Frequently Asked Questions About Establishing Joint-Stock and Limited Liability Companies

What are the differences between joint-stock companies and limited liability companies for foreign investors in Turkey?
What is the minimum capital required to establish a joint-stock or limited liability company in Turkey?
What documents should foreign partners prepare when establishing a company?
How is company establishment carried out step by step in Turkey?
How is the MERSİS registration obtained and what is the digital application process?
How does obtaining a tax number and opening a bank account process work?
Can foreign investors apply for a work permit through company partnership?
How are share transfers and sales handled in joint-stock and limited liability companies?
How can tax incentives and investment supports be utilized after establishment?
How are notary, translation, and chamber procedures carried out during company establishment?
Is professional consultancy mandatory for company establishment in İzmir and Karşıyaka?
Is it possible for foreign companies to open liaison offices or branches in Turkey?
Is it mandatory to show an address and sign a lease contract during company establishment?
Which sectors require additional permits or licenses in joint-stock and limited liability company establishment?
How does K&L Legal Consultancy support company establishment and subsequent processes?

Establishing Joint-Stock and Limited Liability Companies

What are joint-stock and limited liability companies in Turkey and what advantages do they offer foreign investors?

Turkey offers an attractive market for foreign investors with its open international trade policies and dynamic economy. The two most preferred types of companies for foreign natural and legal persons who want to establish a business in Turkey are joint-stock companies (A.Ş.) and limited liability companies (LTD. ŞTİ.). These two models provide wide opportunities for both foreign and domestic capital, offering different advantages to entrepreneurs and investors.

Key Advantages of Establishing a Company in Turkey

Full Commercial Activity Authority: Foreign investors can freely conduct commercial activities in Turkey through their companies, engaging in import, export, production, services, and consultancy across many sectors.
Possibility of Foreign Partnership: Foreigners can own 100% shares or invest together with Turkish partners. Both company types allow partnerships with foreign natural or legal persons.
Flexibility in Capital Movements: Foreign investors meeting the minimum capital requirements can transfer capital to Turkey and easily convert their foreign funds into company capital.
Ease of Work and Residence Permits: Foreign partners or managers of companies established in Turkey can obtain work and residence permits more quickly and easily. This model offers a practical solution for those wishing to reside in Turkey as partners or managers.
Investment Incentives and Tax Advantages: Foreign-capital companies benefit from various investment incentives, free zones, organized industrial zones, VAT refunds, customs exemptions, and tax reductions.

Differences Between Joint-Stock and Limited Liability Companies

Capital Structure: The minimum capital in joint-stock companies is 250,000 TRY, while it is 50,000 TRY in limited liability companies. Joint-stock companies are more suitable for large-scale and multi-partner investments.
Management and Decision Making: Joint-stock companies have a more professional management structure, whereas limited liability companies are smaller and have faster decision-making processes.
Share Transfer and Sale: Share transfers in joint-stock companies are easier and generally do not require notary approval, while share transfers in limited liability companies must be notarized.

Step-by-Step Company Establishment Process

Determining Company Type and Trade Name: The foreign investor selects the company type (joint-stock or limited liability) based on the field of activity and capital goals and determines the trade name.
Preparation of Articles of Association: The articles are prepared in accordance with the Turkish Commercial Code and relevant regulations, detailing the field of activity, capital structure, partners, and management bodies.
MERSİS Registration: Company establishments in Turkey are carried out online via the Central Registration System (MERSİS). Founding partners create and approve the articles in MERSİS.
Capital Commitment and Bank Account Opening: The required capital is blocked in a bank account opened in Turkey and the receipt is obtained (at least 25% for joint-stock companies, fully payable within 24 months for limited liability companies).
Notary Procedures and Authorizations: The articles of association, director(s) or board members, signature circulars, and other necessary documents are notarized.
Trade Registry Registration: After completing all documents, an application is made to the Trade Registry Office and the company is officially registered. The establishment announcement is published in the Turkish Trade Registry Gazette.
Tax Identification Number and Tax Office Registration: The company obtains a tax identification number, applies to the tax office, and completes tax inspections.
Chamber Registration and Other Applications: The company registers with the relevant chamber of commerce or industry and completes other administrative procedures such as social security and workplace notification if necessary.
Legal Book Certification and Appointment of Financial Advisor: Legal books are certified by a notary and a financial advisor is appointed.

Important Notes for Foreign Investors

Passport and Residence Information of Founding Partners: Notarized passport translations and apostilled documents may be required for foreign partners.
Legal Address in Turkey: A real and actual address must be shown for every company.
Authorization and Representation Arrangements: Especially for foreign partners living abroad, power of attorney arrangements are important.
Sectoral Legislation and Permits: Some sectors require special permits or licenses (finance, education, health, etc.).

Lawyer and Consultancy Support with K&L Legal Consultancy in Company Establishment

K&L Legal Consultancy provides comprehensive consultancy from start to finish for foreign investors establishing joint-stock and limited liability companies in İzmir and Karşıyaka.

All steps from preparation and planning to registration, bank transactions, and tax office applications are professionally managed.
Contracts, articles of association, powers of attorney, translation processes, MERSİS and Trade Registry applications are completed in compliance with the latest legislation.
Comprehensive support is also provided for work permit applications, exemptions, and investment incentives after company establishment.