Decision matrix

Which structure fits you?

Compare five formation paths side by side — setup time, capital, cost, advantages and cautions. The right structure at incorporation prevents costly restructuring later.

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Quick start

Sole Proprietorship

Freelancer, self-employed, side income

Setup
Depends on file and tax inspection
Min. capital
No capital required
Est. cost
Scope-based quote

For whom

Software developers, freelancers, consultants, side-income earners

Advantages

  • Fastest setup
  • Minimum cost, easy closure
  • Low accounting overhead
  • Young entrepreneur income exemption may be reviewed if all conditions are met

Watch out

  • Unlimited personal liability
  • Weak corporate image
  • No partnership structure
  • Not suitable for funding
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Most popular

Limited Company

SME, trade, software, e-commerce

Setup
Depends on documents and Registry
Min. capital
Min. 50,000 TRY
Est. cost
Scope-based quote

For whom

SME founders, trade and software companies, e-commerce operators

Advantages

  • Limited-liability structure for private debts
  • Prestigious corporate structure
  • May be formed with 1–50 shareholders
  • Eligible for technopark and R&D incentives
  • Qualifying software/design service earnings — 100% deduction under CIT Art. 10/1-ğ for 2026 periods

Watch out

  • Share transfers require a written, notarised transaction
  • Shareholder and legal-representative exposure for public debts needs separate review
  • No IPO path
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Investment-grade

Joint-Stock Company (A.Ş.)

Startup, funding round, exit plan

Setup
Depends on documents, bank and Registry
Min. capital
Min. 250,000 TRY
Est. cost
Scope-based quote

For whom

Startups seeking funding, growth-oriented ventures, IPO-bound founders

Advantages

  • ITA repeated Art. 80 may be reviewed for an individual shareholder when certificate and holding conditions are met
  • ESOP plans available (ITA Art. 17)
  • Share transfers follow different form and registration rules from a Ltd.
  • IPO path (Borsa Istanbul)
  • Investor-friendly structure (VC, angel, corporate)
  • Broader contractual toolkit for funding and governance

Watch out

  • An ordinary general meeting is held for each financial period
  • Board of directors mandatory
  • At least 25% of cash commitments is paid before registration
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Foreign investor

Foreign Branch

Foreign HQ retained, Turkey operation

Setup
Depends on document authentication and Registry
Min. capital
Amount allocated by head office
Est. cost
Scope-based quote

For whom

Foreign companies operating in Turkey while keeping parent legal personality

Advantages

  • Parent legal personality retained
  • No share transfer (branch, not shareholder)
  • Permission to conduct commercial activity in Turkey
  • Tax-treaty treatment is reviewed for the specific structure

Watch out

  • Long apostille + translation process
  • Turkish earnings consolidated into parent
  • Parent bears Turkey liability
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Representation

Liaison Office

Foreign company's Turkey representation

Setup
Depends on permit review
Min. capital
No capital required
Est. cost
Scope-based quote

For whom

Foreign companies researching the Turkish market without commercial activity

Advantages

  • No commercial activity required
  • Expenses are funded in foreign currency from abroad; exemptions require a condition-by-condition review
  • Low operational cost
  • Sufficient for market research + customer relations

Watch out

  • No commercial activity (no sales, no invoicing)
  • Initial permit is up to 3 years; extension depends on activity and performance
  • Scope narrowly interpreted — strict audit
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Tax incentives and exemptions

Which incentives might apply to you?

Turkey offers significant tax incentives for entrepreneurs, software exporters, R&D-intensive firms and foreign investors. Structure choice at incorporation determines which exemptions you can claim.

Young Entrepreneur Income Exemption

Legal basis: ITA repeated Art. 20

Scope
Individual traders under age 29, first-time taxpayers
Benefit
If age, first-registration and commencement conditions are met, an indexed annual exemption applies for three tax periods
Best fit
Sole proprietorship — freelancers, consultants, side-income developers

Software/Design Export Service Exemption

Legal basis: CIT Art. 10/1-ğ

Scope
Software, design, engineering, architecture, call center, product testing services provided abroad by Turkish resident company
Benefit
Decision No. 11257 permits a 100% deduction of qualifying earnings for 2026 periods; minimum corporate tax is computed separately
Best fit
Limited / A.Ş. — export-oriented software, gaming, SaaS companies

Technopark Earnings Exemption

Legal basis: Law No. 4691 provisional Art. 2

Scope
R&D, design, software activity earnings within technopark zone
Benefit
Income or corporate-tax exemption for qualifying zone earnings through 31/12/2028, subject to activity and profit attribution
Best fit
Limited / A.Ş. — companies accepted into a technopark

Technopark Personnel Withholding Incentive

Legal basis: Law No. 4691 provisional Art. 2

Scope
R&D, design, software personnel working in technopark
Benefit
Withholding and employer social-security support is calculated by role, qualifying time and on/off-zone work conditions
Best fit
All companies inside a technopark

R&D and Design Activity Incentive

Legal basis: Law No. 5746

Scope
Qualifying activities under R&D/design center status or an eligible supported project
Benefit
R&D deduction, withholding, stamp-tax and social-security support may apply to eligible spend and personnel
Best fit
Companies building an R&D or design organisation

Registered Share Certificate Capital Gains Exemption

Legal basis: ITA repeated Art. 80/1

Scope
An individual holds a duly issued and delivered A.Ş. share certificate for more than two years
Benefit
The gain may fall outside taxable capital gains when the conditions and evidence are met; this is not an automatic zero-tax promise
Best fit
A.Ş. — startup founders, pre-funding structuring

