Limited Company (LTD) in Turkey: Requirements, Capital, and Liability

Limited Company (LTD) in Turkey: Requirements, Capital, and Liability

22.03.2026

Establishing a limited company in Turkey is one of the most common ways for a foreign investor to enter the Turkish market. A Turkish LLC (limited liability company) provides a clear legal structure, limited liability, and flexible ownership rules suitable for both small and mid-sized enterprises.

If you are considering setting up a limited company in Turkey, understanding how it operates will help you plan your investment and comply with the Turkish Commercial Code. In this article, we outline the main legal requirements, capital rules, shareholder obligations, and liability considerations for a Turkish LLC, with practical notes for foreign investors.

Legal Framework and Core Requirements for a Turkish LLC

A limited company (“Limited Şirket” or LTD) in Turkey is governed primarily by the Turkish Commercial Code No. 6102, especially Articles 573–588. It is the most frequently used company type for both local entrepreneurs and foreign investors.

An LTD in Turkey can be formed by one or more shareholders, and these may be individuals or legal entities. There is no legal requirement to have a Turkish partner; full foreign ownership is possible, subject to sector-specific restrictions where applicable. 

The usual steps to form a Turkish LLC include:

• Preparing the Articles of Association (AoA) in line with the Commercial Code.
  
  
  

• Registering the company with the relevant Trade Registry Office (for example, in Fethiye, Antalya, Muğla, or Istanbul).
  
  
  

• Obtaining a tax number for the company and the shareholders.
  
  
  

• Completing signature declarations and other notarial procedures, either in person or via a power of attorney.
  
  
  

• Registering for social security if the company will employ staff.
  
  
  

According to an official guide of the Ministry of Trade, around 82% of companies in Turkey are limited companies, illustrating how widespread the LTD form is. 

Use of Power of Attorney by Foreign Investors

Foreign shareholders often prefer to complete the incorporation through a power of attorney granted to their Turkish lawyer.

A power of attorney issued abroad generally needs to be notarised and apostilled (or legalised, where the Hague Convention does not apply) before it can be used before Turkish notaries and the Trade Registry.

Share Capital, Contribution Rules, and Banking Requirements

The minimum share capital is one of the principal legal elements when establishing a limited company in Turkey.

As of 1 January 2024, the minimum capital for a limited liability company has been increased to 50,000 TRY by Presidential Decree, amending Article 580 of the Turkish Commercial Code. 

Payment of Capital

Under Article 585 of the Turkish Commercial Code, limited companies are established on the basis of capital commitments, and shareholders are not required to pay their cash capital before registration. The same provision also states that the rules governing the payment of share capital in joint stock companies apply by analogy. As a result, Article 344 becomes relevant, which sets a 24-month period for the payment of cash capital after registration. Accordingly, cash capital commitments in a Turkish LLC must also be paid within 24 months, unless a shorter period is specified in the Articles of Association.

In-Kind Capital 

Shareholders may contribute non-cash assets, such as machinery, vehicles, or intellectual property rights, as in-kind capital. Under the Turkish Commercial Code, these assets must be valued by court-appointed experts, and the valuation report must accompany the incorporation documents. The assets being contributed are described clearly in the Articles of Association to ensure legal certainty and proper registration.

Shareholding Structure and Transfers

Limited company shares are divided into principal capital shares. Under Turkish law, the nominal value of each principal capital share must be at least 25 TRY and in multiples of 25, as set out in Article 583 of the Commercial Code. A Turkish LLC cannot issue bearer shares and cannot be listed on a stock exchange, as its shares are always held in registered (nama yazılı) form.

The transfer of shares requires a notarised share transfer agreement, approval by the general assembly, and registration at the Trade Registry. This three-step process ensures that ownership records remain accurate and transparent.

Local banks in regions such as Fethiye, Antalya and Muğla typically request passport copies, Turkish tax numbers and address documentation when opening a corporate bank account for a foreign-owned LLC. The precise documentation may differ between banks, so confirming requirements in advance is advisable.

Management, Governance and Liability in a Turkish LLC

A Turkish LLC is managed by one or more managers, who may be shareholders or external individuals. Under Article 623 of the Commercial Code, at least one manager must hold full representation authority, and this authority must be registered with the Trade Registry. The management structure is set out in the Articles of Association and determines how the company is represented in commercial and legal matters.

Responsibilities of Managers

Managers are responsible for representing the company, maintaining statutory books, ensuring compliance with tax and accounting rules, and submitting regular tax and social security declarations. They are also required to convene the general assembly when necessary under the Commercial Code or the Articles of Association. Under Turkish tax and enforcement legislation, managers may be held personally liable for certain public debts—such as specific tax or social security liabilities—if the company fails to meet its obligations and statutory conditions are met.

