How Foreign Investors Can Establish a Company in Türkiye: LLC, JSC, MERSIS, Documents and Governance
Türkiye’s foreign-investment regime is based on equal treatment: international investors may generally establish the company forms available under the Turkish Commercial Code under the same corporate framework applied to domestic investors.
For most foreign investors, the real question is not “Can I incorporate?” but “Which structure should I incorporate, who should control it, how should signatures and capital be organised, and what will happen after registration?”
1. LLC or JSC?
The two most commonly used corporate forms are:
- Limited Liability Company (LLC / Limited Şirket); and
- Joint Stock Company (JSC / Anonim Şirket).
Both provide limited-liability corporate structures, but they differ in governance, share-transfer mechanics, fundraising flexibility and the architecture available for larger investments.
As of the current company-law framework, the statutory minimum capital is TRY 50,000 for an LLC and TRY 250,000 for a JSC. A non-public JSC adopting the registered-capital system is subject to a higher minimum initial capital.
The legal minimum is not necessarily the commercially sensible capital.
2. MERSIS and the trade registry
Company-establishment procedures are integrated through MERSIS, Türkiye’s Central Registry Record System.
MERSIS is used to prepare and process company-formation records electronically. Registration is completed through the relevant Trade Registry Directorate.
Official investment guidance describes the system as a “one-stop shop” and notes that registration may be completed within the same day when the required documentation and conditions are complete. Foreign investors should read that as an administrative capability, not a guarantee that every international file will close in one day.
Foreign documents, translations, tax numbers and signatures are often the steps that determine timing.
3. Documents for foreign founders
Where a shareholder is a foreign natural person, the incorporation file commonly requires passport and identification documentation and the relevant Turkish tax identification arrangements.
Where the shareholder is a foreign legal entity, the corporate documentation usually requires greater preparation. Depending on the jurisdiction and document type, foreign corporate records may need:
- apostille or consular legalisation;
- sworn Turkish translation;
- notarisation;
- evidence of current corporate existence;
- board/shareholder authority for the investment;
- identification of representatives and beneficial ownership; and
- properly drafted powers of attorney.
The exact list should be confirmed before originals are issued abroad, because correcting legalisation after shipment causes avoidable delay.
4. Governance should be designed before incorporation
Foreign investors sometimes treat the articles of association as a registration form. That can be a mistake.
Before incorporation, the investors should decide:
- who appoints managers/directors;
- who has signature authority;
- whether signatures are individual or joint;
- which matters require shareholder approval;
- how capital increases will work;
- how new investors may enter;
- whether share transfers should be restricted;
- how deadlocks will be handled;
- whether reserved matters are required; and
- whether a shareholders’ agreement should sit alongside the articles.
Corporate control problems are cheaper to prevent than to litigate.
5. Minimum capital and payment timing
The statutory rules on capital differ between LLCs and JSCs.
For a standard JSC, part of the subscribed capital is generally payable before registration, with the remainder payable within the statutory period. For an LLC, the payment mechanics differ and the subscribed capital may be paid within the statutory post-registration period under the current framework.
The investment plan should also consider banking onboarding, working capital and sector-specific licensing rather than focusing only on the statutory minimum.
6. Does a foreign shareholder need a Turkish partner?
As a general company-law principle, foreign investors are not required merely by reason of nationality to introduce a Turkish shareholder into an ordinary LLC or JSC.
Sector-specific activities can be subject to separate ownership, licensing or regulatory rules. The company’s actual business should therefore be checked before the shareholder structure is finalised.
7. Incorporation is not the end of the legal process
After trade-registry registration, a foreign-owned business may need to address:
- tax registration and accounting;
- corporate books and resolutions;
- signature and banking arrangements;
- beneficial-ownership disclosures;
- employment registrations;
- foreign-investment reporting through the applicable electronic system;
- licences or sector permits;
- data-protection compliance;
- commercial contracts; and
- work permits for foreign personnel or company partners who will actually work in Türkiye.
A company can be legally incorporated but operationally unready.
8. Foreign shareholder does not automatically mean work authorisation
Owning shares in a Turkish company and being authorised to work in Türkiye are separate legal issues.
A foreign shareholder, director or manager who will actively work in the business should check the applicable work-permit rules. Current Ministry of Labour criteria include financial, employment and shareholding tests in certain company-partner applications, with specific exemptions and exceptions.
9. Practical incorporation checklist
Before filing, a foreign investor should settle:
- business activity;
- company type;
- shareholders and percentages;
- registered office;
- directors/managers;
- signature structure;
- capital;
- foreign document legalisation;
- tax-number arrangements;
- shareholders’ agreement requirements;
- regulated-business approvals;
- post-incorporation banking and work-permit planning.
Frequently asked questions
Can a foreigner own 100% of a Turkish company?
Generally yes, subject to sector-specific restrictions.
Which is better: LLC or JSC?
Neither is universally better. The right form depends on governance, future investment, share transfers, exit plans and regulatory considerations.
Is a Turkish resident director mandatory?
The answer depends on the company form, role and regulatory context; nationality alone should not be confused with tax, residence or work-permit issues.
Can incorporation be completed remotely?
Many preparatory and representation steps may be handled through properly drafted powers of attorney, but document and registry requirements must be checked for the specific structure.
Does incorporation give me a residence or work permit?
No. Company ownership, residence permission and work authorisation are legally distinct.
Official references
- Ministry of Trade — Establishing a Company in Türkiye / MERSIS
- Presidency of the Republic of Türkiye Investment Office — Establishing a Business
- Turkish Commercial Code No. 6102
- Foreign Direct Investment Law No. 4875