Company Establishment in Turkey

Company establishment in Turkey has become a popular avenue for both foreign and domestic investors, offering numerous benefits such as a young population, favorable currency rates, and decreasing production and labor costs. The dynamic economy, strategic location, and favorable regulatory framework have made Turkey an attractive destination for businesses aiming to expand in the region.

 

Legal Framework

The foundation of company registration in Turkey is governed by the Turkish Commercial Code (Law No. 6102). This key legislation outlines the legal requirements for forming a company, regardless of whether the business is owned by domestic or foreign entrepreneurs. Complementary laws, such as the Turkish Code of Obligations (No. 6098) and Turkish Civil Code (No. 4721), also play a role in specific aspects of company operations.

Under the law, companies in Turkey acquire legal personality upon registration with the Trade Registry, meaning they are recognized as separate legal entities. This legal separation allows companies to enjoy rights and undertake obligations in their own name, and protects investors from personal liability in many cases.

Foreign Investment in Turkey

Foreigners are allowed to establish companies in Turkey with the same rights as Turkish citizens. The Foreign Direct Investment Law (No. 4875), enacted in 2013, eliminated the legal distinctions between foreign and domestic investors, providing equal treatment to both. This legal framework makes it easier for foreign investors to enter the Turkish market and benefit from its growing opportunities.

Recent legislative developments, such as the 2024 FATF Decision on Türkiye, have further improved Turkey’s attractiveness as an investment hub, particularly with the enactment of new laws like the Turkish Crypto Law (No. 7518). This law addresses critical areas such as digital assets, cryptocurrencies, and peer-to-peer platforms, providing clarity and structure for investors interested in emerging technologies.

Company Types and Registration Process

Investors have the option to establish five types of companies in Turkey, as stipulated in the Turkish Commercial Code:

1. Collective Companies

2. Commandite Companies

3. Cooperatives

4. Limited Companies

5. Joint-Stock Companies

The incorporation process can be efficiently completed through MERSİS, the Central Registry System, allowing businesses to finalize registration electronically. One notable advantage in Turkish company law is the ability to establish a single-shareholder joint-stock company or a single-member limited liability company.

To register a company, several steps must be followed:

· Draft and sign the company contract,

· Prepare signature declarations of company officials,

· Pay relevant fees, including the Competition Authority share and capital,

· Submit required documents to the Trade Registry Office.

Taxation and Corporate Governance

In Turkey, companies are generally subject to a 20% corporate income tax, while finance-related businesses like banks face a higher rate of 25%. Investors should stay updated on tax changes, including the 2024 amendments to Turkish tax laws, as they can significantly impact business operations.

Once a company is established, the proper management of corporate governance becomes crucial. The Turkish Commercial Code includes specific provisions on how the board of directors should function, ensuring that businesses operate smoothly and in compliance with national laws. Companies must adhere to these corporate governance rules to maintain their legal standing and avoid potential legal issues.

Investment Opportunities and Methods

In addition to direct company establishment, foreign investors may consider other investment options in Turkey, such as:

· Share Acquisition: Buying shares of an existing company instead of establishing a new one,

· Liaison Offices: Setting up representative offices that handle non-commercial activities,

· Franchising: Turkey’s franchising market is open to foreign entrepreneurs, though it is governed by general contract law rather than specific franchising regulations.

Moreover, the Investment Incentive Regime provides significant benefits for businesses in various sectors, including tax reductions, exemptions, and subsidies, making it an appealing option for entrepreneurs considering long-term investments in Turkey.

Additional Steps and Requirements

Beyond the formal registration process, businesses must fulfill several other requirements to begin operations, including:

· Opening a bank account,

· Obtaining a tax identification number,

· Registering for social security if employees are hired,

· Acquiring relevant licenses and permits based on the industry.

For example, businesses in the health sector are subject to additional licensing requirements, and recent updates to the 2024 Medical Laboratories Regulation have made significant changes in this field.

Liquidation Process

Companies in Turkey may undergo liquidation through either a voluntary or compulsory process. Liquidation involves selling the company’s assets, collecting receivables, and paying off debts. The liquidation procedure is governed by the Enforcement and Bankruptcy Code (No. 2004) and requires careful management to ensure that the legal entity is properly dissolved.

Conclusion

Turkey’s favorable legal environment, strategic location, and recent regulatory developments offer substantial opportunities for investors. Whether establishing a new company, acquiring shares, or exploring franchising opportunities, Turkey’s business-friendly framework provides a solid foundation for growth. By navigating the legal and bureaucratic processes with the help of experienced legal professionals, foreign and domestic entrepreneurs can successfully establish and expand their businesses in Turkey.

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