Ltd. Şti. or A.Ş.

Company formation in Türkiye

We set up your limited company (Ltd. Şti.) or joint-stock company (A.Ş.) in Türkiye, from the first document checklist to tax registration. Chinese and Hong Kong shareholders can own 100% of the company.

Who needs it

  • Investors from mainland China or Hong Kong opening a new company in Türkiye
  • Groups whose Turkish company will be owned by a Hong Kong or mainland holding company
  • Founders who can travel to Türkiye to sign the formation documents in person
  • Founders who cannot travel: formation under a power of attorney is available as a separate add-on

What we do

  • Advice on company type, capital, shareholders and management before anything is signed
  • A document checklist for each individual and corporate shareholder, including apostille and sworn translation
  • Drafting the articles of association and preparing the application in MERSİS, the central trade registry system
  • Booking the trade registry appointment and preparing you for signing day
  • Following the registration through to tax office registration and the tax certificate
  • A clear list of the deadlines that start after registration, such as e-Tebligat and beneficial ownership

Limited company or joint-stock company?

Most foreign investors choose between two forms. Both give shareholders limited liability; they differ in capital, governance and flexibility.

A limited company (Ltd. Şti.) can have between 1 and 50 shareholders, individuals or companies. At least one shareholder must hold management and representation authority, so a wholly owned subsidiary of a Hong Kong holding company names that company as a manager, and it acts through a natural person it designates. Transferring shares needs a written agreement with notarised signatures and, unless the articles say otherwise, approval of the general assembly. This suits a subsidiary whose ownership will stay stable.

A joint-stock company (A.Ş.) needs more capital and part of it before registration, but it can be founded by a single shareholder and run by a board of one or more members. It is often the better fit when you expect new investors or share transfers.

Who will work in Türkiye also matters. Under Law No. 6735, A.Ş. board members who do not reside in Türkiye, and partners of other companies who are not managers, fall within the work permit exemption. A Ltd. manager who works in Türkiye needs a work permit. We compare both forms in more detail in Ltd or joint-stock company?

Documents from mainland China and Hong Kong

Since 7 November 2023, public documents from mainland China need only an apostille for use in Türkiye. Hong Kong documents have used the apostille for decades. Some older guides still describe legalisation at a Turkish consulate; for apostilled documents that step is not required.

In Türkiye, every foreign document is then translated by a sworn translator and certified by a Turkish notary. Before formation, each non-Turkish shareholder and board member also needs a Turkish tax number, which we arrange through our tax number (ITIN) service.

Signing in person or by power of attorney

The Professional package includes formation without a power of attorney: the founder signs in person in Türkiye. For a Ltd. Şti., the articles of association are signed before authorised trade registry staff; the notary option for limited companies was abolished in 2018. For an A.Ş., signatures can be certified by a notary or given at the trade registry. Managers give their signature declarations on registration day.

Travelling from mainland China for the signing? Read our note on visa-free entry for PRC citizens first: the exemption covers tourism and transit, so confirm the entry basis for a business trip with a Turkish embassy or consulate.

If no founder can travel, we can form the company on your behalf under an apostilled power of attorney. Without a package, this add-on costs USD 3,000 for the complete formation, with no separate USD 1,250 fee; Professional clients pay the full USD 3,000 on top of the package. See company formation with power of attorney. Government fees are separate in both routes.

What starts after registration

Registration starts several deadlines, and the Professional package covers the first ones:

  • e-Tebligat: a company registered after 11 October 2026 must join the electronic notification system within 15 days of starting business. The application is included in Professional; see e-Notification.
  • Beneficial owners: a new taxpayer reports its beneficial owners within one month. See beneficial ownership filing.
  • Books: companies registered from 1 January 2026 keep their share ledger and general assembly book in the Ministry of Trade’s electronic system, opened automatically at registration. The journal and general ledger are kept as an e-ledger, signed with a financial seal or e-signature. To obtain a financial seal, the company needs a manager who is a Turkish citizen or a foreign national with a Turkish foreigner identity number (starting with 9, for example issued with a residence permit), so take this into account when you choose the managers.
  • Foreign investment reporting: companies with foreign capital submit an activity information form through E-TUYS by the end of May each year, and report changes in shareholders or capital within one month.

