Limited Company (Ltd. Şti.) Formation

An SME structure for 1–50 shareholders — minimum TRY 50,000 capital with up to 24 months to pay cash capital after registration.

Key facts

Setup time
Depends on the file and Registry schedule
Min. capital
TRY 50,000; cash may be paid within 24 months
Est. cost
Quote based on founders and documents
Liability
Limited for private debts; public debts reviewed separately
Tax base
Corporate Tax (25%)
Shareholders
1-50

Overview

A Limited Company (Ltd. Şti.) is a common capital-company structure for SMEs in Türkiye. It may have one to fifty shareholders and minimum capital of TRY 50,000. There is no pre-registration 25% cash-capital block; cash capital may be paid within 24 months after registration under the payment schedule in the articles.

It provides a limited-liability structure for private-law debts, while shareholder and legal-representative exposure for tax and other public debts needs a separate review. It may suit e-commerce, trade, software, consulting and manufacturing businesses. Service-export, technopark or R&D benefits do not arise automatically from the entity type; the activity and statutory conditions must be tested.

A Ltd. share transfer requires a written, notarised transaction, with corporate and registry steps planned for the specific structure. A future funding round alone does not make an A.Ş. mandatory. Investor rights, governance, transfer mechanics and exit plans should be compared together.

Suitable for

  • SME founders (growth-oriented)
  • E-commerce operators
  • Software/SaaS companies (especially exporters)
  • Manufacturing, trade, import-export firms
  • Family businesses

NOT suitable for

  • Ventures that require share-certificate or public-offering infrastructure from the outset
  • IPO-bound companies — A.Ş. required
  • Employee equity plans that specifically require A.Ş. instruments
  • Large participation structures (50+ partners)

Advantages

  • Limited-liability structure for private debts
  • Flexible partnership (1-50 partners)
  • Prestigious corporate image
  • CIT Art. 10/1-ğ review for qualifying service-export earnings
  • Eligible for technopark and R&D incentives
  • Eligible for KOSGEB support
  • Easier access to financing (bank loans, government support)

Watch out

  • A participation certificate does not have the legal and tax effect of an A.Ş. share certificate
  • Share transfer requires a written, notarised transaction
  • Min. 50,000 TRY capital commitment
  • No IPO path
  • Shareholder and legal-representative exposure for public debts needs separate review

Process

  1. 01

    Structure decision

    Shareholder count, public-debt exposure, capital, activity and name.

  2. 02

    Articles of association

    MERSİS articles; coordination with legal counsel for private-law agreements where needed.

  3. 03

    MERSİS

    Online MERSİS application, name check, capital commitment.

  4. 04

    Trade Registry

    Signature, chamber, registration and publication steps under the relevant Registry schedule.

  5. 05

    Tax Office

    Tax opening and activity-based e-signature/e-document calendar.

  6. 06

    Bank

    Separate KYC/AML file for a corporate account and the cash-capital payment plan.

Deliverables

  • Articles of Association (notarised, Trade Registry filed)
  • Trade Registry Gazette publication
  • Tax number + tax certificate
  • Signature circular
  • E-signature + e-invoice activation
  • Bank account opening support
  • 30-day operational checklist

Required documents

  • Partner ID copies
  • Residence documents
  • Signature declaration
  • Address information
  • Activity code (NACE) selection
  • Capital amount and partner shares

Cost

Fixed project quote based on shareholder and document scope; registry/chamber, notary, translation and third-party costs are itemised separately.

Timeline

A complete file may be processed quickly; total timing depends on signatures, appointments, Registry review and the separate bank KYC schedule.

Tax benefits and exemptions

Software/Design Export Service Earnings Deduction

CIT Art. 10/1-ğ

The deduction may be reviewed when the listed service, foreign customer, use-abroad and earnings-transfer conditions are met under the current rules.

Technopark Earnings Exemption (if applicable)

Law No. 4691 provisional Art. 2

Zone admission alone is insufficient; the income or corporate-tax exemption is reviewed through qualifying activity and profit attribution.

KOSGEB Supports

KOSGEB Regulation

For SME-status Ltd. companies — machinery-equipment grants, training/consulting support, rental support.

Legal references

  • Turkish Commercial Code (TCC) No. 6102
  • Corporate Income Tax Act (CIT) No. 5520
  • CIT Art. 10/1-ğ — foreign-service earnings deduction
  • Tax Procedure Law

Frequently asked

Limited or Joint-Stock — which?

There is no automatic answer. Funding and transfer plans, governance, shareholder exposure for public debts, capital-payment timing and a possible exit are assessed together.

How to convert Ltd. to A.Ş.?

A conversion may be planned under TCC Art. 180 et seq. Required financial statements, reports, resolutions and Registry documents depend on the company; time and cost are not fixed before file review.

Can a Ltd. be formed with a foreign partner?

Yes. A foreign individual or legal entity may be a shareholder. Apostille or consular authentication plus a notarised Turkish translation is selected by country and issuing authority; apostille is not assumed mandatory for every file.