Turkey is increasingly becoming a hotspot for entrepreneurs and foreign investors looking to enter regional and international markets. With its strategic location, diversified economy, and modern infrastructure, Turkey presents significant opportunities for both local and international business ventures. However, before launching a business, navigating the process of company registration in Turkey is essential.
The Trade Registry is the official body that oversees business registrations, amendments, and terminations. This article outlines the process, documents required, registration timeline, and overall costs associated with Turkey company registration.
Overview of the Trade Registry in Turkey
The Trade Registry (Ticaret Sicil Müdürlüğü) operates under the Union of Chambers and Commodity Exchanges of Turkey (TOBB). Each city or major district in Turkey has its own Trade Registry Office responsible for processing company registration applications.
Registering with the Trade Registry is mandatory for all legal entities conducting commercial activities in Turkey. Without this registration, a company cannot legally operate, open a bank account, issue invoices, or hire employees.
Types of Companies You Can Register
Before approaching the Trade Registry, you need to decide on your business structure. The most common forms for both local and foreign investors include:
- Limited Liability Company (Ltd. Şti.)
- Joint Stock Company (A.Ş.)
- Branch Office
- Liaison Office (for non-commercial operations only)
The Limited Liability Company (Ltd. Şti.) is the most commonly used structure for small to medium-sized enterprises due to its relatively simple setup and lower capital requirements.
Step-by-Step Company Registration in Turkey
Below is the typical process to complete company registration in Turkey via the Trade Registry:
1. Prepare the Articles of Association
The Articles of Association (AoA) must be drafted according to Turkish Commercial Code regulations. This document includes:
- Company name and address
- Business scope
- Capital structure
- Names of shareholders and their contributions
- Managerial and representation rights
Once finalized, the AoA must be notarized or electronically signed through the Central Registry System (MERSIS).
2. Obtain a Tax Identification Number
Foreign shareholders must obtain a tax identification number from the local tax office. This number is essential for signing official documents and opening a bank account.
3. Deposit Capital (if applicable)
For Limited Liability Companies, the minimum capital requirement is 10,000 TRY. At least 25% must be deposited into a temporary bank account before registration. The remaining amount can be paid within 24 months.
Joint Stock Companies require a minimum capital of 50,000 TRY.
4. Apply to the Trade Registry Office
Submit your registration application to the relevant Trade Registry Office. Required documents include:
- Articles of Association
- Signature declarations of company managers
- Passport copies and tax IDs of shareholders (if foreign)
- Company address lease agreement
- Chamber registration form
- Founders’ declaration
- Bank deposit receipt for capital (if applicable)
- Proof of payment for registration fees
The application must be signed by company managers and submitted physically or through an authorized consultant.
5. Publish in the Trade Registry Gazette
Upon approval, the company’s registration details are published in the Turkish Trade Registry Gazette. This public announcement finalizes the incorporation process.
6. Tax and Social Security Registration
Following Trade Registry approval, you must:
- Register with the local tax office to obtain a corporate tax number
- Register for VAT if applicable
- Register with the Social Security Institution (SGK) if hiring employees
This step enables you to issue invoices, pay taxes, and fulfill labor obligations.
Required Documents for Turkey Company Registration
Here is a consolidated list of documents typically required for registering a company in Turkey:
- Articles of Association (notarized or digitally signed)
- Company formation application form
- Signature declarations (notarized)
- Founders’ declaration
- Proof of registered office (lease agreement or title deed)
- Capital deposit receipt from the bank (if applicable)
- Identification and tax ID of shareholders
- Chamber registration form
- Power of attorney (if applying via a legal representative)
Additional documents may be requested depending on the structure (e.g., for joint stock companies or branch offices).
Timeline for Registration
The process for Turkey company registration is relatively fast if all documents are prepared in advance. Below is an estimated timeline:
- Name reservation and preparation of AoA: 1–2 days
- Tax ID acquisition for foreign shareholders: 1–2 days
- Capital deposit and bank procedures: 1–3 days
- Trade Registry application and approval: 2–5 business days
- Tax and SGK registrations: 2–3 days
Total Estimated Time: 7 to 14 working days
Using an experienced consultant or legal firm can often speed up the process and help avoid delays due to documentation issues.
Cost of Company Registration in Turkey
The total cost of company registration in Turkey can vary depending on the business structure, location, and use of legal or consulting services. Here's a general breakdown:
Government and Legal Fees
- Notary fees: 1,000 – 2,500 TRY
- Trade Registry fees: 1,500 – 3,000 TRY
- Publication in the Gazette: 300 – 500 TRY
- Stamp duty on Articles of Association: Approximately 0.00495% of capital
Consultancy and Legal Support (Optional)
- Legal and translation services: 1,000 – 5,000 TRY
- Consulting firms offering end-to-end registration services may charge a flat fee between 5,000 – 10,000 TRY or more, depending on the complexity and services included.
Other Costs
- Capital deposit (if required)
- Office lease or virtual office setup
- Accounting and bookkeeping setup
Estimated Total Cost: Between 8,000 and 20,000 TRY, excluding the capital injection.
Post-Registration Obligations
After registration, companies in Turkey must meet ongoing compliance obligations, including:
- Monthly tax filings and VAT reporting
- Maintaining legal books and financial records
- Annual general meetings
- Submitting financial statements and annual tax returns
- Compliance with labor laws if hiring staff
Hiring a local accountant is strongly recommended to ensure adherence to Turkish regulations.
Foreign Ownership and Restrictions
Turkey allows 100% foreign ownership in most sectors. Foreigners can be shareholders and managers of Turkish companies without requiring a local partner. However, certain sectors like energy, finance, or defense may have restrictions or licensing requirements.
Additionally, if a foreign shareholder plans to work in Turkey, a work permit or residence permit is needed. However, this does not prevent them from owning shares or managing the company remotely.
Advantages of Registering a Company in Turkey
- Strategic location bridging Europe and Asia
- Access to customs union with the EU
- Competitive operating costs
- Skilled labor force
- Government incentives for foreign investment
- No restrictions on foreign capital repatriation
For these reasons, Turkey company registration continues to attract startups, exporters, manufacturers, and service providers from around the world.
Conclusion
Successfully completing company registration in Turkey requires careful preparation, a solid understanding of legal requirements, and attention to detail in documentation. The Trade Registry plays a central role in the incorporation process, and ensuring compliance with its procedures can streamline your entry into the Turkish market.
With the right guidance, you can register your company in a relatively short time frame and start benefiting from the country’s dynamic economy and favorable investment climate.
FAQs
1. Can a foreigner fully own a company in Turkey?
Yes, Turkey allows 100% foreign ownership in most sectors. Foreign individuals and entities can fully own and manage a company without needing a local partner.
2. Do I need to be physically present in Turkey to register a company?
Physical presence is not mandatory. You can appoint a legal representative or consultant through a power of attorney to handle the process on your behalf.
3. What is the minimum capital required to register a Limited Liability Company in Turkey?
The minimum required capital is 10,000 TRY. At least 25% of this amount must be deposited before registration, with the remainder payable within 24 months.