Legal Framework for Foreign Direct Investment

Turkey offers a highly competitive investment environment, granting foreign investors the same legal status as domestic entrepreneurs. The primary statute governing company formation is Law No. 4875 on Foreign Direct Investments, which ensures the freedom of investment and protects the rights of international stakeholders.

For investors seeking professional company registration services, understanding the legal ground is the first step toward a secure business registration. Under the Turkish Commercial Code (Law No. 6102), foreign nationals can establish various structures, with Limited Liability Companies (LLC) and Joint-Stock Companies (A.Ş.) being the most preferred models. These structures provide a reliable mechanism to incorporate a business in Turkey while limiting shareholder liability.

At KL Legal Consultancy, based in Izmir, we provide comprehensive guidance to investors nationwide. From the initial LLC filing via MERSIS to obtaining necessary permits, we ensure that every stage of your new business registration complies with commercial regulations.

Corporate Structures: Limited Liability vs. Joint Stock

Selecting the correct legal entity is critical for liability management and tax efficiency. International entrepreneurs predominantly opt for limited company formation or joint-stock companies.

Limited Liability Company (Ltd. Şti.) Protocols

The LLC formation (Ltd. Şti.) is the most popular choice for small to medium-sized enterprises due to its operational simplicity.

Shareholders: Can be established with a minimum of one person or entity.
Capital: To start an LLC, a minimum capital of 50,000 TRY is required (2026 Standards).
Liability: Shareholders are liable for public debts only in proportion to their share capital.
Suitability: Ideal for those looking to open a limited company with minimal administrative burden.

Joint Stock Company (A.Ş.) Establishment Rules

Investors looking to form a corporation (A.Ş.) typically aim for larger-scale operations or future public offerings.

Capital: Minimum 250,000 TRY is required. 25% must be blocked in a bank account before registration.
Liability: Shareholders bear no personal responsibility for public debts, offering higher protection than an LLC.

Registration Procedures & MERSIS Integration

Navigating the local regulatory environment requires precision. To register a company successfully, foreign entrepreneurs must follow a structured business setup roadmap.

Legal Representation: Foreign persons may initiate company formation through a power of attorney. Engaging an Izmir foreign investment attorney accelerates the process without your physical presence.
MERSIS Filing: The official process begins electronically. We manage the online incorporation services aspect via the Central Registry Record System (MERSIS) to register a business name and draft the Articles of Association.
Documentation: Submission of notarized passports, signature declarations, and proof of address to the Trade Registry Office.
Capital Deposit: For JSCs, blocking 25% of the capital; for LLCs, the commitment to pay within 24 months.
Tax & Social Security: Obtaining a tax ID and registering with the Social Security Institution (SGK) immediately after the trade registry gazettal.

Investment Incentives & Strategic Location Benefits

Turkey’s legal framework offers a liberal investment climate that rivals many jurisdictions.

Double Taxation Avoidance: Turkey has agreements with numerous countries, a key factor for entities comparing Turkey against offshore company formation options.
Incentives: Investors can access significant VAT exemptions and customs duty relief.
Logistics Hub: Locations like Izmir serve as critical gateways for import-export operations.

Mandatory Documentation & Capital Transfer Rules

Successfully navigating the business registration process requires a precise compilation of legal documents.

Passports: Translated and notarized (or Apostilled) copies for all foreign partners.
Articles of Association: Prepared via MERSIS, detailing the capital structure and management rules.
Signature Circulars: Notarized declarations for company directors.
Proof of Address: A valid lease contract or title deed to verify the company headquarters.

Work Permit Eligibility for Foreign Shareholders

Establishing a company does not automatically grant a work permit. If a foreign partner intends to actively manage the business, they must apply for a work permit via the Ministry of Labor.

Criteria: The partner must hold at least 20% of shares (min. 50,000 TRY value) and the company typically needs to employ 5 Turkish citizens.

Corporate Legal Consultancy Services in Izmir

Navigating the landscape of company formation in Turkey involves intricate legal layers. Engaging a qualified attorney is a strategic necessity to ensure the business setup is legally sound.

At KL Legal Consultancy, we move beyond generic incorporation packages. We provide:

Tailored Structuring: Deciding whether to form an LLC online (via MERSIS) or establish a liaison office based on your specific goals.
Regulatory Compliance: Ensuring your new business registration complies with the latest capital transfer and tax regulations.
Long-Term Security: From drafting commercial contracts to managing tax disputes, we ensure your company’s longevity in the Turkish market.

Company Formation in Turkey