Setting up a subsidiary is the most common way for a foreign business to establish itself in Turkey (Türkiye). The process is well established and largely electronic, but it is formal and document-driven. Most delays come from preparing documents abroad, obtaining Turkish tax numbers for foreign founders and onboarding with a bank, rather than from the registration itself.
This guide walks through the incorporation of a limited company (limited şirket, Ltd. Şti.) or a joint stock company (anonim şirket, A.Ş.) owned by a foreign company or individual, and then sets out what has to be done in the first weeks and the first year after registration. If you have not yet chosen the form of your presence, start with choosing a business structure.
Key points
- Incorporation is carried out through the MERSİS online system and the local trade registry, usually within the chamber of commerce for the company's registered address.
- Foreign corporate documents normally need to be notarised, apostilled (or legalised) and translated into Turkish by a sworn translator.
- Foreign shareholders and managers generally need Turkish tax numbers before the company can be registered.
- At the time of writing the minimum capital is TRY 50,000 for a limited company and TRY 250,000 for a joint stock company, with special rules on when capital must be paid in.
- Registration is the start, not the end: tax registration, statutory books, electronic invoicing, foreign investment reporting and, once staff are hired, social security registration follow.
Before you start: decisions to make
Gathering the following information at the outset avoids having to redo documents later:
- Company type: limited company or joint stock company.
- Trade name (ticaret unvanı): it must include the company type, be distinguishable from registered names and should reflect the activity. Some words, such as "Türk", "Türkiye", "Cumhuriyet" or "Milli", or the name of a foreign country, require permission.
- Registered address: a real address in Turkey, often an office lease or a virtual office arrangement acceptable to the registry and the tax office. See leasing offices and warehouses.
- Business purpose (amaç ve konu): drafted broadly enough to cover planned activities but consistent with any licences required.
- Shareholders and capital: who holds the shares, in what proportions, and the capital amount.
- Management: the manager or managers of a limited company, or the board of directors of a joint stock company, and who will sign on the company's behalf and with what limits.
- Financial year and accountant: most companies use the calendar year. In practice, most companies appoint a licensed financial adviser (mali müşavir) from the start.
Step 1: Prepare and authenticate the foreign documents
When the shareholder is a foreign company, the registry and the tax office usually ask for:
- a certificate of good standing or extract from the commercial register showing the company's existence, registered address and authorised signatories;
- the parent's articles of association or equivalent, where requested;
- a board resolution approving the investment, the capital, the appointment of managers or directors and the appointment of representatives;
- a power of attorney authorising a person in Turkey to carry out the incorporation steps.
When the shareholder or a manager is an individual, a passport copy (notarised and translated) and, in practice, an address document are generally required.
Documents issued abroad must normally be notarised and apostilled under the Hague Apostille Convention or, for countries outside the Convention, legalised by the Turkish consulate. They are then translated into Turkish by a sworn translator and the translation is notarised in Turkey. Some documents can be signed before a Turkish consulate abroad instead. Our articles on apostille and document certification in the UK and on powers of attorney in Turkey explain these steps in more detail.
Consistency matters. Names, addresses and company numbers must match across all documents and translations, and a certificate of good standing that is too old may be rejected. Registries and banks often expect such documents to be recent, commonly within the last few months.
Step 2: Obtain Turkish tax numbers for foreign founders
Each foreign shareholder, and usually each foreign manager or director, needs a Turkish tax identification number. For foreign companies this is often called a "potential tax number". It is obtained from a tax office on the basis of the authenticated and translated corporate documents or passport. Foreign individuals who hold a Turkish residence permit may already have a foreigner identification number that serves this purpose.
The tax number is usually issued quickly once the documents are accepted, but it cannot be obtained until Step 1 is complete. See our article on tax numbers for foreigners in Turkey.
Step 3: Draft the articles of association and file through MERSİS
The articles of association (esas sözleşme) are prepared in the Central Registry System, MERSİS, using the standard structure, with company-specific provisions added. Typical points to consider include:
- the business purpose and scope;
- the capital, the number and nominal value of shares and how capital will be paid;
- management or board structure, term of office and quorum rules;
- restrictions on share transfers and pre-emption rights;
- where the company will publish announcements and hold meetings;
- whether a joint stock company will use the registered capital system.
For a joint venture or a company with several shareholders, the articles should be read together with any shareholders' agreement. Provisions of a shareholders' agreement that are not reflected in the articles generally bind only the parties to it, not the company or third parties. Our article on shareholders' agreements explains why this matters.
Once the application is complete in MERSİS, the founders or their attorneys sign the articles, either before the trade registry officer or before a notary, depending on the case.
Step 4: Capital: how much and when it must be paid
At the time of writing, the minimum capital is:
| Company type | Minimum capital |
|---|---|
| Limited company | TRY 50,000 |
| Joint stock company | TRY 250,000 |
| Non-public joint stock company using the registered capital system | TRY 500,000 (initial capital) |
These amounts were increased with effect from the start of 2024, and existing companies with lower capital must bring it up to the new minimum within a transition period. That period has been extended (most recently to 31 December 2027), and companies that do not comply risk being treated as dissolved, so existing companies should check the current deadline.
