Tr Company Formation

---
name: tr-company-formation
description: "Company formation and entity choice in Turkey (Türkiye) for tax year 2026, from the Turkish Commercial Code No. 6102, the Fees Law No. 492 and the Competition Law No. 4054. Covers the limited company (limited şirket) and the joint stock company (anonim şirket), the minimum capital of TRY 50,000 and TRY 250,000 (TRY 500,000 initial capital for a non-public registered-capital joint stock company), the 25% payment before registration for a joint stock company, registration through MERSIS, the 2026 registry fees, the 0.04% Competition Authority share, branches and liaison offices of foreign companies, tax registration, and the deadline for existing companies to raise their capital, now 31 December 2027. Trigger phrases: şirket kuruluşu, limited şirket kurmak, anonim şirket sermayesi, set up a company in Turkey, minimum capital Turkey. Out of scope: tr-corporate-income-tax, turkey-vat, tr-payroll-social, tr-tax-overview."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/tr-company-formation"
  jurisdiction: "TR"
  tax_year: "2026"
  last_updated: "2026-10-31"
---

# Turkey Company Formation & Entity Choice

Tax year 2026. Every figure below is taken from the consolidated laws on mevzuat.gov.tr or from the Official Gazette (resmigazete.gov.tr), read on 2026-10-31. Corporate tax, VAT and payroll after formation are in [tr-corporate-income-tax](tr-corporate-income-tax.md), [turkey-vat](turkey-vat.md) and [tr-payroll-social](tr-payroll-social.md); the headline figures and filing dates are in [tr-tax-overview](tr-tax-overview.md).

