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Foreign-Capital Company Formation

A.Ş. or Ltd. formation in Turkey with foreign individual or corporate shareholders — end-to-end.

Scope

Under Law No. 4875 on Foreign Direct Investment, the foreign investor establishes an independent Turkish legal entity. Apostilled POA, foreign shareholder's tax number and the bank AML interview are included. The process can be run without travel; A.Ş. vs Ltd. is chosen based on funding-round likelihood, exit and retention instruments.

  • Structure call — A.Ş. vs Ltd. (capital, exit, share options)
  • Foreign shareholder workflow: passport, apostille, POA issued at the Turkish consulate
  • Foreign corporate shareholder: parent activity certificate + balance sheet (apostilled + sworn translation)
  • Turkish tax number for the foreign shareholder
  • A.Ş. min. TRY 250,000 / Ltd. min. TRY 50,000 capital
  • MERSİS filing + articles of association registration
  • Trade Registry filing + Trade Registry Gazette publication
  • Bank account opening — AML interview is mandatory for foreign capital
  • e-Signature, e-Invoice, e-Ledger activation
  • Pre-funding share certificate issuance (A.Ş.) — critical for Income Tax Act repeated Art. 80 exemption
  • Shareholders' agreement draft — drag-along, tag-along, ROFR, anti-dilution

Process

  1. 01

    Structure call

    A.Ş. vs Ltd. matrix — funding, exit, retention.

  2. 02

    Documents + apostille

    Apostille + sworn translation; 3-4 weeks.

  3. 03

    Registration

    Tax number → MERSİS → Trade Registry → Gazette.

  4. 04

    Operational launch

    Bank, e-signature, e-invoice — 2 weeks.

Deliverables

  • Structure decision report
  • Registration document set
  • Articles + (on request) shareholders' agreement draft
  • Pre-funding share certificate checklist (A.Ş.)
  • 30-day operational checklist

Pricing model

Fixed package — includes apostille, sworn translation and AML preparation on top of the domestic baseline. Government fees billed at cost.

Typical timeline

3-4 weeks documentation + apostille + 2 weeks registration + 2 weeks operational. Total 7-8 weeks.

Frequently asked

Can I incorporate without coming to Turkey?

Yes. With a notarised + apostilled power of attorney issued at the Turkish consulate in your country, your representative runs the full process. The Turkish tax number can be obtained through the consulate or by direct filing.

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

Three dimensions: (1) funding-round likelihood, (2) employee share options (GVK Art. 17 — A.Ş. only), (3) exit / sale position. With a funding plan on the table, A.Ş. is the dominant choice; the capital threshold (TRY 250k) is symbolic.

Can capital gains tax be zeroed on exit?

Income Tax Act repeated Art. 80 can exclude gains on shares in a Turkish-resident company when the share certificate has been held for more than two years. Issuance, delivery and acquisition date must be evidenced; late issuance can affect the start and proof of the holding-period analysis.

Related guides and tools

Company-structure quiz for foreign founders An initial A.Ş.–Ltd. direction based on funding, ownership, hiring and exit plans. Türkiye company-formation cost calculator Indicative incorporation and first-year cost ranges for foreign founders.

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