Company Formation in Turkey – Establishment of a Limited Liability Company (LLC) or Joint Stock Company (JSC)

Establishing a company in Turkey offers numerous opportunities for investors and entrepreneurs. Among the various company types, the Limited Liability Company (LLC) and the Joint Stock Company (JSC) hold a central position. This article provides an overview of the key aspects of establishing and operating an LLC or JSC in Turkey, including the legal requirements, the incorporation process, and subsequent obligations.

Table of contents

What type of companies exist?

In addition to the Limited Liability Company (LLC) and the Joint Stock Company (JSC), Turkey recognizes the Collective Company, the Limited Partnership, and the Limited Partnership Divided into Shares. However, the LLC and JSC play the most significant roles, so this document focuses solely on the formation of a Turkish LLC and JSC.

What are the characteristics of an LLC and a JSC?

 Characteristics

 LLC 

 JSC 

 Shareholders
  • Can be established by natural or legal persons.
  •  Minimum one shareholder
  • Can be established by natural or legal persons.
  • Minimum one shareholder

 Capital
  • Minimum capital 50,000.- TRY (2025).
  • Cash capital must be paid within 24 months as of formation.
  • Minimum capital 250,000.- TRY (2025)
  • At least 25% of cash capital must be paid before registration, the remainder within 24 months.

 Organs
  • General Assembly
  • Managing Director(s)
  • General Assembly
  • Board of Directors

 Representation
  • The LLC is represented by its managing director(s). At least one shareholder must also be a managing director.
  • The management may delegate signing authority to other persons.
  • The JSC is represented by the board of directors.
  • The board of directors may delegate signing authority to other persons.

What is the process of establishing an LLC and a JSC?

The formation of an LLC or JSC is completed through registration with the Commercial Registry, which requires the submission of the following documents:

If the founder is a natural person:

  • Copy of the founder’s passport.
  • Articles of association.
  • Notarized signature specimen of the managing directors or board members. If notarized by a foreign notary, the signature specimen must be apostilled.
  • Declaration of Acceptance, if the managing director or board member is not also a shareholder.

If the founder is a legal entity:

  • Extract from the Commercial Registry of the founder. For foreign legal entities, the extract must be apostilled.
  • A resolution adopted by the management body of the founding legal entity to establish a company in Turkey, certified by notary public.
  • Articles of association.
  • Signature specimen of the managing director(s) or board member(s), certified by notary public. If certified by a foreign notary, the signature specimen must be apostilled.
  • Declaration of acceptance of office, if the managing director or board member is not also a shareholder.

All foreign-language documents must be translated into Turkish and the translation must be notarized before submission to the Commercial Registry.

The Commercial Registry continues to require the submission of the following forms, which must be signed by the founder or their representative.

  • Application to the Commercial Registry for the registration of the company.
  • Registration with the Chamber of Commerce (the registration must include a photo of the founder or, if the founder is a legal entity, a photo of the representative of the legal entity).
  • Incorporation Notice Form (this must be completed if the founder is a Turkish citizen living abroad, holds a foreign nationality, or is a foreign legal entity).

Upon registration with the Commercial Registry, the formation is complete, and the Commercial Registry automatically notifies the Tax Office and the Turkish Social Security Institution. Additionally, the company’s books are officially certified by the Commercial Registry during the formation process.

What needs to be done after the company formation is completed?

  • The managing director(s) or board members must issue a signature circular at a notary public, specifying the type (individual/joint) and scope (limited/unlimited) of their signing authority. This circular serves as proof of signing authority.
  • A bank account must be opened. The account cannot be opened by proxy and must be opened in person by a managing director or member of the board.
  • A tax consultant or accountant must be engaged to handle tax filings and payroll accounting.

How are the LLC and JSC represented?

The LLC is represented by its managing director(s), while the JSC is represented by its board of directors. Both domestic and foreign legal entities can be appointed as managing directors or board members.

The managing directors or the board of directors can also grant signing authority to other individuals, which can be effectively restricted towards third parties through the issuance of an internal policy, which will also be registered in the Commercial Registry.

Legal support during the company formation

The above points only provide an insight into the company establishment process. For individual advice on the establishment of a Turkish limited liability company or joint stock company, please contact our law firm directly. 

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