Establishing a Business
Information about starting and registering a business in Türkiye, including corporate structures and establishment procedures of a company in Türkiye.
Overview
Türkiye’s FDI Law is based on the principle of equal treatment and allows international investors to have the same rights and liabilities as local investors.
The conditions for setting up a business and transfer of shares are the same as those applied to local investors. International investors may establish any form of company set out in the Turkish Commercial Code (TCC), which provides for a corporate governance approach that meets international standards, fosters private equity and public offering activities, creates transparency in managing operations and brings the Turkish business environment in compliance with EU legislation as well as with the EU accession process.
Türkiye has initiated reforms with a view to making it easier to do business in order to enhance the investment environment, eliminating red tape in setting up a business and minimizing costs and procedures. To this end, establishing a company is now only carried out at Trade Registry Directorates located in Chambers of Commerce and designed to be a ‘one-stop shop’. The process is completed within the same day.
Company Types under TCC and Alternative Forms
There are corporate and non-corporate forms of companies under the TCC, which states that companies may be established under the following types:
a. Corporate Forms
- Joint Stock Company (JSC)
- Limited Liability Company (LLC)
Although some financial thresholds (i.e., minimum capital) and organs differ from each other, the procedures to be followed for establishing a JSC or an LLC are the same.
b. Non-corporate Forms
- General Partnership
- Limited Partnership
- Partnership Limited by Shares
Although companies may be established according to these five different types, JSC and LLC are the most common types chosen both in the global economy and Türkiye.
Establishing a Company
In case of establishing of a company in Türkiye, related rules and regulations must be followed:
- Ready-to-use infrastructure: roads, water, natural gas, electricity and communications.
- VAT exemption on land acquisitions within the zone.
- Exemption from real estate duty for five years following plant construction.
- Low-cost water, natural gas and telecommunication services.
- Exemption from municipality tax on solid waste where the OIZ provides the service.
Prepare the articles of association and have the signatures of the founders notarized. Foreign shareholders must additionally submit notarized and apostilled copies of their incorporation documents.
Estimated duration: 1 business day.
A potential tax identity number is obtained from the relevant tax office for the company and for its non-Turkish shareholders and board members. This number is required before opening the corporate bank account.
Estimated duration: same day.
0.04% of the company capital is deposited to the account of the Competition Authority through the Trade Registry Directorate's pay office.
Estimated duration: same day.
At least 25% of the subscribed capital must be paid into the company's bank account prior to registration; the remaining balance is payable within 24 months.
The bank issues a letter confirming the deposit, which is submitted to the Trade Registry Directorate.
Founders apply to the Trade Registry Directorate with the incorporation file. Upon approval the company is registered and announced in the Trade Registry Gazette.
Estimated duration: 1–2 business days.
The Trade Registry Directorate certifies the statutory books at the time of incorporation. The certified books must be kept at the registered address of the company.
Estimated duration: same day as registration.
The Trade Registry Directorate notifies the tax office and the social security institution of the incorporation. A tax officer subsequently visits the registered address to prepare a determination report.
Estimated duration: 1 business day.
Company managers issue a signature circular before a notary public following registration, evidencing who is authorized to bind the company.
Estimated duration: 1 business day.
Companies with foreign capital register in the E-TUYS system operated by the Ministry of Industry and Technology and file their capital, shareholder and activity data electronically.
Filings are made annually and whenever the shareholding structure changes.
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