Establishment of a Company by Foreigners

DECEMBER 12, 2022

Turkey is not only for domestic investors; At the same time, it has a very wide market for foreign investors. The Foreign Direct Investment Law No. 4875 on the subject is based on the principle of equal treatment and allows international investors to have the same rights and obligations as local investors. According to this law, international investors can establish all types of companies specified in the Turkish Commercial Code. However, in the process of establishing a company, there will be some procedures that will vary according to the type of legal entity and company type. There are 2 types of companies that are most suitable for foreign investors in Turkey. These;

Joint Stock Company: It is the capital company whose capital is determined and divided into shares, the legal entity of the company is liable only with its own assets due to its debts, and the shareholders are liable only for the capital shares they have committed and only to the company. The minimum capital amount is 50,000 Turkish Liras. It can be established with at least one natural or legal person. All of its partners can be foreign nationals. In addition, there is no requirement that the members of the board of directors be Turkish citizens and be resident in Turkey.

Limited Company: Limited company are capital companies whose capital is determined and divided into shares and whose debts are only liable with their assets. A limited liability company can be established with one partner. The number of partners cannot exceed fifty. Limited company partners can be natural persons or legal persons. The main capital of the limited company is at least 10.000 Turkish Liras. The partners are not responsible for the debts of the company, they are only obliged to pay the basic capital shares they have committed and to fulfill the additional payment and ancillary performance obligations stipulated in the company contract. All of its partners can be foreign nationals. In addition, there is no requirement for the Directors to be Turkish citizens or to be resident in Turkey.

Company Establishment Procedure for Foreigners

Although it depends on factors such as the type of company, the preparation of the articles of association, the status of the notary and registration procedures (excluding companies that have to get permission from the ministry), it generally takes between 2-7 working days for foreigners to establish a company in Turkey thanks to our experienced team.

Foreign natural or legal persons are free to make small, medium or large-scale investments without any limitation in terms of company type.

Foreign investors choosing the most suitable type of business, especially for their type of activity; It is of great importance to prepare the articles of association of the company, depending on the establishment procedures of each of these types of companies and what the activity will be.

If the partner of the firm to be established is a real person, only a notarized copy of the passport translation and 2 photographs of the partner will be sufficient. Even if the partner of the firm to be established is a foreign legal entity, “an apostille copy of the tax record in the country in which it is located, 2 copies of the activity certificate from the chamber of commerce / ministry of commerce with an apostille, who will represent the legal entity in the country in which it is located, and permission to establish and represent a company. There are various documents that need to be provided, such as "apostille annotated document". In addition, a notarized copy of the representative's passport translation and 2 photographs are required.

Compulsory to establish a company in Turkey; Foreign real or legal person obtaining a foreign tax number from the tax office and notarized passport translation processes are coordinated by our team and completed within 1 or 2 hours. Then, preparation of the Articles of Association (in order to prepare the Articles of Association, the company's title, scope of activity, address, who will be the manager or representative, capital and share shares must be determined) and registration procedures are started. At this stage, all processes will be managed by our team, investors will only give approval and sign the necessary signatures in the notary or chamber of commerce accompanied by an interpreter. The articles of association are signed by the partners or by the partners' notarized power of attorney and their representatives, and the signatures of the partners or their representatives are certified by the notary public or the Chamber of Commerce. For documents issued outside of Turkey, the apostille annotation must be obtained and approved by the consulate or notary public.

Work Permit for Foreigners to Establish a Company

The work permit of foreigners to establish a company has been updated in the new International Labor Law No. 6735. According to the new law; The obligation of obtaining a work permit for the members of the board of directors of joint stock companies who do not reside in Turkey and other foreign partners of limited companies who are not authorized by the company has been abolished. More detailed information on this subject will be communicated to you at the meetings we hold.

Work Permit applications can be made from within the country if the company partner resides in Turkey, in other cases, through the Foreign Representative of the Republic of Turkey of the country of citizenship or permanent residence.

It can be made from abroad. Domestic applications are made to the Ministry of Labor and Social Security, and applications made from abroad are made to Foreign Representatives. In addition, the foreign company partner who will apply from within the country must have a residence permit for at least 6 months in Turkey. We have an experienced team, outside of our own structure, that successfully carries out Work Permits in Turkey.

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