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Here you can access most recent articles on legislative updates regarding Personal Data Protection Law, Social Security Law, Taxation Law, Occupational Health and Safety Law, Code of Obligations, Labor Law, Turkish Commercial Code, Law on Protection of the Value of Turkish Currency, Foreign Exchange Legislation, and Immigration Law in Türkiye.
Bilateral Treaties
You can access the dates of the most recent international bilateral social security and double taxation treaties made between Türkiye and other countries and relevant documents here.
For your expansion in Türkiye, you must comprehend the information about the company type you need and
its qualities regarding the structuring that is suitable for your strategic plans. It is essential for
the success of your organization that you structure your company correctly in terms of legal issues and taxation.
Local and foreign investors share the same rights and liabilities in Türkiye.
The rights of foreign investors are regulated by the Foreign Direct Investment Law No. 4875, which aims to encourage and protect international investors. As per to the relevant law, unless otherwise stipulated by international agreements and special law provisions;
As per the legislation in force, foreign direct investments shall not be expropriated or nationalized unless deemed necessary for the public interest and the investments are compensated.
Net profit, dividends, proceeds from the sale or liquidation of all or any part of an investment, compensation payments, amounts arising from license, management and similar agreements all of which arise from foreign investors’ activities and operations in Türkiye, and reimbursements and interest payments arising from foreign loans, can be transferred abroad freely through banks or private financial institutions.
According to the Turkish Commercial Code Act, Code No. 6102, the company types are divided into two as capital stock companies and commercial companies. We can add liaison offices that are founded with special permission under the Foreign Direct Investment Law to the said division. Joint-stock companies, limited liability companies, and partnerships limited by shares are called the capital stock companies. The shareholders of a capital stock company have the liability only to the extent of the capital amount they committed. On the other hand, ordinary limited partnerships and collective companies make up sole proprietorships. In a sole proprietorship, the principle of second-degree unlimited liability regarding company debts applies to the partners.
The formation of these company types, their basic qualities, and operation principles are regulated in the Turkish Commercial Code No. 6102, while the operation principles of cooperatives are governed by the Cooperative Law No. 1163.
The establishment of certain companies is subject to the permission the Ministry grants. Those companies are banks, financial leasing companies, factoring companies, consumer financing and credit card processing companies, asset management companies, insurance companies, holdings founded as joint-stock companies, companies that run exchange offices, companies that are involved in public warehousing, warehousing companies that have agricultural products license, commodity exchange companies, independent audit companies, inspection companies, technology development zone managing companies, companies that are subject to the Capital Market Law, and companies that found and run free zones.
Joint-stock companies are companies with a fixed capital divided into shares and whose liability regarding the debts is limited to its assets. The partners of a Joint-Stock Company have the sole liability to the company for the capital share they committed. They do not have any other liability than the capital they committed to the company in terms of public debts such as tax liability and overdue social security premiums. The liability of the public debt that cannot be collected from the corporate assets belongs to the board members. As for the public debts of the company, board members are second degree liable; that is, in cases when the public debts of the company cannot be collected from its assets, board members have unlimited and joint liability. Joint-stock companies may be structured to conduct any types of business which their articles of association do not legally forbid. It is possible to establish a Joint-Stock Company with a partner that can be either a natural person or a legal entity.
Joint-stock companies must embody two authorized organs in charge.
1- General Assembly: An organ where all shareholders are represented in a board as a rule and that is authorized to make important decisions for the company such as amendment of the articles of association, electing the members of the board of directors, selecting the auditor, liquidation of the company, etc.
2- Board of Managers: An organ that is basically responsible for the management and representation of the company. It is possible for the board of directors to consist of one sole member. There is no condition that restricts the members to be a Turkish citizen or Türkiye resident.
The European Union - General | Societas Europaea (SE) |
The USA, Canada | Corporation (Inc., Corp.) |
Germany, Austria, Switzerland (German-speaking cantons) | Aktiengesellschaft (AG) |
The UK | Public Limited Company (plc) |
France, Belgium, Sweden (French-speaking cantons) | Societé Anonyme (SA) |
France, Belgium, Sweden (French-speaking cantons) | Sociedad Anónima (S.A.) |
Italy | Società per Azioni (SpA) |
The conditions for foreign investors to start a Joint-Stock Company are identical to those for local investors.
