Foreign-Owned A.Ş./Ltd. Formation & Compliance

Structure, shareholder-document, capital, registry, banking and recurring-compliance work for a Turkish company with foreign shareholders.

Scope

Subject to sector-specific permits and restrictions, foreign investors may use the same Turkish company forms as domestic investors. The A.Ş.–Ltd. decision covers separate legal personality, funding, governance, transfers, employee equity, profit distribution and exit. Company registration, pre-registration capital funding and the operating bank account are separate processes, each with its own identity and beneficial-ownership review.

A.Ş.–Ltd. matrix covering capital, governance, transfers, investor entry, employee equity, liability, tax and exit
Foreign-ownership limits, Ministry/agency permission, licences and special capital requirements for the activity
Passport, tax number, address, representation and signature documents for foreign individual shareholders/signatories
Current registry extract, constitutional documents, investment resolution, authorised persons and beneficial-owner chain for a foreign corporate shareholder
Apostille or consular certification, notarised Turkish translation and power-of-attorney scope controls
Potential tax number, articles, share/capital split and representation structure through MERSİS
2026 general minimum-capital check: TRY 250,000 for fixed-capital A.Ş. and TRY 50,000 for Ltd.; special-sector thresholds separate
Deposit of at least 25% of cash-subscribed A.Ş. shares into the special account before registration
For a multi-founder A.Ş., reconcile each depositor, shareholder-level amount and total in the bank letter to MERSİS subscriptions
For a Ltd., track the cash-capital payment plan within 24 months after registration through the articles/management decision
Trade-registry filing and the post-registration Gazette, signature, tax and statutory-book opening file
Bank KYC file covering shareholders, signatories, beneficial owners, activity, source of funds and expected transactions
e-Signature, e-document and e-Ledger setup based on activity, turnover and current thresholds
FDI, beneficial-owner, shareholding and capital-change reporting calendar
A.Ş. share certificate/interim certificate, acquisition-and-delivery evidence and seller/country/treaty-specific exit-tax analysis
Financial and tax term sheet for the shareholders’ agreement, coordinated with authorised legal counsel for drafting

Process

01

Structure and activity test

Set the A.Ş./Ltd., ownership, permit, capital, governance, funding and exit position.
02

Shareholder document file

Complete individual/corporate shareholder, authority, beneficial-owner, certification, translation and POA chains.
03

Capital and registration

Build the MERSİS articles and subscriptions; for an A.Ş., reconcile the bank letter by shareholder and amount before registry filing.
04

Post-registration compliance

Open tax, bank KYC, books, e-document, people and FDI reporting workstreams with separate owners.

Deliverables

A.Ş.–Ltd. structure, activity-permit and tax decision memo
Foreign-shareholder, authority, beneficial-owner, certification/translation and POA checklist
MERSİS/articles and trade-registry application file
Multi-founder A.Ş. capital-deposit and bank-letter reconciliation table
Post-registration tax, banking, e-document/e-Ledger and FDI compliance plan
A.Ş. share-evidence and exit-tax checklist; finance/tax term sheet for legal counsel

Pricing model

Fixed project quote based on shareholder type/jurisdiction, document-certification chain, entity type, regulated-sector approval, capital structure, bank KYC and people scope. Translation, notary, consular, registry, banking and legal-counsel costs are itemised; recurring accounting/compliance is separate.

Typical timeline

There is no single statutory end-to-end duration. The plan depends on home-country documents, certification, translation, sector approval, MERSİS and registry availability, A.Ş. capital funding and bank KYC. Registration and bank-account timing or outcomes are not guaranteed.

Frequently asked

Can I incorporate without coming to Türkiye?

A substantial part of the registry process can be handled through a representative with correctly scoped authority and certification. A document executed at a Turkish consulate and a locally notarised document that requires apostille/consular legalisation are not the same route. A bank, signature step, sector authority or current registry practice may require physical attendance or further identity verification, so “registration and banking with no travel” is not guaranteed.

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

External funding, different share classes, share certificates and a potential exit can weigh toward an A.Ş.; a closely held structure and lower general minimum capital can weigh toward a Ltd. Employee equity, licensing, governance, public offering, transfers and tax are tested separately. The TRY 250,000 A.Ş. threshold is not treated as symbolic; it forms part of cash and bank-deposit planning.

Can one founder fund the full 25% pre-registration deposit for a three-founder A.Ş.?

The Istanbul Chamber’s filing list requires the bank letter to identify the depositing shareholders, the amount paid by each and the total. If the bank evidence and MERSİS subscriptions do not reconcile by shareholder, the registry may request an explanation or corrected bank letter. Do not assume one shareholder may fund the others: obtain written alignment from the bank and relevant registry before funds are sent.

Can exit capital-gains tax automatically become zero after two years?

No automatic result applies to every “company interest.” Repeated Article 80 contains an exclusion for share certificates of a full Turkish taxpayer held for more than two years. Seller status and residence, A.Ş./Ltd. form, valid certificate or interim-certificate issuance, delivery/acquisition evidence, consideration and the relevant treaty are analysed together.

Official sources

Last statutory source check: 8 September 2026

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