With its developed commercial ecosystem and ease of access to global markets, Türkiye is a strategic hub for foreign investors. The Turkish legal system offers an investor-friendly infrastructure at international standards with the aim of encouraging foreign direct investment.
Legal Basis: Foreign Direct Investment Law No. 4875
The legal guarantee of the right of foreign nationals to establish companies and hold shares in Türkiye is Foreign Direct Investment Law No. 4875. Under Article 3(a) of the Law, the principle of “Freedom to Invest and Equal Treatment” is expressly recognised. By virtue of this principle, foreign investors have entirely equal rights and obligations with domestic investors and, unless the legislation provides otherwise, may establish any type of company under the same conditions.
Company Types and Turkish Commercial Code (TCC) Standards
Foreign individuals or legal entities may choose among the company types defined within Turkish Commercial Code No. 6102. In practice, the two most commonly established company types for commercial activity are:
- Limited liability company (Ltd. Şti.): May be established with at least 1 shareholder. Its statutory minimum capital is TRY 50,000. The liability of shareholders is limited to the capital share they undertake to contribute. There is no obligation to block the capital in a bank in advance at the formation stage; the entire capital may be paid within 24 months from the company’s registration.
- Joint-stock company (A.Ş.): Preferred for large-scale investments and for flexibility in share transfers. Its statutory minimum capital is TRY 100,000 (for non-public companies with cash capital). Unlike the limited liability company, it is a legal requirement that at least 1/4 (twenty-five per cent) of the capital undertaken in cash be blocked in a bank account before registration with the trade registry.
Formation Stages and Trade Registry Procedure
Company formation transactions are carried out through MERSİS (the Central Registry Record System), which is fully digitalised. In broad terms, the process consists of the following official steps:
- Preparation of the articles of association: The company’s trade name, fields of activity (purpose and subject), registered office and capital structure are entered via MERSİS, and a potential tax number is generated.
- Translation and certification of documents: Turkish translations bearing an apostille and/or notarised are prepared for the passports of foreign individuals and, where a foreign legal entity will be a shareholder, for the certificate of activity and registry extracts obtained from the official authorities of the relevant country.
- Registration and announcement: An application is made to the relevant Trade Registry Directorate together with the required documents and the signature declarations of the persons authorised for the company’s formation. Upon registration the company acquires legal personality and is announced in the Trade Registry Gazette.
Legal note: A foreign national who is a shareholder may be appointed as a legal signatory in the company as a “Manager” or “Board Member.” However, in order for that foreign shareholder to work actually and physically in Türkiye on behalf of the company and to exercise their signature authority within Turkish territory, it is a legal requirement that they separately obtain a work permit under Law No. 6735 after the company’s formation is completed.