Turkey Company Formation Entity Choice 2

---
name: turkey-company-formation-entity-choice-2
description: "Entity choice for a business, and especially a foreign investor, setting up in Turkey (Türkiye) for tax year 2026: limited company, joint stock company, branch or liaison office of a foreign company. From the Turkish Commercial Code No. 6102 and the Foreign Direct Investment Law No. 4875. Covers who may form each vehicle, liability, the TRY 50,000 and TRY 250,000 minimum capital (TRY 500,000 for a non-public registered-capital joint stock company), when capital is paid, the steps through MERSIS, the 0.04% Competition Authority share, 2026 registry fees, the 2026 corporate tax return dates, and the deadline for existing companies to raise their capital, now 31 December 2027. Trigger phrases: which company form in Turkey, branch or subsidiary Turkey, liaison office Turkey, foreign investor company Turkey, şube mi şirket mi. Out of scope: tr-company-formation (the same rules in short form), 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/turkey-company-formation-entity-choice-2"
  jurisdiction: "TR"
  tax_year: "2026"
  last_updated: "2026-10-31"
  reviewed_by: "Yiğit Çelikel"
---

# Turkey Company Formation & Entity Choice

Tax year 2026. Every figure below is taken from the consolidated laws on mevzuat.gov.tr, the Official Gazette (resmigazete.gov.tr) or the Revenue Administration (gib.gov.tr), read on 2026-10-31. The same company-law rules, with a worked fee example, are in [tr-company-formation](tr-company-formation.md); tax after formation is in [tr-corporate-income-tax](tr-corporate-income-tax.md), [turkey-vat](turkey-vat.md) and [tr-payroll-social](tr-payroll-social.md).

## Company formation in Turkey (2026)

- **Main company forms.** 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)); a business choosing a corporate vehicle compares the limited and the joint stock company. Articles are prepared and applications made through MERSIS, the Ministry of Trade's central registry system, and the trade registry office where the company has its seat registers the company (TTK art. 354(1)). _(TTK arts. 124, 329, 354, 573; MERSIS)_
- **Limited company (limited şirket).** Formed by one or more natural or legal persons (TTK art. 573(1)), with 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 in the company contract (art. 573(2)). Minimum capital TRY 50,000 (see below). _(TTK arts. 573, 574)_
- **Joint stock company (anonim şirket).** Formed by one or more founders who hold shares (TTK art. 338(1)), which may be natural or legal persons. Its capital is fixed and divided into shares; the company is liable for its debts only with its own assets, and shareholders are liable only to the company for the capital they subscribed (art. 329). It can be formed for any lawful economic purpose (art. 331). The Code treats public (halka açık) and non-public joint stock companies separately (art. 332(1)). Minimum capital TRY 250,000 (see below). _(TTK arts. 329, 331, 332, 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)); Presidential Decision No. 7887 (Official Gazette 25 November 2023) 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; Decision No. 7887 raised it to TRY 250,000 (TTK art. 332(1) and note 42). _(TTK art. 332 and note 42)_
- **Minimum initial capital, non-public joint stock company in the registered-capital system.** TRY 500,000. 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; share premiums are paid in full before registration (TTK art. 344(1)). The capital may be paid in full before registration. Cash goes into a special bank account in the name of the company being formed (art. 345(1)). _(TTK arts. 344, 345)_
- **Capital payment timing, limited company.** The 25% pre-registration payment does not apply to limited companies (TTK art. 585(1)). The joint stock company payment rules otherwise apply by analogy (art. 585(1)), so cash capital is paid within 24 months after registration (art. 344(1)). _(TTK arts. 344, 585)_
- **Foreign investors.** Unless a treaty or special law says otherwise, foreign investors may make direct investments in Turkey freely and are treated the same as local investors (Foreign Direct Investment Law No. 4875, art. 3(a)(1), (2)). Setting up a new company or opening a branch counts as a direct investment (art. 2). Net profit, dividends, sale and liquidation proceeds and similar amounts can be transferred abroad freely through banks (art. 3(c)). Sector rules (for example, the fields where a joint stock company needs Ministry permission under TTK art. 333(1)) still apply. _(Law No. 4875 arts. 2, 3; TTK art. 333)_
- **Company establishment process.** For a joint stock company, the founders sign articles in which they unconditionally undertake to pay the whole capital, with signatures certified by a notary or signed before the trade registry director or deputy (TTK art. 335(1)). For a limited company, the contract is in writing and signed before authorised trade registry staff (arts. 575(1), 585(1)). No valuable-paper charge is taken on these papers (arts. 335(1), 575(1)). The cash capital due before registration and the Competition Authority share are paid, and the company is registered at the trade registry of its seat and announced in the Turkish Trade Registry Gazette within 30 days of formation (art. 354(1)). _(TTK arts. 335, 354, 575, 585)_
- **Tax office notice.** 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)_
- **Competition Authority payment.** 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, art. 39(1)(c)). _(Law No. 4054 art. 39)_
- **Trade registry fees (2026).** Registering a capital company's business and trade name costs TRY 35,354.50, and registering each person authorised to represent it TRY 8,598.80 (Fees Law No. 492, tariff (1) part C, 2026 amounts under Fees Law General Communiqué No. 98). The chamber of commerce collects them in advance (Law No. 492, art. 132). _(Law No. 492; Communiqué No. 98)_
- **Branch offices.** A Turkish branch of a business whose seat is abroad is registered like a domestic business, subject to its home country's trade-name rules, and must have a fully authorised commercial representative resident in Turkey (TTK art. 40(4)). The business is registered within 15 days of opening (art. 40(1)). For tax, a foreign company with a place of business or permanent representative in Turkey is a limited taxpayer on the profits made through it (Corporate Tax Law No. 5520, art. 3(2), (3)(a)). _(TTK art. 40; KVK art. 3)_
- **Liaison offices.** 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 compliance after incorporation.** Every merchant keeps commercial books (TTK art. 64(1)). The ordinary general meeting is held within three months after each financial year ends (art. 409(1) for a joint stock company, art. 617(1) for a limited company). Corporate tax is 25% (Law No. 5520, art. 32(1)) with a 10% domestic minimum corporate tax that does not apply in a company's first three accounting periods (art. 32/C(1), (5)). Quarterly provisional tax, VAT and withholding returns follow the dates in [tr-tax-overview](tr-tax-overview.md). _(TTK arts. 64, 409, 617; KVK arts. 32, 32/C)_
- **Annual corporate income tax return.** The law sets the filing period as the 1st to the 25th of the fourth month after the accounting period ends (Law No. 5520, art. 14(3)). The Revenue Administration's current filing calendar shows it due by 23:59 on the last day of that fourth month, with payment in the same period. For a calendar-year company, the 2026 return is due by 30 April 2027. A company with a special accounting period files in the fourth month after its own year-end. _(KVK art. 14; GİB filing calendar)_
- **Minimum capital increase deadline for existing companies.** Joint stock and limited companies whose capital is below the new minimums had to raise it 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)_

