Establishing a Company in Turkey: A Step-by-Step Guide

Introduction

Turkey, a dynamic country with a growing economy, offers diverse opportunities for business ventures. Understanding the process of establishing a company in Turkey is crucial for both domestic and foreign investors. This guide details the procedures and requirements based on the Turkish Commercial Code.

Types of Companies in Turkey​​

Turkey recognizes several types of business entities:

1. Joint Stock Company (JSC)

2. Limited Liability Company (LLC)

3. Collective Company

4. Limited Partnership

5. Cooperative

JSCs, LLCs, and limited partnerships divided into shares are considered capital companies, where partners' liability is limited to their capital commitment. In contrast, ordinary limited partnerships and collective companies are private companies, where partners have unlimited liability.

Company Establishment Procedures​​

Step 1: Preparation of the Company Contract

• MERSİS Registration: Founders start by creating a membership on the MERSİS (Central Registry Recording System) platform.

• Tax Number: Foreign nationals must obtain a tax number and register it on MERSİS.

• Company Contract: This is prepared on MERSİS, with founders' signatures needing approval.

Step 2: Signature Declarations

• Company Representatives: The signatures of individuals authorized to represent the company must be approved and recorded​​.

Step 3: Financial Requirements

• Capital Requirement: A portion of the capital (0.04%) must be deposited as the Competition Authority’s share. For JSCs, at least 25% of the shares committed in cash must be deposited in a bank account before registration​​.

Step 4: Registration

• Trade Registry Directorate: Founders apply for registration at the Trade Registry Directorate with all relevant documents​​.

Required Documents for Registration​​

For Joint Stock Companies

• Articles of Association

• Proof of capital payment

• Valuation reports for non-cash capital

• Signature declarations

For Limited Liability Companies

• Company agreement

• Statements of non-partner board members

• Valuation reports for non-cash capital

• Signature declarations

For Cooperatives

• Approved company contract

• Authorization letter for establishment

• Signature declarations

For Collective Companies and Limited Partnerships

• Approved company agreement

• Valuation reports for non-cash assets

• Letters from relevant registries confirming no restrictions on capital

Conclusion

Setting up a company in Turkey is a straightforward process, streamlined through the MERSİS platform. Whether establishing a JSC, LLC, cooperative, collective company, or limited partnership, adherence to the Turkish Commercial Code and submission of the required documents to the Trade Registry Directorate are key. With these steps, entrepreneurs can effectively establish their business presence in Turkey.

As Güneş Law, you can contact us to get information and legal support from our expert team for your company formation and all other company affairs.