What is incorporation?
Incorporation is the legal process of forming a corporate entity by filing a charter document — a Certificate of Incorporation in Delaware, Articles of Incorporation in most U.S. states, or an Esas Sözleşme in Türkiye — with the relevant registry. Upon incorporation, the entity becomes a separate legal person with its own rights, obligations, perpetual existence and limited shareholder liability.
Incorporation involves selecting the entity form (Delaware C-corp, U.S. LLC, Turkish A.Ş. or Ltd. Şti., etc.), drafting governance documents, appointing initial directors and officers, issuing founder stock, adopting bylaws, obtaining a tax ID (EIN in the U.S., vergi kimlik numarası in Türkiye) and securing required licences.
References
- U.S. Securities and Exchange Commission (SEC)
- 17 CFR — SEC Regulations (eCFR)
- U.S. Internal Revenue Service (IRS)
Turkish incorporation in practice
For startups incorporating in Türkiye, the anonim şirket (joint-stock company) is the venture-standard form: minimum capital ₺250,000 (a quarter paid pre-registration when required), single shareholder permitted, and — decisively for fundraising — shares that can carry privileges and transfer mechanics investors expect. The limited şirket is cheaper to run but its notarised share-transfer requirement and rigidity make it the wrong vehicle for cap tables that will see investors; converting later costs more than starting right. Registration runs through MERSIS and the trade registry within days; the immediate post-incorporation checklist (tax and SGK registrations, share ledger, IP assignments from founders, e-TUYS for foreign capital reporting) is where clean companies separate from future diligence findings. Founders planning US investment typically pair the Turkish OpCo with a Delaware structure via flip-up at the appropriate stage.