Minimum Capital Amount: Joint-stock companies shall be established with a fixed capital of TRY 250,000 unless otherwise stated in special laws. In addition, a minimum of 25% of the shares committed in cash shall be deposited into a bank account opened in the name of the company before the registration of it.
For non-public joint stock companies that have adopted the authorized capital system, the minimum initial capital amount is set at TRY 500,000.
For the year 2024, joint stock companies with a share capital of TRY 1,250,000 or more must have a contracted lawyer.
The Number of Shareholders: There must be a minimum of one shareholder in joint-stock companies. There is no limitation to the maximum number of shareholders; however, if it reaches over 250, the company is subject to the Capital Markets Law.
01
The company establishment process shall be started on an online system, Central Registration System (MERSİS), by the system users. Following the application made through MERSİS, one shall get an appointment from Trade Registry Directorate online and be present in the Trade Registry Office at the time of the appointment. Those who shall be present in the regarding appointment are the founders or those who are given a power of attorney by the founders.
At this stage, one shall prepare the documents containing the information about the residential addresses of the shareholders and managers whether they are in Türkiye or abroad, their e-mail addresses, phone numbers, mother and father names, and passport photographs of the shareholders. The petition to be prepared for the Trade Registry Directorate shall be signed by all the company managers. If the petitions are signed by the attorneys, the original copy of the power of attorney or the certified copy of it shall be added to the petition. It is at this stage when the relevant tax office is indicated.
The articles of association is prepared at this stage. The name, capital amount, the official launch date of the company, and the activity codes at the launch date shall be indicated clearly along with the NACE code (What is NACE Code? ). The name of the company is subjected to a compliance test on the MERSİS system.
Please click here to review the points to be considered when choosing a name for your company
You should keep in mind that the rental agreement or the title deed of the workplace is necessary during the process as the headquarters address will be used in the registry.
The 0,04% of the determined company capital shall be deposited in the bank account of the Turkish Competition Authority as “share”. There is no need to visit the bank for the said transaction.
01
Passport
The foreign natural person shareholders shall prepare copies of their translated and notarized passports.
02
Tax Number
The foreign shareholders, if there is any, shall receive a tax number from the tax office and register themselves on MERSİS by applying to the Trade Registry Directorate.
03
Residence Permit
If the foreign shareholder is residing in Türkiye, a notarized residence permit shall be prepared.
02
The minimum amount of the shareholders' share, which is indicated by law or in the articles of association, shall be paid to a bank account. The name, last name, and titles of the depositing shareholders, and the bank letter where the amounts deposited by each shareholder and the total deposited amount are indicated shall be prepared to be submitted to the institution. A temporary bank account is opened for the said transaction. In case when all the company capital or a certain amount of it is committed in cash, a minimum ¼ of the amount committed in cash shall be paid before the registration with the remaining amount being paid in the 24 months following the company registration.
03
A permission letter shall be prepared for the joint-stock companies whose establishments are subject to the Ministry or other official institutions. A relevant example for the said companies is banks or insurance companies.
04
If there are board members who do not possess any share in the Joint-Stock Company, they shall write a statement letter indicating that they are accepting the duty in the company.
05
If there is a manager apart from the shareholders, they shall sign a document stating that they are accepting their duty in the company
In cases when the appointed manager is a legal person, it is necessary to prepare a notarized copy of the authorized organ’s decision that includes the name, last name, residential address, nationality, and TR identity number (tax number if the said individual is foreign) of the natural person who is appointed by and on behalf of the legal person. If the legal person is foreign, the decision must be approved by the Turkish consulate of the country that the company is subject to, or according to the rules of the Convention Abolishing the Requirement of Legalization for Foreign Public Documents; that is, the Apostille Convention. Additionally, these documents must be translated into Turkish and notarized. In cases when the natural person appointed by the legal person is foreign and residing in Türkiye, their residence permit and a translated and notarized passport copy are necessary.