## 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 (Official Gazette 25 November 2023, No. 32380), contents entry | https://www.resmigazete.gov.tr/eskiler/2023/11/20231125.htm | 2026-10-31 |
| Doğrudan Yabancı Yatırımlar Kanunu (Foreign Direct Investment Law) No. 4875: arts. 2, 3 | https://www.mevzuat.gov.tr/MevzuatMetin/1.5.4875.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 |
| Harçlar Kanunu (Fees Law) No. 492: 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) | https://www.resmigazete.gov.tr/eskiler/2025/12/20251231M5-28.pdf | 2026-10-31 |
| Kurumlar Vergisi Kanunu (Corporate Tax Law) No. 5520: arts. 3, 14, 32, 32/C | https://www.mevzuat.gov.tr/MevzuatMetin/1.5.5520.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 |
| Beyanname Verme ve Ödeme Süreleri (Revenue Administration filing calendar) | https://cdn.gib.gov.tr/api/gibportal-file/file/getFileResources?objectKey=arsiv%2Fyardim-kaynaklar%2Fyararli-bilgiler%2FBeyannameVermeveOdemeSureleri.pdf | 2026-10-31 |
| MERSIS, Merkezi Sicil Kayıt Sistemi (Ministry of Trade) | https://mersis.ticaret.gov.tr/ | 2026-10-31 |

Not yet confirmed: the documents a foreign individual or company shareholder must file (passport, certificate of activity, shareholder resolution) and their notarisation, apostille or consular legalisation and sworn Turkish translation; the potential tax number for foreign shareholders and board members; whether the trade registry also notifies the Social Security Institution at formation (the old version said so; only the tax office notice in VUK art. 153 was read); whether a branch is a separate legal person and whether any funding or capital rule applies to it (the old version said it is not a separate legal entity, has no shareholders of its own and has no minimum capital); whether a limited company may offer its shares to the public (the old version said it cannot; no provision was read); whether the Ministry will use its second and last one-year extension, to 31 December 2028; the permit procedure and permitted activities of a liaison office (the regulation under Law No. 4875 was not read); how long incorporation takes (the old version said it varies; the law sets only the 30-day registration and announcement period); the date from which Decision No. 7887 applied to new companies (the old version said 1 January 2024).

## 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 `turkey-company-formation-entity-choice-2` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/turkey-company-formation-entity-choice-2. If neither is available, confirm every figure against the official source pages cited above before relying on it.