ESOP — Employee Share Options

Legal basis: ITA Art. 17

Scope
Employee share option programs in A.Ş.
Benefit
Partial tax advantage under certain conditions; critical instrument for employee retention
Best fit
A.Ş. — growing startups competing for talent

Qualified Service Center (QSC) Deduction

Legal basis: Law No. 7582

Scope
Turkish companies serving related active businesses in at least three countries and meeting the foreign-revenue condition
Benefit
A deduction may apply to qualifying foreign earnings for the statutory rate and period when country, revenue, service and zone tests are met
Best fit
International groups establishing a regional service center in Türkiye

KOSGEB Supports

Legal basis: KOSGEB Regulation — Entrepreneur Support, SME Development Programs

Scope
SMEs and new entrepreneurs
Benefit
Business Development Center support, machinery-equipment grants, training/consulting support, rental support
Best fit
Sole / Limited / A.Ş. — all SME-status companies

Commitment timeline

From decision to operations — eight controlled stages

Every milestone, document and institution is visible. Registry processing and bank KYC have separate timelines; the plan shows dependencies without promising a date that a third party controls.

Stage 1

Structure decision + name check

Activity, funding plans, governance, founder exposure and capital-payment timing are assessed together. The entity type and three name alternatives are agreed.

Document
Structure comparison + decision note
Institution
CPA + client
Output
Structure decision + capital plan + name list

Scope

The A.Ş.–Ltd. decision combines funding plans, share transfers, governance, public-debt exposure and capital-payment timing. Branches, liaison offices, free-zone entities and Qualified Service Centers follow separate eligibility and permission tracks. We coordinate the registry dossier, capital evidence and post-registration tax/accounting plan as one controlled workflow.

  • Limited Company: minimum TRY 50,000 capital; all cash capital may be paid within 24 months after registration
  • Joint-Stock Company: minimum TRY 250,000 capital; at least 25% of cash commitments before registration and the balance within 24 months
  • A non-public A.Ş. using the registered-capital system starts with at least TRY 500,000
  • 31 December 2026 compliance check for pre-2024 companies still below the new minimum capital
  • Reconciliation of founders, ownership ratios and capital commitments across the articles and bank letter
  • Tax number, MERSİS and country-specific apostille or consular authentication and translation plan for foreign founders
  • MERSİS application, articles, chamber and Trade Registry dossier tracking
  • Bank letter and Competition Authority payment checks for an A.Ş. formation
  • Post-registration Tax Office, bank KYC, e-signature and mandatory e-document calendar
  • Coordination with legal counsel for legal agreements; CPA input on tax and financial clauses
  • Separate eligibility and permission review for branches, liaison offices, free zones and Qualified Service Centers

Process

  1. 01

    Structure and exposure decision

    A.Ş.–Ltd. comparison across funding, transfers, governance, public debt and capital timing.

  2. 02

    Documents and capital control

    Founders, ownership, foreign-document authentication, articles and bank-letter reconciliation.

  3. 03

    MERSİS and registration

    MERSİS filing, signature formalities, Trade Registry dossier and application tracking.

  4. 04

    Post-registration setup

    Tax Office, bank KYC, accounting handover, e-signature and mandatory e-document calendar.

Deliverables

  • A.Ş.–Ltd. structure comparison with assumptions and risks
  • Founder, ownership, capital commitment and bank-letter control sheet
  • MERSİS and Trade Registry dossier list with application tracker
  • 30-day post-registration tax, banking and e-document calendar

Pricing model

Fixed project quote based on entity type, founder count and foreign-document scope. Registry/chamber, notary, translation, banking and independent legal-service costs are itemised before engagement.

Typical timeline

A complete Trade Registry filing may be processed quickly; end-to-end timing depends on foreign-document authentication, tax-number steps, appointments and the bank's KYC review. Bank-account opening is not guaranteed within the registration timeline.

Frequently asked

Can I incorporate without coming to Turkey?

Many steps can be handled by a representative with correctly executed powers and founder documents. Depending on the country and issuing authority, apostille or consular authentication plus a notarised Turkish translation may be required; a document executed before a Turkish consulate is not assumed to need a second apostille. Bank KYC is a separate process.

A.Ş. or Ltd. — which one should I pick?

There is no automatic answer. Funding and transfer plans, governance, exposure for public debts, capital-payment timing and a possible exit must be assessed together. A future funding round alone does not make an A.Ş. the only correct choice.

Can one founder fund all capital in a three-founder A.Ş.?

For registration, the total alone is not enough: the bank letter must reconcile with the articles. The Istanbul Chamber of Commerce requires it to show the name/title of each depositing founder, each amount and the total. A letter showing one founder funding everything without a clear allocation to the others' commitments may be returned. Reconcile every founder's commitment and paid amount before the bank issues the letter, and document any separate payment or loan relationship.

Who is affected by the capital thresholds and 31 December 2026 deadline?

New formations use minimum capital of TRY 50,000 for a Ltd. and TRY 250,000 for an A.Ş.; a non-public A.Ş. in the registered-capital system has a TRY 500,000 threshold. Companies formed before 1 January 2024 and still below the applicable threshold must align by 31 December 2026, subject to a company-specific check.

Is the bank account ready when registration is completed?

No. Registration gives the company legal personality; account opening remains subject to the bank's customer-acceptance, beneficial-ownership and KYC/AML review. Foreign-owned structures need a separate banking timeline, with no guaranteed completion day.

Does a free-zone or Qualified Service Center structure provide an automatic exemption?

No. Free-zone corporate-tax treatment depends on the activity and statutory conditions; there is no blanket 100% exemption for every entity. The Qualified Service Center regime also has country, related-party service and foreign-revenue conditions. A liaison office cannot conduct commercial activity. Each route requires a separate eligibility review.

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