Office towers rising above the Istanbul skyline

How to Set Up a Company in Turkey as a Foreigner: Types, Steps and Liabilities

By Av. Talha Yayla · October 22, 2026 · 16 min read

A foreigner can set up a company in Turkey (Türkiye) with 100% foreign ownership, with a single shareholder, and without a Turkish partner. Foreign investors are free to invest and are treated equally with domestic investors (Foreign Direct Investment Law No. 4875, Art. 3). The usual vehicle is a limited liability company (limited şirket), which needs at least one partner and a minimum capital of 50,000 Turkish lira; a joint stock company (anonim şirket) needs at least 250,000 lira. The company comes into existence on registration with the trade registry (Turkish Commercial Code No. 6102, Art. 355, 588).

What a company does not give is equally important: owning or managing a Turkish company does not by itself give the owner a right to live or work in Turkey. This guide covers the choice of company type, the incorporation steps, what foreign shareholders must prepare, the liabilities of partners and managers, and the questions about permits, banking and tax that arise in the first months.

Foreign ownership: up to 100%; national treatment (Law No. 4875, Art. 3).
Limited company: 1 to 50 partners; minimum capital TRY 50,000 (TCC Art. 573, 574, 580).
Joint stock company: one or more shareholders; minimum capital TRY 250,000 (Art. 332, 338).
Formation: articles signed before the trade registry; legal personality on registration.
Capital payment: joint stock — at least 25% before registration, the rest within 24 months (Art. 344); limited — no pre-registration payment required (Art. 585).
Management: a limited company must have at least one partner with authority to manage and represent it (Art. 623).
Profit transfer: profits, dividends and sale proceeds may be transferred abroad freely through banks (Law No. 4875, Art. 3(c)).
Work permit: required for a foreign partner who will manage or work in the company.

Legal status of this guide. It reflects the Turkish Commercial Code and the Foreign Direct Investment Law as in force. Minimum capital amounts were raised with effect from 2024 by Presidential Decision No. 7887 and may be raised again; registry practice, document requirements and tax rates change frequently. Last updated: October 2026.

The rules for foreign investors

The Foreign Direct Investment Law replaced the old permit system with a notification system. Its core principles are in Article 3:

Freedom to invest and national treatment. Unless international agreements or special laws provide otherwise, foreign investors are free to make direct investments in Turkey and are subject to equal treatment with domestic investors.
Protection against expropriation. Foreign direct investments cannot be expropriated or nationalised except in the public interest and against compensation.
Free transfers. Net profits, dividends, proceeds of sale or liquidation, compensation payments, licence and management fees, and principal and interest on foreign loans may be transferred abroad freely through banks.
Dispute resolution. For disputes arising from investment agreements governed by private law, the parties may agree on national or international arbitration or other dispute resolution methods in addition to the competent courts.

A "foreign investor" is a natural person holding foreign citizenship, a Turkish citizen resident abroad, or a legal entity established under the laws of a foreign country. Setting up a new company or branch, or acquiring shares in an existing company, counts as a foreign direct investment (Art. 2).

The phrase "unless special laws provide otherwise" matters. A number of sectors are regulated by their own legislation, which may cap foreign shareholding or require a licence — broadcasting, aviation, maritime transport, banking and financial services, private security, private education, energy and mining are the usual examples. Check the sector rules before choosing a structure.

Limited or joint stock company

The Commercial Code recognises collective, commandite, joint stock, limited and cooperative companies (Art. 124). In practice foreign investors choose between two.

	Limited company (Ltd. Şti.)	Joint stock company (A.Ş.)
Shareholders	1 to 50, natural or legal persons	1 or more; no upper limit
Minimum capital	TRY 50,000	TRY 250,000 (TRY 500,000 for non-public companies using the registered capital system)
Payment of cash capital	No payment required before registration; payable within 24 months	At least 25% before registration; balance within 24 months
Management	One or more managers; at least one must be a partner	Board of directors of one or more members; members need not be shareholders
Transfer of shares	Written agreement with notarised signatures, approval of the general assembly, registration	Generally simpler; by endorsement and delivery of share certificates or written assignment
Partners' exposure to the company's unpaid public debts	Personal liability in proportion to capital share	None as shareholder; board members may be liable
Issue of shares to the public, bonds	No	Yes
Typical use	Small and medium businesses, service companies, single-owner ventures	Larger ventures, multiple investors, regulated sectors, planned exits

For a consultancy, trading business, restaurant or software company owned by one or two people, the limited company is cheaper to form and run. A joint stock company becomes preferable where outside investors are expected, where shares will be sold later, or where the owners want to be insulated from the company's tax and social security debts. Some regulated activities can only be carried on by a joint stock company.

