Overview & Key Legal Environment
This guide details the legal and administrative procedures for incorporating a corporate entity in Türkiye under the Turkish Commercial Code (TCC No. 6102) and Foreign Direct Investment Law (FDI Law No. 4875). Foreign investors enjoy equal treatment, 100% foreign ownership, and unrestricted profit repatriation.
Key Updates for 2026
- Capital Requirements: Minimum capital is set at TRY 250,000 for Joint Stock Companies (JSCs / A.Ş.)—TRY 500,000 under the registered capital system—and TRY 50,000 for Limited Liability Companies (LLCs / Ltd. Şti.). Existing companies formed before 2024 must increase their capital to these thresholds by December 31, 2026, or face automatic dissolution.
- Digitalization & Execution: Mandatory physical notarization is eliminated; Articles of Association (AoA) and signature declarations can be signed electronically via MERSİS or in person before Trade Registry officials.
- Competition Share & E-Books: The 0.04% Competition Authority contribution is paid electronically via MERSİS/HTS. Companies established from January 1, 2026, keep electronic non-accounting commercial books (e.g., share ledgers and general assembly minutes) via the ETDS system.
Step-by-Step Formation Process
- Drafting AoA: Prepared online via MERSİS with NACE business activity codes.
- Document Execution: Foreign shareholders provide apostilled/legalized certificates of activity, corporate resolutions, and powers of attorney (POAs) translated into Turkish.
- Tax IDs & Capital Deposit: Tax identification numbers are acquired online via the Interactive Tax Office. For JSCs, 25% of cash capital must be blocked in a bank before registration (LLCs do not require pre-payment; balance payable within 24 months).
- Registry Submission & Tax Set-Up: Documents are submitted to the Trade Registry Directorate. Following registration, an on-site physical tax inspection takes place, and the company activates e-Notification (e-Tebligat) and e-Invoice/e-Ledger systems.
- Post-Registration Compliance: Ultimate Beneficial Owners (UBO) holding over 25% must be reported to the tax administration within one month.
