Foreigners can establish any of the types of companies in Turkey that are regulated in the Turkish Commercial Code. A special legislation has been prepared in Turkey regarding foreign investors. With the Foreign Direct Investors Law No. 4875 and the relevant legislation, the principle of freedom of investment, equal treatment and encouragement of foreign investors is aimed. In which sector a foreign investor invests, the legal rules regulating the sector and foreign investment legislation are applied to the establishment of the company and its activities.
According to the Law No. 4875, foreign investors are real persons of foreign countries, Turkish citizens residing abroad, legal entities and international organizations established in accordance with the laws of foreign countries.
How to Establish a Company in Turkey?
After determining the type of company, the articles of association should be prepared and necessary preparations should be made depending on what the area of activity will be.
Preparation of the articles of association, sending the minutes and articles of association through MERSIS, notarization of the documents, obtaining the tax number of the company, depositing a part of the capital into the bank account of the Competition Authority, depositing a part of the capital into the bank account of the company and documenting it, applying to the Trade Registry for registration procedures, It is necessary to fulfill the stages of preparation and approval of certain legal books, requesting the company establishment statement from the tax office, issuing the signature circular, and transferring the company's documents to the e-TUYS system. You can find detailed information about E-TUYS at https://www.sanayi.gov.tr/destek-ve-tesvikler/yatirim-tesvik-sistemleri.
Foreign investors are required to submit some additional documents, separately from the citizens of the Republic of Turkey, at the company establishment and share transfers subject to the Law No. 4875. Natural persons who are considered foreign investors must submit translated notarized copy of passport and potential tax number document.
Foreign investor legal entities have to submit the original (with apostille) and notarized translation of the certificate of goodstanding issued by the Turkish Consulate or the chamber of industry and/or commerce where the company is registered, or by the competent courts.
The place of residence of the foreign person who will establish a company is not required to be located in Turkey.
When Must the Capital be paid?
The minimum capital amount in joint stock companies is 50,000 TL. In limited companies, the minimum capital amount is 10.000 TL.
In joint stock companies, ¼ of the cash capital should be paid at the time of establishment (initial capital) and the remaining amount should be paid in 24 months. In capital increases, ¼ of the cash increased portion must be paid before registration. In limited companies, the commitment capital must be invested within 2 years.
The committed capital is paid into the company account. Shareholders can have social security in their own companies, provided that they do not take part in the board of directors.