Company Formation

In Türkiye, foreign investors may establish companies, open branches or liaison offices on equal terms with domestic investors under the Foreign Direct Investment Law No. 4875. While the company formation process is relatively fast, the correct selection of structure, document preparation and post-formation compliance steps require careful attention. Emir Law & Consulting accompanies foreign founders throughout this entire process, ensuring a fast and error-free formation experience.

Company Type Selection: Ltd. or JSC?

The most common choice is between a limited liability company (Ltd. Şti.), with its lighter bureaucratic burden, and a joint-stock company (A.Ş.), which offers more flexible share transfers and corporate governance advantages. Key differences:

• Minimum capital: TRY 10,000 for Ltd., TRY 50,000 for JSC (non-public).
• Number of shareholders: Ltd. requires a minimum of 1 and a maximum of 50 shareholders; JSC requires a minimum of 1 shareholder.
• Share transfer: Ltd. requires notarisation and a general assembly resolution; JSC enables more flexible transfers through registered or bearer share certificates.
• Management: Ltd. has a manager/board of managers; JSC requires a board of directors.

A foreign company may also open a branch in Türkiye; the branch does not have a separate legal personality but creates an independent tax liability. A liaison office cannot conduct commercial activities; it is used solely for market research and promotional purposes.

Formation Process: Step by Step

Company formation in Türkiye is initiated digitally through the MERSIS system and completed by registration at the Trade Registry Office. The average duration is 3–5 business days. Key steps:

• Company name reservation and preparation of the draft articles of association
• Apostille, notarisation and sworn Turkish translation for foreign founders
• Preparation of corporate representative appointment documents for legal entity founders
• Payment of the Competition Authority contribution and deposit of formation capital into a blocked bank account
• Pre-application via MERSIS and Trade Registry registration
• Tax office registration and obtaining a tax identification number
• Social security workplace registration (if personnel employment is planned)
• Foreign capital notification (Ministry of Treasury and Finance / Central Bank)

Bank Account and Practical Steps

Opening a bank account in Türkiye for companies with foreign shareholders can be time-consuming due to KYC requirements and documentation volume. We also provide support in selecting the appropriate bank, preparing the required documents in advance and coordinating the process. Certain activities require additional documents such as a circular of signatures and notarised power of attorney.

Sectoral Licences and Permits

In sectors such as finance, insurance (BRSA), energy (EMRA), healthcare (Ministry of Health) and media (RTÜK), obtaining a licence or permit from the relevant regulatory authority is mandatory in addition to Trade Registry registration. We also provide legal support in ensuring these applications are made correctly and on time.

Our Services

• Company type analysis and structure recommendation (Ltd., JSC, branch, liaison office)
• Preparation of articles of association and founding documents
• Apostille, notarisation and translation coordination for foreign founders
• MERSIS application and management of the Trade Registry registration process
• Tax office and social security registrations
• Foreign capital notifications (Treasury, Central Bank)
• Document preparation and coordination support for bank account opening
• Branch and liaison office establishment procedures
• Sectoral licence applications (BRSA, EMRA, RTÜK, etc.)
• Circular of signatures and power of attorney preparation

Why Emir Law?

The correct structure and complete documentation at the formation stage produce determining outcomes for future tax and compliance. Our firm, with its thorough knowledge of foreign capital legislation and local practical applications, supports you in establishing your company swiftly, accurately and strategically.