Starting an E-Commerce Company in Turkey: Legal Guide

E-Commerce in Turkey: Legal Framework and Company Formation

Turkey, with its rapidly growing digital economy and a population exceeding 85 million, presents a substantial market for e-commerce. However, conducting e-commerce activities in Turkey requires far more than simply launching a website. Establishing a comprehensive legal infrastructure covering regulatory compliance, consumer protection, data security and tax obligations is essential.

This guide examines the legal dimensions of establishing an e-commerce company in Turkey, the regulatory requirements to be observed and the critical points requiring attention. Learn more about our corporate law advisory services.

Company Formation for E-Commerce

Choosing the Right Company Type

The most commonly preferred company types for e-commerce activities are:

• Limited Liability Company (Ltd. Şti.): Ideal for small and medium-sized e-commerce ventures, this structure can be established with a minimum capital of TRY 10,000. It offers a more flexible management structure with between 1 and 50 shareholders.
• Joint-Stock Company (A.Ş.): Suitable for large-scale e-commerce operations, businesses planning to attract foreign investors and those targeting an IPO. Requires a minimum capital of TRY 50,000.
• Sole proprietorship: May be preferred by small-scale individual sellers; however, it offers no limited liability protection and has restricted growth potential.

Company Formation Steps

1. Company formation application via MERSİS
2. Preparation and notarization of articles of association
3. Deposit of capital in the bank
4. Trade registry registration and Trade Registry Gazette publication
5. Tax office registration
6. Social Security Institution (SGK) workplace registration
7. E-commerce information system (ETBİS) registration
8. Relevant chamber of commerce membership

Law No. 6563 on the Regulation of Electronic Commerce

The primary legal framework for e-commerce activities in Turkey is established by Law No. 6563. This law imposes comprehensive obligations on e-commerce service providers and intermediary service providers.

Information Disclosure Requirements

The following information must be clearly and easily accessible on e-commerce websites:

• Company trade name, MERSİS number and trade registry number
• Registered address and contact details (telephone, email)
• Tax identification number
• Taxes included in product or service prices and delivery costs
• Required permits and licences for professional activities

ETBİS (Electronic Commerce Information System) Registration

All businesses conducting e-commerce must register with the Ministry of Trade's ETBİS system. Registration requires disclosure of information including website address, field of activity, annual net transaction volume and payment methods.

Consumer Protection and Distance Selling Contracts

Law No. 6502 on Consumer Protection

E-commerce activities fall substantially within the scope of Law No. 6502 on Consumer Protection. This law grants consumers robust rights and imposes significant obligations on sellers.

Distance Selling Contracts

Online sales are legally classified as "distance contracts." Under the Distance Contracts Regulation, sellers must comply with the following rules:

• Pre-contractual information obligation: Before the contract is concluded, the consumer must be clearly informed about product features, price, delivery conditions and the right of withdrawal.
• Right of withdrawal: The consumer may withdraw from the contract within 14 days of receiving the product without stating any reason. Sellers are obligated to clearly specify the exceptions to the right of withdrawal.
• Delivery period: Products must be delivered within a maximum of 30 days from the order date.
• Confirmation mechanism: Order confirmation must be obtained through a clear and comprehensible mechanism.

Exceptions to the Right of Withdrawal

The right of withdrawal does not apply to certain products and services:

• Products prepared or personalized according to the consumer's specific requests
• Products that are perishable or likely to expire
• Hygiene products and cosmetics with opened packaging
• Digital content products (after download has commenced)
• Periodical publications other than newspapers and magazines

KVKK (Personal Data Protection Law) Compliance

E-commerce companies bear significant obligations under Law No. 6698 (KVKK) as they collect, process and store customer data.

Core KVKK Obligations

• Disclosure obligation: Informing data subjects about the purposes of data collection, data sharing recipients and their rights
• Explicit consent: Obtaining explicit consent for data processing except where legally mandated
• VERBİS registration: Registration with the Data Controllers' Registry Information System
• Data security: Implementation of technical and administrative measures, notification obligations in case of data breaches
• Cookie policy: Informing users about cookies used on the website and establishing a consent mechanism
• Cross-border data transfers: Compliance with specific conditions for transferring personal data abroad

Payment Systems Regulations

To accept payments on e-commerce platforms, compliance with regulations under Law No. 6493 on Payment and Securities Settlement Systems, Payment Services and Electronic Money Institutions is required.

• Working with payment institutions licensed by the BDDK (Banking Regulation and Supervision Agency)
• Implementation of the 3D Secure security protocol
• Compliance with PCI DSS standards
• Secure processing and storage of payment information

Marketplace Obligations

Additional obligations apply to companies operating e-commerce platforms as intermediary service providers (marketplaces). Amendments made to Law No. 6563 in 2022 introduced significant responsibilities for marketplaces:

• Prohibition of unfair commercial practices: Intermediary service providers are prohibited from engaging in unfair commercial practices against sellers.
• Internal market creation restriction: Platforms exceeding certain revenue thresholds face restrictions on selling their own branded products
• Data sharing: Rules governing access to and sharing of seller data
• Advertising expenditure limits: Advertising spending caps for platforms of certain sizes

Advertising and Promotion Rules

Advertising and promotional activities on e-commerce sites are governed by the Commercial Advertising and Unfair Commercial Practices Regulation:

• Misleading and deceptive advertisements are strictly prohibited
• Previous prices must be accurately displayed in discount and promotional campaigns
• Objective criteria must be used in comparative advertising
• Prior consent is required for sending commercial electronic messages (email, SMS)
• Influencer and social media advertisements must clearly indicate their promotional nature

Cross-Border E-Commerce

Additional legal requirements apply when conducting e-commerce from Turkey to foreign countries or from abroad into Turkey:

• Customs regulations: Customs declaration and conformity certificate requirements for import and export transactions
• VAT applications: VAT obligations on electronic service sales from abroad
• Foreign exchange regulations: Obligations under Turkish currency protection legislation
• Product safety: CE marking and product conformity certificate requirements

Conclusion and Legal Advisory

Establishing a successful e-commerce business in Turkey depends not only on commercial success but also on comprehensive legal compliance. Legal requirements spanning consumer rights, data protection, payment systems and advertising rules must be meticulously fulfilled.

Emir Law & Consulting provides professional support to clients throughout all processes, from e-commerce company formation to ensuring legal compliance of daily operations. Contact us to schedule a complimentary preliminary assessment with our experienced e-commerce law team.