Türkiye lets a foreign individual or company own one hundred percent of a Turkish company, incorporate it without a local partner and run it from abroad. The rules are the same as for Turkish founders; what differs is the paperwork that proves who the foreign shareholder is, and the residence and work-permit questions that follow if a founder moves to Türkiye. This guide walks through the decisions and the steps in order, with the legal basis for each. Current as of October 2026.
Can a foreigner own a Turkish company outright?
Yes. The Foreign Direct Investment Law No. 4875 guarantees freedom to invest and national treatment: foreign investors may establish companies and acquire shares under the same rules as Turkish investors, and no prior permission is needed except where a sector rule requires it for everyone (Art. 3). A company whose shareholders are all foreign is an ordinary Turkish company; it is incorporated under the Turkish Commercial Code (TCC) and registered with the trade registry like any other. Sector licences (payments, crypto-asset services, broadcasting and a few others) apply regardless of who owns the shares.
Choosing the form: joint-stock company or limited company
Almost every founder chooses between a joint-stock company (anonim şirket, A.Ş.) and a limited company (limited şirket, Ltd. Şti.). Both offer limited liability and both can be formed by a single shareholder. The differences that matter in practice:
| Joint-stock company (A.Ş.) | Limited company (Ltd. Şti.) | |
|---|---|---|
| Minimum capital | TRY 250,000 (TRY 500,000 under the registered capital system) since 1 January 2024 | TRY 50,000 since 1 January 2024 |
| Capital payment | At least 25% of cash capital paid before registration, the rest within 24 months (TCC Art. 344) | No payment required before registration; full amount within 24 months (TCC Art. 585) |
| Share transfers | Registered shares transfer by endorsement and delivery; entry in the share ledger; no notary, no registry filing | Notarised transfer agreement, general assembly approval and registration with the trade registry |
| Shareholder exposure to public debts | Shareholders are not liable for the company’s tax and social security debts | Partners are liable for public debts the company cannot pay, in proportion to their shares (Law No. 6183 Art. 35) |
| Investors and option plans | The form venture investors expect; share classes, option pools and conditional capital are available | Workable for a trading subsidiary; awkward for a cap table that changes every round |
| Mandatory contracted lawyer | Required once capital reaches the threshold in the Attorneyship Act Art. 35 | Not required |
A technology company that plans to raise capital or grant equity to employees should start as an A.Ş. A subsidiary that will only trade or hold a licence can be a Ltd. Şti., and conversion later is possible but costs time: see converting a Ltd. Şti. into an A.Ş. before your first round.
Documents the foreign shareholder needs
The registry needs to identify every shareholder and every signatory, and documents issued abroad must be legalised. In practice the list is:
- Foreign individual shareholder: passport copy with a notarised Turkish translation (apostilled where the issuing country is a party to the Hague Apostille Convention; otherwise consular legalisation); a Turkish tax identification number, which the tax office issues to foreigners on the basis of the passport and which can be obtained online; and a residential address.
- Foreign corporate shareholder: a current registry extract or certificate of good standing, the resolution of its competent body to participate in the Turkish company and to appoint a representative, and the identity documents of that representative; all apostilled or legalised and translated by a sworn translator.
- Power of attorney if a lawyer or adviser in Türkiye files the incorporation, apostilled or legalised and translated, so that the founder does not need to travel.
- Directors and signatories: passport or identity details and a signature declaration, which is now given before the trade registry officer.
- Registered address: a lease or title deed for the company’s address in Türkiye; virtual office arrangements are accepted by registries subject to their local practice.
The incorporation steps
- Decide the basics. Form, trade name, registered address, share capital and its split, board or managers, and signature authority. Tax identification numbers for the foreign shareholders are obtained at this stage.
- Prepare the articles of association in MERSİS. Incorporations are filed through the central registry system (MERSİS). The articles of association are drafted in the system and signed before the trade registry officer (or a notary) by the founders or their attorney.
- Pay in capital where required. For an A.Ş., at least 25% of the cash capital is deposited into a bank account opened in the name of the company in formation and blocked until registration; the bank letter goes into the file. A Ltd. Şti. needs no deposit before registration.
- Pay the Competition Authority share. Four per ten thousand (0.04%) of the capital is paid to the Competition Authority through the registry at incorporation and on every capital increase (Law No. 4054 Art. 39).
- Register with the trade registry. The registry directorate examines the file, registers the company and publishes the registration in the Trade Registry Gazette. The company acquires legal personality on registration (TCC Art. 355 for the A.Ş., Art. 588 for the Ltd. Şti.).
- Immediately after registration. The registry notifies the tax office, which opens the tax file and carries out a workplace inspection; the statutory books are certified; the company obtains its registered electronic mail (KEP) address; a bank account is opened and the blocked capital is released; social security registration follows when the first employee is hired. The signature circular that banks used to require was reshaped in 2026: see the Turkish signature circular in 2026.
