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
- 01
Structure call
A.Ş. vs Ltd. matrix — funding, exit, retention.
- 02
Documents + apostille
Apostille + sworn translation; 3-4 weeks.
- 03
Registration
Tax number → MERSİS → Trade Registry → Gazette.
- 04
Operational launch
Bank, e-signature, e-invoice — 2 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?
For A.Ş. companies, holders of registered share certificates qualify for the capital gains exemption under Income Tax Act repeated Art. 80/1 after a 2-year holding period. Share certificates MUST be issued at incorporation or immediately after — late issuance forfeits the exemption.