06
In cases when a legal person is elected as a board member, it is necessary to prepare together with and on behalf of the legal person a notarized copy of the authorized organ’s decision where the name, last name, residential address, nationality, and TR identity number (tax number or foreign identity number if the said individual is foreign) of the natural person who is determined by the legal person are visible.
registry of the legal person shall be prepared. In other words, documents indicating that the foreign company is active are necessary. It is important these documents are approved by the Turkish consulate of the country that the company is subject to, or according to the rules of the Apostille Convention, and are translated and notarized. If there is a foreign legal entity that is a partner or an authorized legal entity, the tax number shall be indicated in the articles of association.
If a board member is a legal person of foreign nationality, the decision to be made shall be approved by the Turkish consulate of the country that the company is subject to, or according to the rules of the Apostille Convention, and is translated and notarized. Additionally, in cases when a foreign natural person is appointed on behalf of the legal person and is residing in Türkiye, their residence permit and a translated and notarized copy of their passport shall be included in the application documents.
Note: The names, last names, residential addresses, nationalities, and TR identity numbers (tax number or foreigner identity number if the said persons are foreign) of all the shareholders, board members, and managers shall be included in the articles of association.
07
Upon the registration of the articles of association of the joint-stock company in the Trade Registry Office, a signature circular from the notary and a power of attorney for the certified public accountant must be issued under the company legal name.
08
It is at this stage when the legal accounting books that the Joint-Stock Company will use are ratified and other legal book transactions are conducted online.
09
Trade registry alone is not sufficient for a company to start commercial businesses and issue invoices in Türkiye. At this stage, one shall register in the relevant tax office. The ones who shall conduct the registry process are the certified public accountants with the power of attorney they received from the founders. Upon the application, the tax office shall send an auditor to prepare an inspection report. It is important to pass the audit that checks the sufficiency of the virtual office facilities (real address, telephone number, secretary, etc.) if the company uses a virtual office, or the adequateness of the physical office’s arrangement (tables, chairs, computers, network connection, etc.) if the company uses a physical office.
10
In accordance with the Social Insurance and General Health Insurance Law, if it hires an employee in the workplace (company), the company must register in the Social Security Institution and receive a number in the date of insured employment at the latest. With the Law No. 7099 Amending Certain Laws for the Improvement of the Investment Environment published in the Official Gazette dated 10/3/2018 and numbered 30356, the Trade Registry Directorate automatically notifies the workplace organization to the Social Security Institution, regardless of whether the insured person will be employed or not.
11
The Business Operating License is received from the relevant municipality and divides into three as Sanitary Enterprises, Non-sanitary Enterprises, and Public Recreation Enterprises. The Business Operating License application is made in person or by those who are authorized to sign on behalf of them in the Directorate of Licensing and Inspection of the relevant municipality after preparing the necessary documents. According to the activity field of the company, one shall write a letter to the Directorate of Fire Department (regarding the fire and explosion), the District Police Department (regarding the general safety and public security), the Municipality Directorate of Housing and Urban Development (regarding the development), Directorate of Municipal Police (regarding the neighborhood and noise), the Maritime and Ports Directorate (regarding the general safety and public security), the Port Authority (regarding their evaluation), and other official-private institutions and organizations when it is necessary to receive the relevant municipality’s conformity assessment.
Limited liability companies are the companies that are founded by one or more natural or legal persons under a commercial name. The shareholders do not have liability over company debts but over the main capital share they committed and their obligations regarding the additional payment and performance obligations. With the Law No. 4369 implemented in 1998, the liabilities of the limited liability company shareholders increased. According to the law mentioned, the shareholders are directly responsible for public debt such as tax liability and social security premium debt based on their capital share ratio.
Limited liability companies can be established only with one shareholder. The number of shareholders cannot exceed 50. Limited liability companies cannot go public.
Limited liability companies must embody two authorized organs in charge.
1- General Assembly: An organ where all shareholders are represented in a board as a rule and that is authorized to make important decisions for the company such as amendment of the articles of association, assigning managers, selecting the auditor, liquidation of the company, etc.
2- Board of Managers: An organ that is basically responsible for the management and representation of the company. It is possible that one sole manager manages the company. At least one manager must be a shareholder of the company. There is no condition that restricts the managers to be a Turkish citizen or a Türkiye resident.
