Türkiye allows 100% foreign ownership: under the Foreign Direct Investment Law (No. 4875), foreign founders receive the same treatment as Turkish nationals, with no local-partner requirement and no pre-approval for incorporation outside a few regulated sectors. A company can realistically be registered within 3–7 business days once documents are ready. The friction points are not the registry — they are document legalization, banking compliance, and work-permit planning. This guide walks through all of it.
Step 1 — Choose the entity: A.Ş. or Ltd. Şti.
The two workhorses are the joint-stock company (A.Ş.) and the limited company (Ltd. Şti.). Since 1 January 2024 the minimum capital is TRY 250,000 for an A.Ş. (TRY 500,000 if it adopts the registered-capital system) and TRY 50,000 for an Ltd. — and note that companies incorporated under the old minimums must raise their capital by 31 December 2026 or face dissolution.
For founders planning investment, an exit, or an ESOP, the A.Ş. wins decisively: registered share certificates transfer by endorsement and delivery (no notary, no registry filing), shareholders are not visible on the public trade-registry record the way Ltd. partners are, and the two-year holding period on printed share certificates can unlock an individual capital-gains exemption at exit. An Ltd. is acceptable for simple operations, but every share transfer needs a notarised deed, general-assembly approval and registry registration — friction you will feel at the first financing.
Step 2 — Prepare the founder documents
- For individual founders: passport copy, notarised and apostilled (then sworn-translated), plus a Turkish tax number — obtainable online via the Interactive Tax Office in minutes;
- For corporate shareholders: certificate of activity/good standing and board resolution, apostilled and translated;
- A power of attorney if you will not sign in person — the entire incorporation can be run remotely through counsel;
- A registered address in Türkiye (serviced/virtual offices are widely used and accepted, but pick one that handles official mail reliably — registry and tax notices go there).
Step 3 — MERSİS filing and registration
Articles of association are drafted and filed through MERSİS, the central registry system. For an A.Ş., at least 25% of the cash capital must be deposited in a blocked bank account before registration (the rest within 24 months); the Ltd. has no pre-registration payment requirement. Add the Competition Authority levy (0.04% of capital), sign before the trade registry directorate (or via PoA), and the company exists. Signature authorities are then registered, and books are certified.
Step 4 — Post-incorporation housekeeping
- Tax office registration and the opening inspection of the address;
- E-TUYS: foreign-invested companies report shareholding and capital data electronically under the FDI framework — annually and on changes;
- Accountant (SMMM): monthly bookkeeping, e-ledger and e-invoice enrollment, VAT and withholding cycles — budget for this from day one;
- KVKK basics if you process personal data: see our KVKK Compliance Guide;
- Print the share certificates (A.Ş.): the individual exit-tax exemption clock runs from certificate issuance — doing this on day one is the cheapest tax planning available in the entire Turkish startup playbook.
Step 5 — Banking: the honest part
Opening the corporate bank account is, in practice, the slowest step for foreign-owned companies. Compliance teams ask for substance: a real activity description, the source of capital, sometimes a face-to-face meeting with a director. Plan two to four weeks, prepare a clean one-page business summary, and expect smoother onboarding at banks with established expat/FDI desks. Capital must arrive properly referenced as capital — sloppy wiring descriptions create exactly the FX-documentation problems that surface in later due diligence.
Step 6 — Residence and work permits: owning ≠ working
Here is the distinction founders miss: owning shares requires no permit. But under the International Workforce Law (No. 6735), actively working for your Turkish company does. An Ltd. managing-director partner needs a work permit; an A.Ş. board member who does not reside in Türkiye generally does not — one more quiet argument for the A.Ş. with a properly designed board. Standard work-permit criteria (paid-in capital thresholds, employing Turkish staff per foreign employee) apply, with carve-outs and practical paths counsel can plan around; the right sequencing is usually company first, then permit application backed by the company.
Costs and timeline at a glance
Document legalization and translation aside, expect: incorporation filings and notary work in the first week; bank account in weeks 2–4; tax and E-TUYS registrations alongside. The recurring base load is the accountant, the registered address, and — once you hire — payroll. None of it is exotic; all of it punishes improvisation.
The common mistakes we clean up
- Choosing an Ltd. “because it is simpler,” then converting to an A.Ş. mid-financing;
- Capital wired with wrong references, or the A.Ş. balance not paid within 24 months;
- Share certificates never printed — exemption clock never started;
- Virtual-office mail going unread until a tax notice becomes a penalty;
- A founder “just working” without a permit while drawing a salary.
Related reading
- Corporate Law (services) and Startup & Scaleup Advisory
- KVKK Compliance Guide
- Flip-Up Guide — for the reverse journey: Turkish company under a US topco
If you want the incorporation run end to end — documents, MERSİS, banking introductions, permits — talk to us; we reply within 24 hours.
