Foreign-Owned Company Formation in Türkiye (2026): 14 Steps from Registration to First Invoice

Regulatory note: Last checked 11 September 2026. This guide reads the legislation together with the Istanbul Trade Registry’s current document lists. Bank onboarding, timing and additional-document requests depend on institutional KYC and risk policy; a statutory formation requirement and a bank practice are not the same thing.

A company may be registered in Türkiye “in one day” once a complete file reaches the Trade Registry. Registration, however, does not mean that the business is operationally ready. In a foreign-owned file, the articles, foreign documents, capital evidence, tax registration, invoicing route, banking and work permits are separate gates.

This guide provides 14 control steps from first contact to first invoice. Some run in parallel; “14” is a file-control count, not a promised number of weeks.

Separate three concepts first

The 14-step roadmap

1. Define the activity and regulated permissions

Set out the real revenue model, activity description and NACE code on day one. International and domestic investors generally receive equal treatment; sectors governed by special legislation may require a Ministry or regulator approval.

2. Choose JSC or LLC based on governance

In 2026 the minimum capital is TRY 250,000 for a JSC and TRY 50,000 for an LLC. A non-public JSC using the registered-capital system starts at TRY 500,000. The decision should also reflect investment rounds, share transfers, governing bodies, signatory rules and planned financing.

LLC or JSC in Türkiye? addresses the wider governance and tax choice.

3. Build the ownership and representation matrix

List individual and corporate shareholders, percentages, board members or managers, representation rules and signature groups. Appointing a Turkish-ID holder and planning to “limit the authority later” is not a complete governance solution. A JSC must have at least one board member authorised to represent the company without limitation; restricted-authority arrangements may require articles, an internal directive and registration.

4. Select a real, usable legal address

The address is used in MERSIS, notifications and tax-office processes. A virtual-office contract is not a guarantee by itself. Review the lease, independent-unit information, actual-use model and evidence that could be requested during the tax registration or inspection.

5. Obtain foreign documents from the correct authority

An individual shareholder needs passport and tax-identification documents. A foreign corporate shareholder generally needs a current registry or activity certificate, a competent-body incorporation resolution and, where relevant, a representative resolution. Documents issued abroad pass through apostille or Turkish-consulate legalisation, depending on the country, followed by a notarised Turkish translation.

6. Draft the power of attorney by transaction

ITO permits the articles to be signed by proxy; with a valid power of attorney, the shareholders do not need to attend the registry signing. The authority for MERSIS/registry, tax, the formation capital account and banking should be drafted separately. A power of attorney accepted by the Trade Registry does not bind a bank’s KYC decision.

7. Complete tax identification for foreign persons

The MERSIS and bank file records a tax identification number, or where applicable a foreigner identification number, for foreign shareholders and governing-body members. Confirm the application method and documents with the relevant tax office and current digital service.

8. Prepare the articles in MERSIS

The name, registered office, activities, capital, each shareholder’s subscription and representation provisions must agree. For a multi-shareholder company, the bank letter must follow the same shareholder and amount allocation recorded in MERSIS.

9. File the Competition Authority contribution

Four ten-thousandths of the share capital is paid through the relevant channel. The amount may be small, but the evidence is part of the formation file.

10. Validate the JSC capital deposit shareholder by shareholder

Under TCC Article 344, at least one quarter of the nominal value of cash-subscribed shares must be paid before registration. ITO’s JSC formation list requires the bank letter to state:

• the name or title of depositing shareholders,
• the amount deposited by each shareholder,
• the total amount deposited.

A bank receipt alone is not accepted.

Field note — a three-shareholder JSC: Assume A, B and C each subscribe TRY 100,000 cash capital. A total deposit of TRY 75,000 looks arithmetically sufficient. But if the bank letter attributes the full TRY 75,000 only to A, it does not show the quarter-payment attributable to B’s and C’s subscriptions. The registry may reject the file; the letter must be corrected and the banking step repeated. The cleanest file shows each shareholder’s attributable payment separately.

An LLC has no quarter-payment requirement before registration; its cash capital may be paid within 24 months after registration.

11. Reconcile the full registry file

Before the appointment, cross-check the MERSIS request number, articles, foreign documents, power of attorney, signature declarations, bank letter and other annexes line by line. The official investment guide says the core registry process can be completed the same day for a complete file; that statement does not include apostille, translation, bank or tax preparation.

12. Prepare tax-registration and inspection evidence

After registration, complete the tax-office records, commencement information, real-activity address evidence and any inspection step. The form and timing of an inspection may depend on risk assessment. Keep the lease, office-use evidence, business documents and responsible contact ready.

13. Select the first-invoice route

The old guide said the first invoice could be issued only after obtaining a financial seal. That generalisation was incorrect. Under GIB’s 2026 e-Archive explanation, in-scope taxpayers not registered for e-Invoice/e-Archive use the Interactive e-Archive Portal with Digital Tax Office credentials for the relevant transactions.

Answer four questions in the file:

1. Is the company registered or required to register for e-Invoice?
2. Is the customer registered for e-Invoice?
3. Does the transaction fall within the 2026 e-Archive issuance rule?
4. What signature or financial-seal method is required by the selected portal or private integrator?

Registered e-mail and electronic-notification systems serve notice and communication functions; they should not be presented as one universal gateway to the first invoice.

14. Run active banking and work permits as separate projects

Remote or in-person onboarding for an active business account depends on the UBO chain, country, activity, expected transaction profile, source of funds and bank policy. One bank’s requirement is not a company-law rule for the entire market. Obtain a document list and written pre-assessment before fixing travel dates.

Share ownership does not confer a right to work. Under the Ministry criteria effective 3 August 2026, the foreign-partner route contains capital-share and ownership-percentage thresholds and a Turkish-employment condition from the seventh month of the first permit; exemptions and special statuses require file-specific review.

Remote-processing matrix

What a cost proposal should itemise

Instead of compressing changing fees into one rounded estimate, ask for separate lines for:

• registry, chamber and publication charges,
• the Competition Authority contribution,
• notary, apostille and translation,
• registered address or office,
• capital payments and any bank cash conditions,
• e-document and digital-certificate route,
• monthly accounting and tax-filing compliance,
• sector licences and work permits.

Use the company-formation cost calculator as a starting point for a current, itemised estimate.

File-closing checklist

1. Activity and regulatory-permission matrix completed.
2. Company type and ownership structure approved.
3. Apostille/consular and translation chain validated.
4. MERSIS subscriptions reconciled to the bank letter.
5. Each JSC shareholder’s attributable quarter-payment appears in the letter.
6. Tax registration and address evidence prepared.
7. The invoice route selected from e-Invoice/e-Archive status.
8. Bank KYC and work permits placed on separate timelines from registration.

Official sources

• Establishing a business — Investment Office of the Presidency of Türkiye
• JSC formation documents — Istanbul Chamber of Commerce
• LLC formation documents — Istanbul Chamber of Commerce
• Turkish Commercial Code No. 6102 — Legislation Information System
• Foreign Direct Investment Law No. 4875 — Legislation Information System
• 2026 e-Archive Invoice rules — Revenue Administration
• Work Permit Evaluation Criteria — Ministry of Labour and Social Security
• MERSIS — Ministry of Trade