Liability of Shareholders

Shareholders benefit from limited liability. Under Turkish law, they are generally responsible only for the capital they have undertaken to contribute. If any portion of this subscribed capital remains unpaid, they may be required to complete the payment when called. In limited circumstances, shareholders may also face liability for certain public debts or for misuse of shareholder rights, in line with the relevant tax and enforcement provisions. This structure offers foreign investors a clear and predictable framework while defining the distinct responsibilities of managers and shareholders.

Bookkeeping and Reporting

A limited company must maintain statutory accounting records in accordance with Turkish accounting and tax standards. The company submits annual corporate tax returns and regular VAT, withholding and social security declarations where applicable. Annual accounts must be prepared and approved by the general assembly. In practice, most Turkish LLCs engage a licensed accountant or chartered financial adviser (SMMM) to ensure ongoing compliance with tax and reporting obligations.

Procedure and Practical Issues for Foreign Investors in Turkey 

Foreign nationals may establish a Turkish LLC without holding a residence permit, provided that the incorporation is properly documented and registered. In most cities, including Muğla, Fethiye, Antalya, and Istanbul, the procedure follows a similar sequence.

The process begins with obtaining Turkish tax numbers for each shareholder and manager, followed by preparing the Articles of Association through the MERSİS online system. Incorporation documents and signatures are then notarised, either in person or under a duly legalised power of attorney. Once the documentation is complete, the application is submitted to the Trade Registry together with evidence of the company’s registered address.

After registration, the company completes tax office procedures and, where applicable, social security registration. The corporate bank account is opened once the Trade Registry issues the registration documents, allowing the shareholders to plan the schedule for capital payments. When the documents are in order, an LLC can typically be registered within a few working days, although timing may vary depending on the registry office.

Business Operations After Registration

Once the company is incorporated, a Turkish LLC may carry out commercial activities in its own name, issue invoices, and enter into contracts with domestic or international counterparties. The company may also hire employees and complete their registration with the Social Security Institution, provided that payroll and employment procedures comply with Turkish labour and tax regulations.

A Turkish LLC may acquire property or vehicles as part of its business operations, subject to zoning rules and any sector-specific licensing requirements. After incorporation, the company may operate throughout Turkey and engage in tourism, consultancy, trading or service activities, including in regional centres such as Fethiye, Antalya, Muğla and Istanbul, provided that these activities fall within its stated scope in the Articles of Association.

For related topics, you may wish to review our guides on Company Formation in Turkey and Property Purchase and Investment in Turkey.

Shareholding, Residence and Work Status of Foreigners

Owning shares in a Turkish LLC does not grant a right to reside or work in Turkey. Shareholding alone is not considered a basis for obtaining a residence permit, and foreign nationals who wish to live in Turkey must apply under one of the residence categories regulated by the Migration Directorate.

Foreign shareholders who intend to take an active managerial role in the company generally require a work permit or a suitable residence category that authorises business activity. The appropriate route depends on the structure of the investment, the shareholder’s role in the company and the supporting corporate documentation.

Larger-scale investors may qualify for specific residence or long-term permit categories if they meet the statutory investment thresholds and other conditions set by Turkish immigration law. Because residence and work authorisations are subject to regulatory changes and are assessed individually, shareholders should obtain tailored legal advice when planning to live or work in Turkey through their LLC.

FAQ

1. How long does it take to establish a limited company in Turkey?

When the documentation is complete, a Turkish LLC can typically be registered within a few working days. The exact timing depends on the workload of the local Trade Registry and whether the incorporation is completed in person or through a power of attorney. 

2. Can a foreigner be the sole shareholder and manager of a Turkish LLC?
Yes. Turkish law allows a foreign national or foreign company to own 100% of the shares in an LLC. A foreigner may also act as the company’s manager, provided the individual is formally appointed and registered with the Trade Registry.

3. What documents are required from foreign shareholders during incorporation?
Foreign shareholders generally need a valid passport, a Turkish tax number, and proof of address. If the incorporation is carried out through a power of attorney, the POA must be notarised and apostilled (or otherwise legalised) before being used in Turkey. Additional documentation may be requested depending on the bank or registry office.

Summary

A limited company in Turkey offers foreign investors a stable and widely used corporate structure governed by the Turkish Commercial Code. A Turkish LLC provides limited liability, a clear incorporation process and defined rules on capital, management and governance. This makes it a practical option for individuals and companies planning long-term commercial activities in Turkey.

Based in Fethiye and active in Antalya, Muğla, Istanbul and other commercial centres across Turkey, we assist foreign investors with structuring their shareholdings, preparing the Articles of Association and completing Trade Registry procedures for limited companies.

For professional legal assistance with your Turkish LLC formation or broader investment plans in Fethiye, Antalya, or anywhere in Turkey, contact Gokalp Legal.

This article provides general information and does not constitute legal advice.