## Company formation in Turkey (2026)

- **Overview of company formation vehicles.** The Turkish Commercial Code No. 6102 (TTK) has five kinds of commercial company: collective, commandite, joint stock, limited and cooperative (art. 124(1)). The joint stock company (anonim şirket, A.Ş.), the limited company (limited şirket, Ltd. Şti.) and the commandite company with capital divided into shares are capital companies (art. 124(2)); this skill covers the limited and the joint stock company. The minimum capital of both was raised by Presidential Decision No. 7887 (Official Gazette 25 November 2023). Applications go through MERSIS, the Ministry of Trade's central registry system, and the trade registry office where the company has its seat. _(TTK arts. 124, 329, 573; TTK notes 42 and 83; MERSIS)_
- **Limited company (limited şirket).** Formed by one or more natural or legal persons under a trade name, with a fixed capital made up of capital shares (TTK art. 573(1)). It may have no more than 50 partners (art. 574(1)). Partners are not liable for the company's debts; they must pay the capital shares they took up and any additional payment and side duties set in the company contract (art. 573(2)). It can be formed for any lawful business purpose (art. 573(3)). _(TTK arts. 573, 574)_
- **Joint stock company (anonim şirket).** A company with a fixed capital divided into shares, liable for its debts only with its own assets (TTK art. 329(1)). Shareholders are liable only to the company and only for the capital they subscribed (art. 329(2)). One founder who holds shares is enough (art. 338(1)). It can be formed for any lawful economic purpose (art. 331). Some fields of activity named by Ministry communiqué need the Ministry's permission to incorporate (art. 333(1)). The Code treats public (halka açık) and non-public joint stock companies separately, for example for registered capital (art. 332(1)). _(TTK arts. 329, 331, 332, 333, 338)_
- **Minimum capital, limited company.** TRY 50,000. The law sets TRY 10,000 and lets the President raise it up to ten times (TTK art. 580(1), (2)); Decision No. 7887 raised it to TRY 50,000 (art. 580, note 83). _(TTK art. 580 and note 83)_
- **Minimum capital, joint stock company.** TRY 250,000. The law sets TRY 50,000 and lets the President raise it (TTK art. 332(1)); Decision No. 7887 raised it to TRY 250,000 (art. 332, note 42). _(TTK art. 332 and note 42)_
- **Minimum capital, non-public joint stock company in the registered-capital system.** TRY 500,000 initial capital (başlangıç sermayesi). The law sets TRY 100,000; Decision No. 7887 raised it to TRY 500,000 (TTK art. 332(1) and note 42). Initial capital is the capital the company must hold at formation or when it first enters the system (art. 332(2)). _(TTK art. 332 and note 42)_
- **Capital payment timing, joint stock company.** At least 25% of the nominal value of shares subscribed in cash is paid before registration, and the rest within 24 months after registration. Any share premium is paid in full before registration (TTK art. 344(1)). Cash is paid into a special account opened at a bank in the name of the company being formed, usable only by the company, and the bank releases it once the registry confirms the company has legal personality (art. 345(1)). _(TTK arts. 344, 345)_
- **Capital payment timing, limited company.** The rule that 25% of cash shares is paid before registration does not apply to limited companies (TTK art. 585(1)). The other joint stock company rules on paying for capital shares, where to pay and the effects of not paying apply by analogy (art. 585(1)), so the cash capital is paid within 24 months after registration (art. 344(1)). _(TTK arts. 344, 585)_
- **Incorporation process.** A joint stock company is formed when the founders declare their will to form it in articles of association in which they unconditionally undertake to pay the whole capital, with their signatures certified by a notary or signed before the trade registry director or deputy (TTK art. 335(1)). A limited company contract must be in writing and signed by the founders before authorised trade registry staff (arts. 575(1), 585(1)). No valuable-paper charge is taken on the papers containing the articles (arts. 335(1), 575(1)). The articles are registered at the trade registry of the company's seat and announced in the Turkish Trade Registry Gazette within 30 days of formation (art. 354(1)). Foreign investors may invest freely and are treated the same as local investors, unless a treaty or special law says otherwise (Foreign Direct Investment Law No. 4875, art. 3(a)), so foreign persons can own 100% of a limited or joint stock company. _(TTK arts. 335, 354, 575, 585; Law No. 4875 art. 3)_
- **Tax registration.** The trade registry sends a copy of a corporate taxpayer's registration file to the tax office, and the company's duty to notify the start of business is then treated as met (Tax Procedure Law No. 213, art. 153). _(VUK art. 153)_
- **Trade registry fees (2026).** Under tariff (1), part C of the Fees Law No. 492, registering a capital company's business and trade name costs TRY 35,354.50, and registering each person authorised to represent it costs TRY 8,598.80 (amounts for 2026 under Fees Law General Communiqué No. 98). The chambers of commerce (or commerce and industry) collect these fees in advance against a receipt (Law No. 492, art. 132). _(Law No. 492 tariff (1) C/I; Communiqué No. 98)_
- **Competition Authority share.** 0.04% (four in ten thousand) of the capital of every newly formed joint stock and limited company, and of the increase in any later capital increase (Law No. 4054 on the Protection of Competition, art. 39(1)(c)). _(Law No. 4054 art. 39)_
- **Branch of a foreign company.** A Turkish branch of a business whose seat is abroad is registered like a domestic business, subject to the trade-name rules of its home country, and must appoint a fully authorised commercial representative resident in Turkey (TTK art. 40(4)). Every merchant registers its business and trade name at the trade registry within 15 days of opening (art. 40(1)). _(TTK art. 40)_
- **Liaison office.** The Ministry may permit a company formed under foreign law to open a liaison office in Turkey, on condition that it carries on no commercial activity in Turkey (Law No. 4875, art. 3(h)). _(Law No. 4875 art. 3)_
- **Core annual compliance.** Every merchant keeps commercial books that show its business and financial position clearly (TTK art. 64(1)). The ordinary general meeting is held within three months after the end of each financial year: art. 409(1) for a joint stock company, art. 617(1) for a limited company. Tax filing dates (corporate tax return by the end of the fourth month after year-end, quarterly provisional tax by the 17th of the second month after each quarter, VAT by the 28th and the withholding return by the 26th of the following month) are in [tr-tax-overview](tr-tax-overview.md). _(TTK arts. 64, 409, 617; GİB filing calendar)_
- **Capital top-up deadline for existing companies.** Joint stock and limited companies whose capital is below the new minimums had to raise it to the amounts in TTK arts. 332 and 580 by 31 December 2026, or be treated as dissolved (infisah). A non-public registered-capital joint stock company with issued capital of at least TRY 250,000 that does not raise its initial and issued capital to TRY 500,000 leaves the registered-capital system (TTK provisional art. 15(1)). The Ministry of Trade may extend the deadline by one year at a time, at most twice (provisional art. 15(3)). It used that power for the first time on 17 October 2026: the deadline is now **31 December 2027**, for the dissolution rule and for the registered-capital rule alike (Ministry of Trade communiqué on extending the period for joint stock and limited companies to raise their capital to the new minimum amounts, Official Gazette 17 October 2026, No. 33403, art. 2, in force on publication under art. 3). One more one-year extension is the most the law allows, so the latest possible deadline is 31 December 2028. General meetings held to make the increase need no quorum and decide by a majority of the votes present (provisional art. 15(2)). _(TTK provisional art. 15; Official Gazette No. 33403)_