The European Union - General | Societas Privata Europaea (SPE) |
The USA, Canada | Limited Liability Company (LLC) |
Germany, Austria, Switzerland (German-speaking cantons) | Gesellschaft mit beschränkter Haftung (GmbH) |
The UK | Private Limited Liability Company (Ltd, Limited) |
France, Belgium, Sweden (French-speaking cantons) | Societé à Responsabilité Limiteé (SARL, SàRL) |
Mexico, Argentina | Sociedad de Responsabilidad Limitada (S.R.L., S. de R.L.) |
Italy | Società a Responsabilità Limitata (Srl) |
Spain | Sociedad Limitada (S.L.) |
The conditions for foreign investors to start a limited liability company are identical to those for local investors.
Minimum Capital Amount: Limited liability companies can be established with a fixed amount of TRY 50,000. The amount of capital the shareholders will invest must be determined as the multiples of TRY 25 in accordance with their share ratio.
The Number of Shareholders: There must be a minimum of one shareholder in limited liability companies.
01
The company establishment process shall be started on an online system, Central Registration System (MERSİS), by the system users. Following the application made through MERSİS, one shall get an appointment from Trade Registry Directorate online and be present in the Trade Registry Office at the time of the appointment. Those who shall be present in the regarding appointment are the founders or those who are given a power of attorney by the founders.
At this stage, one shall prepare the documents containing the information about the residential addresses of the shareholders and managers whether they are in Türkiye or abroad, their e-mail addresses, phone numbers, mother and father names, and passport photographs of the shareholders. The petition to be prepared for the Trade Registry Directorate shall be signed by all the company managers. If the petitions are signed by the attorneys, the original copy of the power of attorney or the certified copy of it shall be added to the petition. It is at this stage when the relevant tax office is indicated.
The articles of association is prepared at this stage. The name, capital amount, official launch date of the company, and the activity codes at the launch date shall be indicated clearly along with the NACE code (What is NACE Code? ). The name of the company is subjected to a compliance test on the MERSİS system.
Please click here to review the points to be considered when choosing a name for your company
You should keep in mind that the rental agreement or the title deed of the workplace is necessary during the process as the headquarters address will be used in the registry.
The 0,04% of the determined company capital shall be deposited in the bank account of the Turkish Competition Authority as “share”. There is no need to visit the bank for the said transaction.
01
What is NACE Code
The foreign natural person shareholders shall prepare copies of their translated and notarized passports.
02
Tax Number
The foreign shareholders, if there is any, shall receive a tax number from the tax office and register themselves on MERSİS by applying to the Trade Registry Directorate.
03
Residence Permit
If the foreign shareholder is residing in Türkiye, a notarized residence permit shall be prepared.
02
If there is a manager apart from the shareholders, they shall sign a document declaring that they are accepting their duty in the company.
In cases when the appointed manager is a legal person it is necessary to prepare a notarized copy of the authorized organ’s decision that includes the name, last name, residential address, nationality, and TR identity number (tax number if the said individual is foreign) of the natural person who is appointed by and on behalf of the legal person. If the legal person is foreign, the decision must be approved by the Turkish consulate of the country that the company is subject to, or according to the rules of the Apostille Convention. Additionally, these documents must be translated into Turkish and notarized. In cases when the natural person appointed by the legal person is foreign and residing in Türkiye, their residence permit and a translated and notarized passport copy are necessary.
Following the company formation, the person who undertook the establishment task shall be given an additional power of attorney for other processes to be completed along with receiving a company name.
03
Upon the registration of the articles of association of the limited liability company in the Trade Registry Office, a signature circular from the notary and a power of attorney for the certified public accountant must be issued under the company legal name.
04
It is at this stage when the legal accounting books that the limited liability company will use are ratified and other legal book transactions are conducted online.
05
Trade registry alone is not sufficient for a company to start commercial businesses and issue invoices in Türkiye. At this stage, one shall register in the relevant tax office. The ones who shall conduct the registry process are certified public accountants with the power of attorney they received from the founders. Upon the application, the tax office shall send an auditor to prepare an inspection report. It is important to pass the audition that checks the sufficiency of the virtual office facilities (real address, telephone number, secretary, etc.) if the company uses a virtual office, or the adequateness of the physical office’s arrangement (tables, chairs, computers, network connection, etc.) if the company uses a physical office.