The registry step itself takes days once the file is complete. The overall timeline is set by the slower items around it: apostille and translation of the foreign documents, and the bank’s onboarding of a company with foreign shareholders, which is where founders should expect the most questions.
Founders who will live or work in Türkiye
Owning shares does not require any permit. Working in the company does. Under the International Labour Force Law No. 6735, a foreigner who manages or works in the company from Türkiye needs a work permit, which also serves as a residence permit for its term. Board members of a joint-stock company who do not reside in Türkiye are treated under the work-permit exemption rules, and a passive shareholder with no management title needs no permit at all.
When a foreign partner does need a permit, the Ministry of Labour and Social Security applies published assessment criteria to the sponsoring company. As reported in 2026 these include paid-in capital of at least TRY 500,000, a partner shareholding of at least 20%, and the employment of at least five Turkish citizens from the seventh month of the permit; founders should confirm the current figures before relying on them, because the Ministry updates them. A separate residence permit is the route for founders who move to Türkiye without working in the company.
Obligations that follow a foreign-owned company
- Foreign investment notifications. Companies with foreign capital file the Direct Foreign Investment activity information form through the E-TUYS system every year by the end of May, and notify capital increases and share transfers within one month (Implementing Regulation of Law No. 4875, Art. 5).
- Beneficial ownership. Companies report their ultimate beneficial owners to the tax administration under General Communiqué No. 529 on the Tax Procedure Law, annually with the corporate tax return and within one month of a change.
- Corporate housekeeping. An annual general assembly within three months of the financial year end, a current share ledger, and board resolutions for transfers, capital increases and signature authority. See the first general assembly after the investor comes in.
- Contracted lawyer. A joint-stock company whose capital reaches the threshold in Article 35 of the Attorneyship Act must retain a contracted lawyer; the fine accrues monthly. See the mandatory contracted-lawyer rule.
- Data protection. KVKK applies from the first customer or employee record: privacy notices, a processing inventory and, where the thresholds are met, VERBİS registration. Start with the VERBİS registration checklist and the KVKK and GDPR practice page.
Alternatives to a subsidiary
A branch of a foreign company is registered with the trade registry and can trade, but it is not a separate legal person; the parent remains liable and the branch is taxed as a permanent establishment. A liaison office may not carry out commercial activity at all; it operates under a permit from the Ministry of Industry and Technology, initially for up to three years, and suits market research or coordination before a real entry (Law No. 4875 Art. 3 and its Implementing Regulation). For Turkish founders moving the other way, the structure is the flip-up under a US or EU holding company.
Frequently asked questions
Do I need a Turkish partner or a Turkish director?
No. Law No. 4875 provides national treatment; a Turkish company may be wholly owned and wholly managed by foreigners. A director who manages the company from Türkiye needs a work permit under Law No. 6735; a non-resident board member of a joint-stock company falls under the exemption rules.
Do I have to be in Türkiye to incorporate?
No. The articles can be signed and the file submitted by an attorney under an apostilled or legalised power of attorney. Opening the bank account may require the signatories’ presence or a video identification process depending on the bank.
How much money must be in the bank before registration?
For a joint-stock company, at least 25% of the cash capital (TCC Art. 344), so TRY 62,500 on the TRY 250,000 minimum; the rest is paid within 24 months. For a limited company nothing has to be paid before registration, and the full capital is paid within 24 months (TCC Art. 585). Companies already registered below these minimums must raise their capital by 31 December 2026 or are deemed dissolved: see minimum capital compliance.
What does incorporation cost beyond capital?
Registry and gazette fees, notary and sworn-translation fees for the foreign documents, the Competition Authority share of 0.04% of capital, certification of the statutory books, and professional fees. Capital itself remains the company’s money and is spent on operations after registration.
Can a foreign company be the sole shareholder?
Yes. A single foreign legal person can hold all the shares of an A.Ş. or a Ltd. Şti.; its registry extract, participation resolution and representative documents must be apostilled or legalised and translated.
Vircon Legal’s International Desk handles incorporations for foreign founders and investors end to end, from tax numbers and legalisation to the first general assembly. For the broader legal map of building a technology company in Türkiye, see the startup law guide.
Sources: Foreign Direct Investment Law No. 4875, Art. 3, and its Implementing Regulation, Art. 5; Turkish Commercial Code No. 6102, Arts. 332, 344, 355, 580, 585, 588; Presidential Decision No. 7887 (Official Gazette 25 November 2023) on minimum capital; International Labour Force Law No. 6735; Law No. 4054 on the Protection of Competition, Art. 39; Law No. 6183 Art. 35; Tax Procedure Law General Communiqué No. 529. This guide is general information as at October 2026 and not legal advice; thresholds and fees change, and sector rules may add requirements.