedures are available for foreign employees to be employed in foreign-invested companies.
In case legal problems arise regarding foreign capital companies in Turkey, international arbitration and other dispute resolution methods can be used. Turkey is a party to agreements that prevent foreign investors from paying double taxes in both their home country and Turkey. The number of countries that are parties to these agreements is increasing daily, making investment opportunities in Turkey easier.
Foreigners also use the advantages when opening branches or establishing liaison offices in Turkey.

Foreigners establishing companies and investing in Turkey are subject to the same procedures as Turkish citizens. The rights and obligations held by Turkish companies also apply to foreign-capital companies. In addition to all of these, many incentives are provided to foreign investors.

COST OF ESTABLISHING A COMPANY IN TURKEY FOR FOREIGNERS

The cost of establishing a company in Turkey for foreigners varies depending on the type of company being established and is updated every year. Limited companies, joint stock companies, and cooperatives are exempt from the establishment fee, while personal companies, collective partnerships, and limited partnerships are subject to the establishment fee.

FREQUENTLY ASKED QUESTIONS

1.Is it necessary for foreigners to come to Turkey to establish a company?

It is not necessary for foreigners to come to Turkey in person to establish a company. A foreigner can establish a company without ever coming to Turkey by granting power of attorney to a lawyer. If the company establishment process is carried out through a representative, a power of attorney containing the necessary authorizations, translated into Turkish by a sworn translator and notarized, is required. Additionally, it should be noted that the foreign partner does not need to have a residence permit in Turkey. However, attention should be paid to the details related to the work permit procedure mentioned above.

2.Can foreigners open a bank account in Turkey after establishing a company?

After the completion of the company establishment process, a bank account must be opened. Each bank, whether public or private, has different procedures and document requirements for opening a bank account. You can review our article titled “Opening a Bank Account in Turkey for Foreigners” for more details.

3.How long does it take for foreigners to establish a company in Turkey?

Establishing a company in Turkey for foreigners takes approximately 1 week after completing the necessary documents. This period can be extended if additional documents are requested by the Trade Directorate, if there are scheduling conflicts at the Trade Registry Office, etc. Once the company is announced in the Trade Registry Gazette and the tax-related processes are completed with an accountant, the company can begin its commercial activities directly.

4.Can a foreigner establish a company without a work permit?

Foreigners do not need a work permit or residence permit during the company establishment process in Turkey. However, if the company partner(s) are foreign nationals, work permit applications must be made for each partner after the company is established.

CONCLUSION

It is possible for foreigners to establish a company in Turkey. Foreigners can establish all types of companies that Turkish citizens can establish, according to the law. The most important part of the procedure for foreigners establishing a company in Turkey is ensuring the documents are prepared thoroughly. In order to avoid any mistakes it is important to seek assistance from an experienced lawyer in this process. Once the documents are prepared, the process can be completed through power of attorney without the foreigner needing to be present for the registration application.