06
In accordance with the Social Insurance and General Health Insurance Law, if it hires an employee in the workplace (company), the company must register in the Social Security Institution and receive a number in the date of insured employment at the latest. With the Law No. 7099 Amending Certain Laws for the Improvement of the Investment Environment published in the Official Gazette dated 10/3/2018 and numbered 30356, the Trade Registry Directorate automatically notifies the workplace organization to the Social Security Institution, regardless of whether the insured person will be employed or not.
07
The Business Operating License is received from the relevant municipality and divides into three as Sanitary Enterprises, Non-sanitary Enterprises, and Public Recreation Enterprises. The Business Operating License application is made in person or by those who are authorized to sign on behalf of them in the Directorate of Licensing and Inspection of the relevant municipality after preparing the necessary documents. According to the activity field of the company, one shall write a letter to the Directorate of Fire Department (regarding the fire and explosion), the District Police Department (regarding the general safety and public security), the Municipality Directorate of Housing and Urban Development (regarding the development), Directorate of Municipal Police (regarding the neighborhood and noise), the Maritime and Ports Directorate (regarding the general safety and public security), the Port Authority (regarding their evaluation), and other official-private institutions and organizations when it is necessary to receive the relevant municipality’s conformity assessment.
Under the Article 124 of the Turkish Commercial Code, collective and commandite companies are referred to as sole proprietorship / limited partnership companies. Partnership companies are legal entities where the shareholders have unlimited liabilities. They usually consist of a limited number of partners uniting for a common economic interest. Unless all the partners approve, shares cannot be transferred.
Collective companies are founded with a minimum of two shareholders. All the shareholders participate in the management of the company. In cases when there are an agreement and the approval of the majority of the partners, the management can be transferred to one or some of the partners. The partners have unlimited liability to company creditors. The partners must be natural persons and not legal persons. There is no condition for capital in collective companies.
While limited partnerships are regarded as partnership companies, partnerships limited by shares are capital stock companies. There must be a minimum of two shareholders in the company, one of them being an en commandite partner (partner with unlimited liabilities) and the other one commanditaire partner (partner with limited liabilities). The commandite partner can only be a natural person whereas the commanditaire partner can be either a real person or a legal person.
The liabilities of the commandite partners are limited to the amount of money they invested or committed. The liabilities of the commanditaire partner are similar to those of the collective company partners. The creditors who cannot collect the debt from the company assets can apply to the commandite partners. It is the commandite partners that manage the company.
Although cooperatives are not limited partnership companies or capital stock companies, they are commercial organizations similar to other company types. Apart from some special types, cooperatives are founded with a minimum of seven shareholders. Cooperatives are basically partnerships where the partners and capital may change and that is founded by natural persons and legal entities in order for them to meet and preserve their economic interests in common, career, and living needs by financial and workforce contribution with mutual help, cooperation, and warranty.
If there is a provision in the articles of association, it can be decided that the partners have second degree unlimited liability to cooperative creditors, or they have liability limited to a certain extent higher than the capital they committed.
Companies whose headquarters are abroad may establish liaison offices in Türkiye for several reasons. One major difference between the liaison offices and other capital stock companies is that they may not conduct commercial activities and issue invoices. With the Regulation on the Amendment of the Direct Foreign Investments Law Implementation Regulation published in the Official Gazette dated 03/07/2012 and numbered 28342, existing practices were completely amended and new practices regarding the establishment and operation of liaison offices were adopted.
As an organization that is prohibited to carry out any commercial businesses, liaison offices are subject to different rules. Parallel to those rules, having their headquarters and legal offices abroad, liaison offices (representative offices) are founded to conduct communication and feasibility practices, operate social and cultural activities, make preparation for company mergers and acquisitions, undertake advertising and marketing research, and inform the head office about the mentioned subjects provided that they will not operate for commercial businesses.
Please click here to access the Whitepaper about the financial structure of the liaison offices.
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