A corporate bank account is a separate step. Banks run their own know-your-customer checks, so timing depends on the bank. From then on, monthly and quarterly filings follow; see bookkeeping and tax filing and our company formation guide.

How it works

  1. 01

    Plan the structure

    We agree the company type, shareholders, managers, capital and activities, and check the company name.

  2. 02

    Tax numbers for foreign partners

    Each non-Turkish shareholder and board member obtains a Turkish tax identification number from a tax office.

  3. 03

    Documents from abroad

    Documents issued in mainland China or Hong Kong are apostilled, then translated by a sworn translator and certified by a Turkish notary.

  4. 04

    Application in MERSİS

    We draft the articles of association, file the application in MERSİS and book the trade registry appointment.

  5. 05

    Signing and registration

    The founders sign the articles and the managers give their signature declarations. Capital and fee payments are made as the company type requires.

  6. 06

    Tax registration and first filings

    The trade registry notifies the tax office and the social security institution. The tax office carries out its start-of-business inspection and the company receives its tax certificate.

What you provide

  • Passport scans of every individual shareholder and manager (we tell you which copies must be notarised and translated)
  • For a corporate shareholder: a certificate of activity or good standing showing its current status and signatories, and a resolution approving the Turkish company, apostilled
  • The planned company name, activities, capital and shareholding split
  • The names of the managers or board members
  • A business address in Türkiye, or the Istanbul virtual office address included in the Professional package
  • Government fees, notary and sworn translation costs, which are paid at cost

Frequently asked questions

Can a Chinese or Hong Kong shareholder own 100% of a Turkish company?

Yes. Under the Foreign Direct Investment Law (No. 4875), foreign investors are free to invest in Türkiye and are treated in the same way as Turkish investors, unless an international agreement or a special law provides otherwise. A limited company can have a single shareholder, and that shareholder can be an individual or a company. Some regulated sectors have their own rules, which we check for your activity.

What is the minimum capital?

TRY 50,000 for a limited company and TRY 250,000 for a joint-stock company (TRY 500,000 initial capital for a non-public A.Ş. using the registered capital system). In an A.Ş., at least 25% of the cash capital is paid into a special bank account before registration and the rest within 24 months. A Ltd. Şti. has no pre-registration payment requirement; its capital is paid within 24 months after registration.

Do our Chinese documents still need consular legalisation?

No. The Apostille Convention has applied to mainland China since 7 November 2023, and Hong Kong has been covered since 1965. An apostille from the competent authority replaces consular legalisation. In Türkiye the documents are then translated by a sworn translator and certified by a notary.

Do I have to come to Türkiye?

For this service, yes: the founder signs in person in Türkiye. This is the formation included in the Professional package, or USD 1,250 on its own. If no founder can travel, we can complete the formation under a power of attorney. Without a package, that add-on costs USD 3,000 for the complete formation, with no separate USD 1,250 fee. Professional clients pay the full USD 3,000 on top of the package (USD 4,950). Government fees are separate in both cases.

Which government fees come on top?

Trade registry and chamber fees, notary and sworn translation costs, and a share of 0.04% of the capital paid to the Competition Authority. These are paid at cost and are not part of our fee. We confirm the current amounts for your case before you start.

Can profits be sent back to China or Hong Kong?

Law No. 4875 allows net profits and dividends to be transferred abroad freely through banks. Dividends paid abroad are subject to 15% withholding tax in Türkiye. The China–Türkiye tax treaty limits this to 10%. Under the Hong Kong–Türkiye treaty the limit is 5% or 10%, depending on the shareholding, for dividends paid from 1 January 2027.

Source

Planning your next step in Türkiye?

Send us a short message about your business. We reply with a suggested structure, a document checklist, our fees and the expected government charges.

E-mail info@etitax.com