Turkey’s regulatory environment is extremely business-friendly. You can establish a business in Turkey irrespective of nationality, or place of residence.
Foreign investor and foreign company
A ’foreign investor’ is defined as a company registered outside Turkey, or a non-Turkish national, or Turkish nationals who reside abroad. Within the scope of Turkish law, a company whose headquarters is located abroad is regarded as a ‘foreign company’
Types of Companies
- Joint-stock company (Anonim Şirket - A.Ş.)
- Limited liability company (Limited Şirket - Ltd. Şti.)
- Commandite company
- Collective company
- Cooperative company
The most commonly company types which preferred by local and foreign investors are joint stock company (anonim şirket) or limited liability company (limited şirket) types in Turkey.
Establishing a company
It is possible to establish a company in a single day by applying to the relevant trade registry office with the required documents. The company is established once the founders declare their intent to set up a joint stock company in the articles of association, which have been issued in accordance with the law, and where they, with their notarized signatures, unconditionally acknowledge and undertake to pay the whole capital. The company receives its “legal entity” status upon registration with the trade registry.
Company Establishment Procedures
Three copies of articles of association (one copy original) which are notarized are prepared. Following the notarization of articles of association, within 15 days at the latest, application to the relevant trade registry office with the documents set below is needed.
Documents for the Company Establishment
- Letter of Undertaking (Trade Registry Regulation Article 24)
- Articles of association including notarized signatures of founders and notary certification proving that all shares constituting the registered capital have been subscribed by the founders in the articles of association
- Founders’ statement signed by the founders
- The bank letter proving that the share capital has been deposited
- The bank receipt indicating that 0.04% of the company capital has been deposited to the account of the Turkish Competition Authority at a state bank
- Permit or letter of compliance for companies whose corporation is subject to the permit or letter of compliance issued by the relevant ministry or other official institutions
- Notarized copy of signatures of persons with the authority to represent and bind the company
- Application number indicating that the trade name to be used has been checked and confirmed by the Trade Registry Office
- Company establishment statement form (3 original copies)
- Certificate of residence of founding partners
Notarized translation of passport in case the foreign shareholder is a real person; apostilled and notarized translation of registry document issued by the competent authority in case the foreign shareholder is a legal entity.
Setting up a branch (şube)
Companies based abroad whose capital is divided into shares can open branches in Turkey. Opening a branch requires prior approval from the Ministry of Commerce and Industry.
Branches must be registered with the trade registry pursuant to Turkish Commercial Code Art. 40, para.4: "Branches in Turkey of commercial enterprises whose headquarters are located abroad shall be registered as if they are local commercial enterprises, without prejudice to the provisions of their own national laws related to the title of a company.”
The essential elements of a branch are;
- to be connected to the registered office,
- to be independent,
- to operate in a different place,
- to have separate accounting.
Setting up a liaison office (irtibat bürosu)
Liaison offices may be defined as representation offices which are attached to the foreign-based commercial enterprise and which can provide services such as representation, hosting, securing Turkish suppliers as well as quality control and audit of these suppliers, communication and transfer of information, planning and researching without conducting commercial activities.
Pursuant to the Foreign Direct Investment Law, the Ministry of Economy is competent to provide authorization to foreign companies that want to open a liaison office.