Starting a limited company in Turkey has become increasingly attractive for international entrepreneurs and foreign investors. With its strategic location bridging Europe and Asia, Turkey offers tremendous business opportunities and a growing economy. This comprehensive guide walks you through everything you need to know about establishing a limited liability company (Ltd. Şti.) in Turkey.
Akkas & Associates Law Firm is a top-notch, full-service law firm based in Istanbul, providing expert company formation and governance services in multiple languages since 1992. With over 250 successful registrations for foreign shareholders, we are your trusted partner in establishing your business presence in the dynamic Turkish market.
Table of Contents
- What is a Limited Company in Turkey?
- Legal Requirements and Compliance
- Foreign Ownership Regulations
- Taxation for Limited Companies in Turkey
- Advantages of Setting Up a Limited Company
- Timeline and Costs
- Why Choose Professional Assistance?
- Frequently Asked Questions
- Reach us for a Limited Company Setup in Turkey
What is a Limited Company in Turkey?
A limited liability company (Limited Şirket or Ltd. Şti.) is one of the most popular business structures in Turkey. It provides liability protection to shareholders while offering operational flexibility. The company’s capital is divided into shares, and shareholders are only liable up to the amount of their capital contributions.
Turkish limited companies require a minimum of one shareholder and can have up to 50 shareholders. This structure is particularly favored by small to medium-sized businesses and foreign investors looking to establish a presence in the Turkish market.
Why Choose a Limited Company (LLC) in Turkey?
The Limited Liability Company (Turkish: Limited Şirket or Ltd. Şti.) is the most popular corporate structure for foreign investors and small-to-medium enterprises in Turkey. It offers a balance of flexibility, simple structure, and protection, aligning perfectly with most business goals.
The primary advantage is the limited liability of its shareholders. Shareholders are only liable for the company’s debts up to the amount of capital they have committed. This separation of personal and business assets is a cornerstone of global commerce. It provides a secure framework for international entrepreneurs looking to operate in a strategic market.
Essential Legal Requirements for 2025
Before embarking on the incorporation journey, understanding the core legal requirements is crucial. These are primarily governed by the Turkish Commercial Code (TCC) No. 6102.
- Minimum Share Capital: The minimum required capital for a Limited Company is 50,000 Turkish Liras (TRY) as of 2025. Importantly, this capital does not need to be deposited before registration. The law allows for the total capital to be paid within 24 months following the company’s registration.
- Shareholders: An LLC can be established with a minimum of one shareholder, up to a maximum of fifty. Shareholders can be real persons or legal entities, and there are generally no restrictions on their nationality.
- Management: The company must have at least one manager, who can also be a shareholder. The manager does not necessarily need to be a Turkish resident or citizen. However, a foreign manager must secure a work permit if they are residing in Turkey and will actively manage the business.
Step-by-Step Incorporation Process
Navigating the bureaucracy can be complex, but working with an experienced legal team simplifies every stage. Our full-service approach ensures a smooth and efficient setup.
1. Preparation of Essential Documents
The process begins with gathering and preparing all necessary documents. For foreign shareholders, this involves:
- Notarized and Apostilled copies of passports (with Turkish translation).
- For corporate shareholders, an Apostilled Certificate of Activity and Board Resolution from the parent company is required.
- A potential tax identification number (TIN) must be obtained for all founders and managers.
2. Drafting the Articles of Association (AoA)
The AoA (Ana Sözleşme) is the foundational document of your company. It must be prepared in line with the TCC, detailing the company’s name, purpose, registered address, capital structure, and management. This document is drafted and approved through the MERSİS (Central Registration System) before notarization.
3. Notarization and Trade Registry Application
Once the AoA is finalized on MERSİS, it is notarized along with the signature declarations of the authorized managers. The final application, including all notarized documents and a company establishment declaration form, is then submitted to the relevant Trade Registry Office. Upon approval, your company gains legal personality and is announced in the Turkish Trade Registry Gazette.
4. Post-Registration Formalities
After successful registration, several mandatory steps must be completed to be fully operational:
- Tax Office Registration: The Trade Registry automatically notifies the relevant Tax Office, but an official application is needed for the Tax Office to visit the company’s registered address for verification and to issue the permanent tax identification number.
- Corporate Bank Account: A corporate bank account must be opened. If the capital deposit was delayed, this is where the minimum capital will be paid later within the 24-month period.
- Social Security Institution (SGK) Registration: Registration with the SGK is mandatory for all companies with employees or managers subject to social security.
- Notarization of Legal Books: The company’s commercial books must be notarized before being put into use.
Advantages for Foreign Investors
Turkey’s strategic location and pro-investment policies make it a highly attractive destination.
- Equal Treatment: Under the Foreign Direct Investment Law, foreign investors are subject to the same treatment as domestic investors, eliminating discriminatory practices.
- Investment Incentives: Turkey offers various incentives, particularly in Organized Industrial Zones (OIZs) and Free Zones, including tax reductions and VAT exemptions.
- Transfer of Profits: Foreign investors can freely transfer their profits, dividends, and proceeds from the sale or liquidation of shares abroad.
Crucial Note on Company Name
Choosing a company name requires careful consideration. The name must be unique and not violate the regulations of the TCC and the Regulation on Trade Names. It is necessary to conduct a thorough search on MERSİS to ensure availability before formal application.