Branch, liaison office, sole trader

Branch. A foreign company can register a branch in Turkey. A branch has no separate legal personality — the parent is liable for its debts — and needs a fully authorised commercial representative resident in Turkey. No capital is required.
Liaison office. A foreign company can open a liaison office with permission from the Ministry of Industry and Technology. It may not carry on commercial activity or earn income in Turkey; its costs must be met from abroad. It is used for market research, representation and coordination.
Sole proprietorship. A foreigner can register as a sole trader, but only with a valid work permit for independent work, and with unlimited personal liability. See our guide to the independent work permit.

What to prepare before incorporation

For an individual foreign shareholder

passport, with a notarised Turkish translation;
a Turkish tax identification number, obtained from any tax office or online with the passport — or the foreigner identity number if the person holds a residence permit;
residential address abroad or in Turkey;
if not attending in person, a power of attorney, signed before a Turkish consulate or before a foreign notary with apostille and translation, specifically authorising the formation of the company.

For a corporate foreign shareholder

a certificate of activity or good standing from the home registry, apostilled or legalised and translated;
a board or shareholder resolution to establish the Turkish company and appointing the person who will represent the shareholder, likewise legalised and translated;
a Turkish tax number for the foreign company.

For the company

Name. It must indicate the field of activity and the company type, and must not duplicate a registered name. Certain words require permission.
Registered address. A real address with a lease or title deed; the tax office visits it. Residential addresses and virtual offices are accepted in some cases and refused in others, depending on the activity and the building's rules.
Scope of activity. Described in the articles; draft it broadly enough to cover what the business will actually do.
Accountant. Engaging a certified public accountant is in practice indispensable from day one, since statutory books and monthly filings are mandatory.

Legalisation is the stage that delays most foreign incorporations. Documents from a country that is party to the Apostille Convention need an apostille; from other countries, certification by the Turkish consulate. Every foreign document must then be translated by a sworn translator and notarised in Turkey. Prepare these first.

Incorporation step by step

Draft the articles of association in the central registry system (MERSIS). For a joint stock company the articles must contain, among other matters, the trade name and seat, the object, the capital and nominal value of each share and how it is paid, the type of shares and any privileges (Art. 339).
Sign the articles. For a limited company the articles are signed by the founders before authorised personnel at the trade registry directorate (Art. 575). For a joint stock company the founders' signatures are certified by a notary or made before the trade registry director or deputy (Art. 339). A representative holding a proper power of attorney can sign.
Pay capital where required. For a joint stock company, deposit at least 25% of the cash capital in a blocked account opened in the name of the company in formation; the bank's letter is submitted to the registry and the money is released to the company after registration (Art. 344, 345). A limited company is not required to pay cash capital before registration (Art. 585).
File with the trade registry at the chamber of commerce of the place of the registered office, with the supporting documents and the declaration of company managers. The Competition Authority contribution is paid at this stage.
Registration and publication. The company acquires legal personality on registration (Art. 355, 588). The registry announces it in the Trade Registry Gazette, issues the tax number and notifies the tax office and the social security institution.
After registration: signature circular for the authorised signatories; certification of statutory books; tax office opening inspection at the address; opening of the corporate bank account; registration as an employer with the social security institution if staff are hired; electronic invoicing and e-notification registrations as applicable; any sector licence and the municipal business opening licence.
Foreign investment reporting. Companies with foreign capital submit activity and capital information to the Ministry of Industry and Technology through its electronic system. Under the Law this information is statistical (Law No. 4875, Art. 4).

Where documents are complete, registration itself is a matter of days. The total time is governed by the legalisation of foreign documents and, afterwards, by the bank.

Acts before registration. Those who act in the company's name before it is registered are personally and jointly liable for those transactions, unless it was expressly stated that they were made on behalf of the company to be formed and the company adopts them within three months of registration (Art. 355, 588). Do not sign the office lease or supplier contracts in the company's name until it exists, or make the reservation explicit.