The timing of payment differs between company types:
- Joint stock company: generally, at least 25% of the cash capital must be paid before registration into a blocked account opened in the company's name at a bank, with the balance payable within 24 months after registration.
- Limited company: cash capital can generally be paid within 24 months after registration, so no pre-registration deposit of the capital is normally required.
In addition, a small statutory contribution calculated on the capital is payable to the Turkish Competition Authority at incorporation and on capital increases, and the bank receipt is filed with the registration documents.
Capital can also be contributed in kind, but this requires a court-appointed expert valuation and is more involved. The minimum is only the legal floor. Banks, landlords and the work permit authorities may expect more, and the business plan usually determines the right figure. Banking aspects are covered in opening a corporate bank account.
Step 5: Signature declarations and registration
The persons authorised to represent the company provide signature declarations (imza beyannamesi), which are signed before a notary or the trade registry officer. Foreign managers who are not in Turkey can, in some cases, sign before a Turkish consulate.
The trade registry reviews the file. If it is complete, it registers the company, and the company acquires legal personality on registration. The registration is then published in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi). The company also becomes a member of the relevant chamber of commerce or chamber of industry, which charges registration fees and annual dues.
Once the documents are ready, registration itself often takes around one to two weeks, though this is indicative and varies between registries.
Step 6: Tax registration and initial set-up
The trade registry notifies the tax office of the new company. The tax office then carries out an inspection (yoklama) of the registered address to confirm that the company exists there. After that, the company receives its tax certificate (vergi levhası). Your mali müşavir usually handles this step.
At around the same time the company will typically need to:
- set up its statutory books. Many companies are required to keep electronic books (e-defter), depending on thresholds and sector; companies keeping paper books have them certified by a notary;
- obtain a qualified electronic signature or financial seal for filings and electronic invoicing systems;
- obtain an electronic notification (UETS) address, which is mandatory for joint stock and limited companies, and many companies also open a registered electronic mail (KEP) address for formal notices;
- register for electronic invoicing (e-fatura) and e-archive invoices, either from the start or once thresholds set by the Revenue Administration are exceeded. The thresholds are updated periodically;
- activate the tax administration's electronic notification (e-tebligat) so that tax notices are received.
The tax guide explains the taxes the company will pay and its regular filings.
Step 7: Foreign investment reporting
Companies with foreign capital provide information about their foreign direct investment to the Ministry of Industry and Technology through its online system, E-TUYS. This includes information on capital, shareholders and, periodically, financial and activity data. These filings are informational rather than an approval, but they are a legal obligation and are easy to overlook in the first year.
Step 8: Hiring, premises and licences
If the company will employ staff, it must register a workplace with the Social Security Institution (SGK) and notify each employee before they start work. Employment contracts, payroll and occupational health and safety obligations apply from the first day. See hiring employees in Turkey and onboarding employees.
Most premises also need a workplace opening and operating licence from the municipality, and some activities need sector licences. Foreign managers who will work in Turkey generally need work permits.
Documents checklist
The documents below are typically requested. Requirements vary by registry, by company type and by the founder's country, so treat this as a starting point rather than a definitive list.
| Document | Corporate shareholder | Individual shareholder | Notes |
|---|---|---|---|
| Certificate of good standing or register extract | Yes | — | Apostilled and translated; usually recent |
| Board resolution approving the investment | Yes | — | Names the representatives and managers or directors |
| Power of attorney for local representatives | Usually | Usually | Apostilled and translated, or signed before a Turkish notary or consulate |
| Passport copies of individuals involved | Signatories | Yes | Notarised and translated |
| Turkish tax number | Yes | Yes | Obtained from a tax office |
| Articles of association | Yes | Yes | Prepared in MERSİS |
| Signature declarations | Yes | Yes | For each authorised signatory |
| Capital deposit and Competition Authority receipts | Yes | Yes | Joint stock companies deposit part of the cash capital before registration |
| Registered address documents | Yes | Yes | Lease or address arrangement acceptable to the tax office |
After registration: the first-year compliance calendar
Turkish companies have ongoing corporate obligations as well as tax filings. The main recurring items include:
- Annual ordinary general assembly, generally within three months after the end of the financial year, to approve the financial statements, release the managers or directors and resolve on profit distribution. For many companies the meeting minutes and related documents must then be registered or filed.
- Resolutions of the managers or board for significant decisions, recorded in the company's resolution book.
- Share ledger and other statutory books, which must be kept up to date.
- Independent audit, which applies to companies that exceed thresholds set by presidential decision for total assets, net sales and number of employees. The thresholds are revised from time to time.
- Company website: companies subject to independent audit are generally required to maintain a website with certain statutory content.
- Registration of changes: changes to managers, directors, address, capital or articles must be registered and, where required, published.
- Periodic foreign investment reporting through E-TUYS.
