Legal Requirements for Company Formation in Turkey

The TTK is the foundational statute governing all commercial companies in Turkey. It replaced the former Commercial Code and entered into force on 1 July 2012. It defines the two main corporate structures available to investors — the Ltd. Şti. and the A.Ş. — and sets out the rules for their formation, governance, capital, and dissolution.

For the Limited Liability Company (Ltd. Şti.), the key provisions are Articles 573–644: minimum capital of ₺50,000 (Art. 580), between 1 and 50 shareholders (Art. 574), restricted share transfers (Art. 595), and management by one or more müdür (Art. 623). For the Joint Stock Company (A.Ş.), Articles 329–563 apply: minimum capital of ₺250,000 (Art. 332), with at least 25% deposited before registration (Art. 344), unlimited shareholders (Art. 338), and a Board of Directors of at least one member (Art. 359).

The TTK also governs the Trade Registry (Ticaret Sicili), requiring all registrable events to be filed within 15 days (Art. 33) and mandating publication in the Turkish Trade Registry Gazette (TTSG).

DYYK replaced the former Law No. 6224 (1954) and entered into force on 17 June 2003. It is the primary statute governing foreign direct investment in Turkey and establishes the principle of milli muamele — national treatment — under which foreign investors receive the same treatment as Turkish nationals in all commercial matters.

Eligible investors (Art. 2/a) include: foreign natural persons, Turkish citizens permanently resident abroad, foreign legal entities, and international organizations. Investment vehicles (Art. 2/b) include establishing a new Turkish company, acquiring shares in an existing company, or opening a branch.

Key investor protections: Art. 3/a — national treatment and investment freedom; Art. 3/b — expropriation only under due process with fair, timely, and adequate compensation; Art. 3/c — free transfer of profits, dividends, sale proceeds, and capital abroad; Art. 3/d — right to acquire and use immovable property under the Land Registry Law; Art. 3/e — access to international arbitration for investment disputes.

The TBK governs contractual and non-contractual obligations in Turkey, entering into force on 1 July 2012 alongside the TTK. It is the legal basis for all commercial contracts entered into by Turkish companies — including service agreements, lease contracts (relevant for registered office arrangements), employment terms, and shareholder agreements.

While the TTK governs company structure, the TBK governs what companies do — every contract a Turkish company signs is subject to its provisions. Key areas relevant to company incorporation include rules on agency (vekillik), obligations of representatives, and the validity of contractual clauses.