## Worked example

A foreign parent forms a joint stock company in 2026 with the minimum capital of TRY 250,000, all in cash, and one person authorised to represent it. Before registration it pays at least 25% of the capital into the company's blocked bank account: TRY 62,500. The Competition Authority share is 0.04% of TRY 250,000: TRY 100. The trade registry fees are TRY 35,354.50 for registering the business and trade name plus TRY 8,598.80 for the one representative: TRY 43,953.30. Notary, Trade Registry Gazette announcement and chamber registration charges come on top and are not in this example.

```oa-check
name: Joint stock company, TRY 250,000 cash capital, one representative (2026)
inputs:
  capital: 250000
  representatives: 1
steps:
  - paid_before_registration: capital * 0.25
  - competition_share: capital * 0.0004
  - registry_fees: 35354.50 + 8598.80 * representatives
  - total_fees: competition_share + registry_fees
expected:
  paid_before_registration: 62500.00
  competition_share: 100.00
  registry_fees: 43953.30
  total_fees: 44053.30
```

## Sources

| Source | URL | Read on |
| --- | --- | --- |
| Türk Ticaret Kanunu (Turkish Commercial Code) No. 6102, consolidated text: arts. 40, 64, 124, 329, 331, 332, 333, 335, 338, 344, 345, 354, 409, 573, 574, 575, 580, 585, 617, provisional art. 15, notes 42 and 83 | https://www.mevzuat.gov.tr/MevzuatMetin/1.5.6102.pdf | 2026-10-31 |
| Ticaret Bakanlığı, Anonim ve Limited Şirketlerin Sermayelerini Yeni Asgari Tutarlara Yükseltme Süresinin Uzatılmasına İlişkin Tebliğ (Official Gazette 17 October 2026, No. 33403): arts. 2, 3 | https://www.resmigazete.gov.tr/eskiler/2026/10/20261017-12.htm | 2026-10-31 |
| Presidential Decision No. 7887 on the minimum capital of joint stock and limited companies (Official Gazette 25 November 2023, No. 32380), contents entry | https://www.resmigazete.gov.tr/eskiler/2023/11/20231125.htm | 2026-10-31 |
| Harçlar Kanunu (Fees Law) No. 492, consolidated text: art. 132 and tariff (1) part C | https://www.mevzuat.gov.tr/MevzuatMetin/1.5.492.pdf | 2026-10-31 |
| Fees Law General Communiqué No. 98 (Official Gazette 31 December 2025, No. 33124, 5th repeat): art. 3 and annex tariff (1) part C | https://www.resmigazete.gov.tr/eskiler/2025/12/20251231M5-28.pdf | 2026-10-31 |
| Rekabetin Korunması Hakkında Kanun (Competition Law) No. 4054: art. 39 | https://www.mevzuat.gov.tr/MevzuatMetin/1.5.4054.pdf | 2026-10-31 |
| Doğrudan Yabancı Yatırımlar Kanunu (Foreign Direct Investment Law) No. 4875: art. 3(a), (h) | https://www.mevzuat.gov.tr/MevzuatMetin/1.5.4875.pdf | 2026-10-31 |
| Vergi Usul Kanunu (Tax Procedure Law) No. 213: art. 153 | https://www.mevzuat.gov.tr/MevzuatMetin/1.4.213.pdf | 2026-10-31 |
| MERSIS, Merkezi Sicil Kayıt Sistemi (Ministry of Trade) | https://mersis.ticaret.gov.tr/ | 2026-10-31 |

Not yet confirmed: the date from which Decision No. 7887 applied to new companies (the old version said 1 January 2024; the decision's text has no text layer and was not read); how long incorporation takes in practice (the old version said about 1 to 2 weeks; the law sets only the 30-day registration and announcement period); notary fees, the Trade Registry Gazette announcement fee and chamber registration fees for 2026; which fields of activity need Ministry permission to form a joint stock company (art. 333 communiqué not read); the Uniform Chart of Accounts duty (the old version listed it; the Ministry communiqué under VUK art. 175 was not read); whether the Ministry will use its second and last one-year extension, to 31 December 2028; whether any minimum capital or funding rule applies to a branch of a foreign company (the old version said none; no provision was read); the potential tax number and the apostille or consular legalisation of foreign documents (not read in an official source).

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-10-31. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `tr-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/tr-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.