What Must Be Included

Mandatory clauses under Turkish Commercial Code.

The Turkish Commercial Code (TTK, Law No. 6102) prescribes specific minimum content under Art. 576 (Ltd. Şti.) and Art. 339 (A.Ş.). Our drafts exceed the minimum — tailoring each clause to your specific business.

For a Limited Liability Company (Ltd. Şti.) — TTK Art. 576

§1
Company Name & TypeThe full registered name including "Limited Şirketi" or "Ltd. Şti." designation. Must be distinct from existing registered names (TTK Art. 46).
§2
Registered AddressThe full address of the company's principal place of business (merkez) in Turkey. Changes require Trade Registry update within 15 days (TTK Art. 33).
§3
Purpose & Scope (Amaç ve Konu)A description of the company's authorized business activities — drafted broadly enough to accommodate growth while remaining sufficiently specific for Trade Registry approval.
§4
Share Capital (Esas Sermaye)Total capital amount (minimum ₺50,000 per TTK Art. 580), number of shares, nominal value per share (minimum ₺25 per TTK Art. 583), and founding shareholders with their shareholdings.
§5
Management & RepresentationRules governing manager (müdür) appointment, removal, scope of authority, and signing authority under TTK Art. 623–630.
§6
General Assembly RulesProcedures for calling and conducting meetings, quorum requirements (TTK Art. 617), and voting thresholds for ordinary and special resolutions.
§7
DurationWhether the company is established for a fixed or indefinite period (indefinite is standard). Fixed-term companies require Articles amendment to extend.

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Foreign investor note: Under DYYK (Law No. 4875) Art. 3/a, foreign nationals have the same rights as Turkish citizens to establish a Ltd. Şti. There are no mandatory Turkish-citizen shareholder or residency requirements in the Articles. For foreign corporate shareholders, the Articles must correctly reflect the foreign entity's legal name as it appears on its apostilled corporate documents (faaliyet belgesi / sicil özeti).

Incorporation sub-services

Articles of Association You are here Trade Registry Registration Step 2 → Bank Account Opening Step 3 →

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Optional but recommended clauses include tag-along and drag-along rights, pre-emption rights on share transfers (TTK Art. 595 governs default rules), non-compete obligations for managers, and specific profit distribution rules. We advise on what's appropriate for your ownership structure.

Our Drafting Process

From brief to notarized document.

We prepare a complete, notarization-ready articles of association — typically within 1–2 business days of receiving your instructions.

Initial Consultation & Business Mapping

We gather information about your intended activities, shareholder structure, capital amount, and management arrangements to tailor the draft precisely.

Shareholder detailsBusiness activity scopeManagement structure

Turkish Draft Preparation

We prepare the primary Turkish-language articles conforming to the Turkish Commercial Code and the specific requirements of the local Trade Registry Office.

TCC compliantTrade Registry approved format~ 1 business day

Certified English Translation

A certified parallel English translation is prepared — essential for foreign shareholders who need to review and approve the document before signing.

Certified translationSide-by-side format

Client Review & Revisions

You review both language versions. We incorporate any amendments and confirm the final text before proceeding to notarization.

Unlimited revisionsSign-off confirmation

Notarization

The articles are executed before a Turkish notary public. Under TTK Art. 575, a Ltd. Şti. is formed by registration at the Trade Registry — notarization is required in practice and for all foreign-investor formations. If shareholders cannot attend in person, we proceed via a notarized and apostilled power of attorney (vekaletname). Foreign corporate shareholders must provide apostilled corporate authorizations. The notarized articles are then ready for Trade Registry filing.

Notary execution (TTK Art. 575)Apostilled PoA for foreign investorsReady for Trade Registry

Filing & 15-Day Deadline

The signed, notarized Articles must be submitted to the Trade Registry Office within 15 days of notarization (TTK Art. 33). Filing is done electronically via the MERSİS system (Merkezi Sicil Kayıt Sistemi). Missing this deadline requires re-notarization. We track and manage all deadlines on your behalf.

15-day filing deadline (TTK Art. 33)MERSİS electronic submissionGazette publication follows

Preparing Articles of Association