The Legal Framework for Foreign Investment

Türkiye’s Foreign Direct Investment Law No. 4875 guarantees that foreign and local investors are treated equally.
Foreign individuals and companies can establish any business type available to Turkish citizens unless restricted by specific laws.

Business operations are governed mainly by two codes:

• Turkish Commercial Code (TCC – Law No. 6102)

• Turkish Code of Obligations (Law No. 6098)

These ensure transparency, investor protection, and alignment with international standards.

Joint-Stock Companies (JSC – Anonim Şirket)

The Joint-Stock Company (JSC) is the most common form for large or publicly traded entities in Türkiye.

Key Features:

• Minimum capital: 250,000 TRY

• Shareholders: At least one (individual or legal entity)

• Liability: Limited to the amount of subscribed capital

• Corporate document: Articles of Association (publicly registered)

• Management: A Board of Directors with at least three members

Directors do not need to be Turkish citizens or residents, but appointing a local representative can ease tax registration.

Certain industries — such as banking, finance, insurance, and asset management — require Ministry of Trade approvalbefore establishment.

💡 Note: Directors who also serve as shareholders may be personally liable for unpaid corporate taxes if found in default.

Limited Liability Companies (LC – Limited Şirket)

For small and medium-sized ventures, the Limited Liability Company offers a simpler alternative.

Key Features:

• Minimum capital: 50,000 TRY

• Shareholders: Between 1 and 50 (can be 100% foreign-owned)

• Liability: Limited to capital contribution, except certain tax debts

• Management: Run by one or more General Managers (no board)

• Minority rights: Often stronger protection than in JSCs

LC shares cannot be traded publicly and any share transfer requires approval from shareholders holding 75 % of the company’s capital, along with notarization.

Company Registration Procedure

Company formation in Türkiye is handled through Trade Registry Offices.
After all documents are verified and registered, the company receives a unique registration number and can immediately start operations.

Main documents required:

• Petition & establishment statement

• Notarized Articles of Association

• Identity or passport copies of shareholders and directors

• Signature declarations

• Proof of capital payment (25 % for JSCs before registration)

• Competition Authority Fee (0.04 % of capital)

• Apostilled and Turkish-translated certificates for foreign partners

Once approved, details are published in the Turkish Trade Registry Gazette, making the company official.

Choosing Between a JSC and an LC

Both entities provide limited liability, but the choice depends on your business goals.
If you plan to raise capital, participate in public tenders, or list on the stock exchange, a JSC is essential.
For wholly-owned subsidiaries or smaller operations, an LC offers flexibility and easier administration.

The Role of Legal Counsel

Navigating Türkiye’s corporate setup process requires attention to both regulatory compliance and document formalities.
DND Law Firm supports investors at every stage — from drafting Articles of Association to registration, translation, and Ministry approvals.

With local expertise and international perspective, DND Law Firm ensures your company is established efficiently, transparently, and in full legal compliance.

Conclusion

Türkiye offers a vibrant, transparent, and opportunity-rich environment for global investors.
Whether you’re forming a large joint-stock company or a small limited-liability subsidiary, understanding the legal framework is key to long-term success.

Partnering with an experienced firm like DND Law Firm ensures that your company establishment process is smooth, compliant, and strategically structured for growth in Türkiye’s dynamic market.