Person signing a contract at a desk — Articles of association are signed at the trade registry. A representative can sign under a properly legalised power of attorney.

Capital

The minimum is TRY 50,000 for a limited company and TRY 250,000 for a joint stock company. The entire capital must be subscribed unconditionally in the articles. Capital can be contributed in cash or in kind — real estate, machinery, intellectual property — in which case a court-appointed expert valuation is required.

The statutory minimum is rarely the right figure for a foreign-owned company, for three reasons:

Work permits. The evaluation criteria for a foreign partner's work permit include thresholds for the company's paid-in capital, turnover or exports, and for the partner's shareholding. A company formed at the legal minimum often fails them.
Credibility. Banks, landlords and counterparties look at registered and paid-in capital.
Unpaid capital is a debt. A shareholder owes the unpaid balance to the company, and in insolvency creditors can demand it.

Cash capital brought from abroad should be transferred through a bank with a clear description, so that the investment is documented for later repatriation.

Managers and directors

Limited company

Management and representation are regulated by the articles. They may be given to one or more partners with the title of manager (müdür), to all partners, or to third persons — but at least one partner must have the right to manage and the authority to represent the company (Art. 623). A sole foreign shareholder is therefore necessarily a manager with signing authority, even if a local professional manager is appointed alongside. Where a manager is a legal entity, it designates a natural person to act on its behalf.

Joint stock company

The company has a board of directors of one or more persons, appointed by the articles or elected by the general assembly (Art. 359). Members must have full legal capacity; they do not have to be shareholders. The Commercial Code does not require directors to be Turkish citizens or resident in Turkey. A legal entity may be a board member, with a registered natural person acting for it.

The practical constraint is not corporate law but everything around it: banks, the tax office, the social security system and public e-services are built around a person with a Turkish identity number and electronic signature. A company whose only signatory lives abroad and has no residence status will find day-to-day administration slow. Common solutions are a local co-signatory with defined limits, or a limited power of attorney to the accountant or lawyer for filings.

Liability of partners and managers

"Limited liability" is true as against ordinary trade creditors and incomplete elsewhere.

Company debts. A joint stock company is liable for its debts only with its own assets, and shareholders are liable only to the company for the capital they subscribed (Art. 329). The same applies to a limited company (Art. 573, 602).
Public debts of a limited company. Under the Law on Collection of Public Receivables, partners of a limited company are personally liable, in proportion to their capital shares, for tax and social security debts that cannot be collected from the company. This is the main legal difference between the two company types for an owner.
Managers and directors — public debts. Legal representatives can be held personally liable for tax and social security premiums that cannot be collected from the company.
Managers and directors — fault. Founders, board members, managers and liquidators who breach their duties under the law and the articles through fault are liable to the company, the shareholders and the company's creditors for the resulting loss (Art. 553, applied to limited companies by reference).
Criminal liability. Offences such as issuing false invoices, failing to keep books, or employing foreigners without work permits attach to the responsible individuals.

A foreigner who agrees to be the "director on paper" of someone else's company takes on all of this. Do not accept an appointment in a business you do not control.

Residence and work permits

This is where expectations most often diverge from the law.

Being a shareholder is not work. A foreigner may own shares in a Turkish company from abroad without any permit.
Managing the company is work. Under the International Labour Force Law, a manager-partner of a limited company, and a board member of a joint stock company who is also a shareholder, may work only with a work permit. Acting without one exposes both the individual and the company to administrative fines, and the individual to deportation.
The work permit is not automatic. The application is assessed against criteria that include the number of Turkish employees per foreign worker, the company's paid-in capital or turnover, and the applicant's shareholding and salary.
Residence. Forming a company does not entitle the owner to a residence permit. A short-term residence permit for the purpose of establishing a business exists but is discretionary; a valid work permit counts as a residence permit.
Citizenship. Incorporating a company does not lead to citizenship. The investment routes require, among other options, fixed capital investment or job creation at levels far above an ordinary start-up.

The criteria, the application sequence and the common refusal reasons are set out in our guide to work permits for foreign company owners. Plan the company's capital, staffing and shareholding around those criteria before incorporating, not afterwards.

Planning a company in Turkey and intending to run it yourself? Tell us the activity, the shareholders' nationalities and whether you need to live in Turkey. Message Yayla Law on WhatsApp or use the contact form. The structure that suits the work permit is not always the cheapest one to form.