Legal Requirements and Compliance
Turkish companies must comply with ongoing legal obligations including annual financial reporting, tax filings, and maintaining proper corporate records. Limited companies must prepare annual financial statements in accordance with Turkish Accounting Standards.
Corporate governance services help ensure your company remains compliant with Turkish regulations. Companies must also hold regular general assembly meetings and maintain minutes of all shareholder decisions.
Foreign Ownership Regulations
Turkey welcomes foreign investment, and in most sectors, 100% foreign ownership is permitted. However, certain strategic sectors may have restrictions or require special permits. Foreign investors enjoy the same rights and protections as Turkish nationals under Turkish investment law.
The Turkish government has implemented numerous reforms to streamline the company registration process for foreign investors, making Turkey one of the more business-friendly destinations in the region.
Taxation for Limited Companies in Turkey
Limited companies in Turkey are subject to corporate income tax at a rate of 25% for 2025. Additionally, companies must handle Value Added Tax (VAT) ranging from 1% to 20% depending on the goods or services provided.
Turkey has signed double taxation treaties with over 80 countries, which can significantly benefit international businesses by preventing double taxation on income. Proper tax planning with qualified legal advisors in Turkey can optimize your tax position.
Advantages of Setting Up a Limited Company
Limited liability companies offer numerous benefits including limited liability protection, flexible management structure, and ease of transferring shares. The structure provides credibility in the Turkish market and facilitates easier access to banking services and business contracts.
Limited companies also benefit from Turkey’s growing economy, strategic geographic location, and access to customs union agreements with the European Union. These factors make Turkey an excellent gateway to markets in Europe, the Middle East, and Central Asia.
Timeline and Costs
The entire company formation process typically takes 1-2 weeks when all documents are properly prepared. Costs include notary fees, trade registry fees, translation costs, and professional service fees. Budget approximately $2,000-$4,000 for the complete setup process, excluding capital requirements.
Working with an experienced law firm significantly reduces processing time and ensures compliance with all regulatory requirements. According to the World Bank’s Doing Business report, Turkey has made substantial improvements in reducing bureaucracy for starting a business.
Why Choose Professional Assistance?
Navigating Turkish corporate law, language barriers, and bureaucratic procedures can be challenging for foreign investors. Professional legal assistance ensures proper document preparation, regulatory compliance, and efficient processing of your application.
Experienced lawyers can also advise on optimal corporate structures, tax planning strategies, and ongoing compliance requirements. This expertise prevents costly mistakes and delays during the formation process.
Frequently Asked Questions
Q: Can a foreigner own 100% of a limited company in Turkey?
A: Yes, foreign nationals and foreign companies can own 100% of a Turkish limited company in most business sectors. There are no restrictions on foreign ownership for standard commercial activities, though certain strategic sectors may require special permits or have ownership limitations.
Q: How long does it take to establish a limited company in Turkey?
A: With all documents properly prepared, the registration process takes approximately 1-2 weeks. This includes obtaining tax numbers, trade registry registration, and completing all mandatory registrations. The timeline may vary depending on the complexity of your business structure and sector-specific licensing requirements.
Q: Do I need to be physically present in Turkey to set up a company?
A: No, physical presence is not mandatory. You can authorize a legal representative in Turkey through a notarized power of attorney to handle the incorporation process on your behalf. However, you’ll need to provide apostilled documents and notarized signature declarations from your home country.
Q: What ongoing obligations does a limited company have in Turkey?
A: Limited companies must file annual tax returns, prepare financial statements, hold annual general assembly meetings, maintain corporate records, and comply with Social Security Institution requirements if they have employees. Regular bookkeeping and tax compliance are mandatory throughout the year.
Q: What is the difference between a limited company and a joint-stock company in Turkey?
A: A limited company (Ltd. Şti.) can have 1-50 shareholders and requires minimum capital of 50,000 TL, while a joint-stock company (A.Ş.) requires at least one shareholder and 250,000 TL minimum capital. Joint-stock companies have more complex governance requirements and are typically chosen for larger businesses or those planning to go public.
Q: Can a limited company in Turkey have foreign directors?
A: Yes, limited companies can appoint foreign nationals as directors or managers. There is no requirement for Turkish citizenship or residency for company management positions. However, managers will need to obtain a work permit if they plan to actively work in Turkey.
Q: Are there any sector-specific restrictions for foreign investors?
A: Most sectors are fully open to foreign investment. However, certain areas like broadcasting, aviation, and maritime transport may have specific requirements or ownership limitations. Strategic sectors may require additional permits from relevant ministries before commencing operations.
Reach us for a Limited Company Setup in Turkey
At Akkas & Associates Law Firm, we specialize in limited company registration and corporate governance services for foreign investors. Since 1992, our Istanbul-based team has successfully registered over 250 companies with international shareholders, providing comprehensive legal support in multiple languages.
Our experienced attorneys guide you through every step of the company formation process, from initial consultation and document preparation to trade registry registration and ongoing compliance support. We handle all legal complexities, allowing you to focus on building your business in Turkey’s dynamic market.
Don’t navigate Turkish corporate law alone. Contact Akkas & Associates Law Firm today for professional assistance with your limited company setup in Turkey. Our full-service approach ensures efficient, compliant, and hassle-free company registration tailored to your specific business needs.
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