The Gap Between Signing and Existing
Most foreign founders assume their Turkish company exists, in some meaningful legal sense, from the moment the articles of association are signed and notarised. It is a natural assumption — that document lays out the company's name, capital, shareholders, and management, and it feels like the defining act of creation.
Under the Turkish Commercial Code, it is not. A company acquires separate legal personality only upon registration with the Trade Registry (TTK No. 6102). Between notarisation and registration — a gap that typically runs several business days, sometimes longer — the company legally does not exist as an entity capable of holding rights or obligations. Turkish legal doctrine has a specific term for the company during this window: ön şirket, the "pre-company."
This is not a technicality. TTK Art. 355 states plainly: anyone who acts or enters into commitments in the company's name before registration is personally and jointly liable for those commitments. Not the company — which does not yet exist to be liable for anything — but the individual human beings who signed.
"Acting in the company's name" covers anything done under the company's banner during the pre-registration window — signing a lease for the future office, placing a purchase order with a supplier, hiring the first employee, opening preliminary arrangements with a bank. If it was done in the company's name before the registration certificate was issued, TTK Art. 355 applies.
What Actually Triggers Personal Liability
The trigger is simple in principle and easy to miss in practice: registration timing. Founders eager to start operating — because they have a lease deadline, a supplier waiting, or a hire ready to start — often begin acting in the company's name as soon as the articles are signed, treating the remaining registration step as a formality that will resolve itself. Legally, nothing resolves itself. Every commitment made during that window sits with the individual founder(s) personally and jointly, exactly as if they had signed in their own name rather than the company's, until one of two things happens: registration completes and the specific conditions below are met, or it does not, in which case personal liability simply continues.
The One Clause That Can Protect You
TTK Art. 355 does provide a way out — but it depends on something most founders never think to do at the moment they sign a pre-registration agreement.
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The commitment must explicitly state it is being made on behalf of the company being formed
Not implied, not assumed from context — the agreement itself needs to say the signer is acting for the company that is in the process of being incorporated. A lease or supplier contract signed using only the intended company name, without this specific declaration, does not qualify for the protection below at all, regardless of what happens after registration.
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The company must accept (ratify) the commitment within three months of registration
Once the company is registered and has legal personality, it has a three-month window to formally accept the pre-registration commitments made on its behalf. If it does, liability shifts to the company retroactively and the founders who signed are released.
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If the three-month window passes without acceptance, personal liability continues
There is no automatic transfer of liability simply because the company now exists. Without an affirmative acceptance within the three-month period, the individuals who signed remain personally and jointly liable for the commitment indefinitely.
If you must act in your future company's name before registration completes, make sure every agreement explicitly states it is being signed on behalf of the company being formed — and put a reminder in your own calendar to have the company formally ratify each one within three months of registration. Skipping either step leaves the personal liability in place with no remedy.
A Separate Liability: The Capital Valuation Gap
TTK also creates a second, distinct liability for founders during incorporation — separate from anything done "in the company's name." Where capital is contributed in kind rather than cash (property, equipment, intellectual property, or other non-cash assets), founders are personally liable to the company itself for any gap between the capital's declared nominal value and its actual value at the time of contribution.
This connects directly to the valuation mechanics covered in our guides on contributing real estate as capital and using cryptocurrency as capital — both processes rely on a court-appointed expert valuation precisely because an inflated or inaccurate valuation does not just create an administrative problem, it creates personal financial exposure for the founders who put their names to it.
How to Operate Safely During the Gap
The registration gap is unavoidable — every Turkish company passes through it. What is avoidable is entering it without a plan.
Add the "Company Being Formed" Declaration
Any agreement you need to sign before registration completes should explicitly state you are acting on behalf of the company currently being incorporated. This single sentence is what preserves your ability to transfer the liability later — without it, ratification is not available at all.
Make Agreements Conditional on Registration
For non-urgent commitments, a contract that takes effect only once the company is registered avoids the personal liability question entirely — at the cost of some flexibility on timing.
Formally Ratify Every Pre-Registration Commitment
Do not assume this happens automatically. Each qualifying commitment needs the company's affirmative acceptance within three months of registration — track this the same way you would track any other compliance deadline.
Treat the Court Valuation as Final, Not Advisory
Because founders are personally liable for any shortfall between declared and actual capital value, do not use an optimistic internal estimate anywhere in the incorporation paperwork — rely on the appointed expert's figure.
SetupTurkiye helps foreign founders sequence incorporation so that time-sensitive commitments — leases, hires, supplier agreements — are structured to protect personal liability from day one, not fixed after the fact. Get in touch →
Summary
- A Turkish company has no legal personality until it is registered with the Trade Registry — not from the date the articles of association are signed and notarised.
- Anyone acting in the company's name during this "pre-company" (ön şirket) window is personally and jointly liable for those commitments (TTK Art. 355).
- To qualify for release from that liability, the commitment must explicitly state it was made on behalf of the company being formed, and the company must formally ratify it within three months of registration.
- Missing either condition leaves personal liability in place indefinitely — there is no automatic transfer once the company exists.
- A separate liability applies to founders contributing in-kind capital: they are personally liable to the company for any gap between declared and actual asset value.