Running the company

Bank account

Opening the corporate account is frequently the slowest step for foreign-owned companies. Banks apply their own compliance checks on the shareholders, the source of funds and the business model; some require the foreign director to attend in person, and some decline non-resident owners. Approach more than one bank, with the business plan and the shareholders' documents ready.

Tax and accounting

A company is subject to corporate income tax on its profits, value added tax on its sales, withholding tax on salaries, rent and dividends, and stamp duty on certain documents. Returns are filed monthly or quarterly through a certified accountant, including in periods with no activity. Rates and thresholds are revised regularly; confirm the current figures with your accountant. Turkey has double taxation treaties with a large number of countries, which affect the tax on dividends paid to foreign shareholders.

Employees

Staff must be registered with the social security institution before they start. Employment law applies equally to Turkish and foreign employees; see our guide to employee rights in Turkey.

Annual formalities

An ordinary general assembly must be held each year to approve the accounts and decide on profits. Changes of address, managers, capital and articles must be registered. Dormant companies still generate filing obligations and penalties.

Closing the company

A company does not disappear when it stops trading. It must be put into liquidation by resolution, creditors are invited by announcement, and it can be struck off only after a statutory waiting period. Until then tax filings continue. Many foreigners leave Turkey with a company still open and discover years later that penalties, and personal liability for them, have accumulated.

Buying real estate through a company

A Turkish company is a Turkish legal entity and can own real estate. Where foreign investors hold half or more of the shares, or have the power to appoint or dismiss the majority of those with management rights, the Land Registry Law subjects the company's acquisitions to a specific regime, including a check through the governorship on whether the property lies within military or special security zones. The company may acquire and use real estate to carry out the activities in its articles. The rules for individuals are explained in our guide to whether foreigners can buy property in Turkey.

Buying a home through a company in order to avoid nationality-based restrictions has tax and liability consequences and does not, by itself, satisfy the conditions for a residence permit or citizenship based on real estate.

Frequently asked questions

Can a foreigner own 100% of a company in Turkey?

Yes. There is no requirement for a Turkish partner, and a single foreign individual or company can be the sole shareholder, subject to sector-specific rules.

What is the minimum capital for a company in Turkey?

TRY 50,000 for a limited company and TRY 250,000 for a joint stock company, under the amounts in force since 2024. Higher capital is usually needed in practice for a work permit.

Can I set up a Turkish company without coming to Turkey?

Yes. A representative can form the company under a power of attorney signed at a Turkish consulate, or before a foreign notary with apostille. Some banks may still require you to attend to open the account.

Does owning a company give me a residence permit?

No. A company does not confer a right of residence. A work permit, once granted, serves as a residence permit; otherwise you need a residence permit on its own basis.

Do I need a work permit to manage my own company?

Yes. A manager-partner of a limited company or a shareholder who sits on the board of a joint stock company needs a work permit to work in Turkey.

How long does it take to set up a company?

Registration takes a few days once documents are complete. Preparing apostilled and translated foreign documents and opening the bank account usually take longer.

Am I personally liable for my company's debts?

Not for ordinary commercial debts beyond your capital. Partners in a limited company are liable for uncollectable tax and social security debts in proportion to their shares, and managers can be personally liable for public debts and for losses caused by breach of duty.

Can I transfer profits abroad?

Yes. Net profits, dividends and the proceeds of sale or liquidation can be transferred abroad freely through banks, after the applicable taxes.

Limited company or joint stock company — which is better?

A limited company is simpler and cheaper for a small business. A joint stock company suits multiple investors, later share sales and owners who want to avoid personal exposure to public debts.

Legal basis and sources

Turkish Commercial Code No. 6102, Articles 124, 329–359, 553, 573–588, 602 and 623 — official consolidated text at mevzuat.gov.tr.
Foreign Direct Investment Law No. 4875, Articles 1–4 — mevzuat.gov.tr.
Presidential Decision No. 7887 of 24 November 2023 on minimum capital amounts.
International Labour Force Law No. 6735; Law No. 6183 on the Collection of Public Receivables; Land Registry Law No. 2644, Article 36.

This article provides general legal information on Turkish law as of October 2026. It is not legal or tax advice. Capital thresholds, registry requirements and tax rates change and should be confirmed before incorporation.