- Tax and payroll filings, prepared by the mali müşavir on a monthly, quarterly and annual cycle.
Failure to register changes or hold the required meetings can lead to administrative fines and practical problems with banks and counterparties. Many foreign groups keep a simple annual calendar shared between head office, the local accountant and their legal advisers.
Opening further branches of a Turkish company
Once the company exists, it can open additional places of business, such as a second office, a store, a warehouse or a factory site. Under Turkish law each of these may be registered as a branch (şube) of the Turkish company. Opening one generally involves a resolution of the managers or board, registration with the trade registry where the branch is located, notification to the tax office and, if staff will work there, a separate SGK workplace registration and its own workplace licence.
Not every location needs to be registered as a branch. Whether a warehouse or store is a branch or simply a place of business depends on how independently it operates, and your mali müşavir and legal advisers will usually take a view on this. See opening a retail store and branches and liaison offices.
How long and how much?
Once documents are ready, registration often takes one to two weeks. The whole process, including document preparation abroad, tax numbers, bank onboarding and tax registration, more commonly takes several weeks. Costs include notary and translation fees, registry and chamber fees, the Competition Authority contribution, accountant fees and legal fees. They vary with the complexity of the structure and are best estimated case by case.
For background, see our earlier article on establishing a limited company in Turkey, and our corporate and commercial law in Türkiye page for how we support incorporations alongside Turkish-qualified professionals.
Frequently asked questions
How long does it take to register a company in Turkey?
Once all documents are ready, registration at the trade registry often takes around one to two weeks. Preparing and apostilling documents abroad, obtaining tax numbers and opening a bank account usually extend the overall timetable to several weeks. These timings are indicative and vary between registries and banks.
Can a foreigner set up a company in Turkey without visiting?
In many cases the process can be completed through a representative holding a notarised and apostilled power of attorney, with signatures given before a notary or a Turkish consulate abroad. Banks may still want to meet authorised signatories or verify their identity directly. Plan for at least one visit if a foreign individual will be a signatory on the bank account.
What is the minimum capital for a limited company in Turkey?
At the time of writing the minimum capital for a limited company is TRY 50,000, and cash capital can generally be paid within 24 months after registration. Existing companies with lower capital must increase it within a transition period, most recently extended to 31 December 2027. Banks, landlords and work permit criteria may make a higher capital advisable.
What is the minimum capital for a joint stock company in Turkey?
At the time of writing it is TRY 250,000, or TRY 500,000 initial capital for a non-public joint stock company using the registered capital system. At least 25% of cash capital generally has to be paid into a bank account before registration, with the balance payable within 24 months. See opening a corporate bank account.
Do foreign shareholders need a Turkish tax number?
Yes. Foreign corporate and individual shareholders, and usually foreign managers or directors, need a Turkish tax identification number before the company can be registered. It is obtained from a tax office using apostilled and translated documents. See our article on tax numbers for foreigners.
Do documents from abroad need an apostille?
Generally yes. Corporate documents and powers of attorney issued abroad usually need to be notarised and apostilled, or legalised by a Turkish consulate in countries outside the Apostille Convention. They are then translated into Turkish by a sworn translator and the translation is notarised in Turkey.
What is MERSİS?
MERSİS is Turkey's Central Registry System, the online platform used to prepare incorporation applications and articles of association and to record later changes to registered companies. Applications are prepared in MERSİS and then completed at the trade registry. Each registered company receives a MERSİS number.
Does a Turkish company need a local accountant?
In practice, yes. Statutory books, tax returns, payroll filings and social security declarations are prepared and submitted by a licensed financial adviser (mali müşavir). Choosing one early helps with tax registration and electronic invoicing set-up.
Can the registered address be a virtual office?
Some registries and tax offices accept virtual or shared office arrangements, but practice varies and the tax office inspects the address before issuing the tax certificate. Activities involving staff, stock or customers will usually require a real workplace with its own municipal licence. See leasing offices and warehouses.
What happens after the company is registered?
The company completes tax registration, sets up electronic books, signatures and invoicing, opens its bank account, reports its foreign investment through E-TUYS and, before hiring, registers a workplace with the SGK. It must then hold an annual general assembly and keep its registered details up to date. The tax guide covers the recurring tax filings.
Is an independent audit required for a new company?
Only companies that exceed thresholds set by presidential decision, based on total assets, annual net sales and number of employees, are subject to independent audit. The thresholds are revised periodically, so the position should be checked each year. Some regulated sectors are subject to audit regardless of size.
Can a Turkish company open branches in other cities?
Yes. A Turkish company can open branches (şube) by resolution of its managers or board, registering them with the trade registry where they are located and notifying the tax office. If staff work at the branch, a separate SGK workplace registration and municipal licence are usually needed.
This guide is general information about Turkish law and practice at the date shown above. It is not legal, tax or customs advice and should not be relied on as such. Rules, thresholds and procedures in Türkiye change frequently and their application depends on the facts, so take advice on your own circumstances before acting. Advice on Turkish law is provided through lawyers qualified in Türkiye.