Company Formation in Turkey for Foreigners: Documents and Signature Authority

Company Formation in Turkey for Foreigners: Documents and Signature Authority

Company formation by foreign investors in Turkey is evaluated within the same legal framework as domestic investors, in accordance with the equal treatment principle of the Foreign Direct Investment Law. Foreign natural or legal persons can begin the establishment process by choosing one of the company types specified in the Turkish Commercial Code. In practice, the most frequently preferred structures are joint-stock companies and limited liability companies. Although these company types differ in terms of capital, organs and management structure, establishment procedures are carried out with the same basic procedure at the Trade Registry Directorates in Chambers of Commerce.

Important: For current practice and document acceptance in establishment procedures, information in the relevant Trade Registry Directorate and official investment guide should be confirmed.

Articles of Association and MERSİS Preparation

The first critical document in company formation is the articles of association. In the application to be made to the Trade Registry Directorate, articles of association signed by all founders are required. This signature can be made in the presence of a Trade Registry Directorate official or notary. The articles of association are submitted as one original and four copies. This document makes basic elements such as the company's title, structure, partnership arrangement and management framework visible at the registry.

Establishment procedures are carried out through the Central Registry Recording System (MERSİS). Since the minutes and articles of association need to be sent to MERSİS online, it is important to prepare the articles of association text, partnership information and representation structure in compliance with MERSİS before starting company formation.

Documents for Foreign Natural Person Partners

If the foreign partner is a natural person, documents related to the person's identity and status in Turkey are requested. Two copies of each shareholder's passport and notarized translation are required. If the foreign person resides in Turkey, a notarized residence permit document is also included in the file. Additionally, the tax identification number obtained from the tax office is among the establishment documents. This number is important for the identification of the foreign partner in official transactions in Turkey.

Documents for Foreign Legal Entity Partners

When the foreign partner is a legal entity, the document set differs. A certificate of activity issued by the relevant authority in the legal entity's own country that will be registered as a partner is required. This document should include the company's existence, current status and signature authorities. Thus, it becomes clear who represents the foreign legal entity that will become a partner in the company to be established in Turkey and with what authority they act.

For legal entity partnerships, decisions of authorized corporate bodies showing approval for becoming a partner in the company to be established are also requested. If special conditions such as company name, field of activity or similar are determined during establishment, these conditions are expected to be included in the decision. In case a legal entity is appointed as a board member of the company to be established, the name of the natural person who will act on behalf of the legal entity and the appointment of the legal entity must be clearly stated in the same decision or in a separate decision.

Signature Circular and Representation Authority

Signature circulars ensure that who can sign on behalf of the company and with what authority is clearly understood through documents. This authority sometimes becomes visible in the articles of association, sometimes in partner or board decisions, and if there is a foreign legal entity partner, in the certificate of activity and related corporate decisions. Therefore, when preparing signature circulars, not only a signature sample should be considered; the documents that form the basis of representation authority should also be consistent.

In the company formation file, who the signature belongs to, in what capacity the person acts and which document this authority is based on are evaluated together. For example, if a representative of a foreign legal entity partner will carry out establishment procedures in Turkey, there should be information about signature authorities in the certificate of activity and the necessary corporate decisions should support this representation relationship. Otherwise, the representation chain may not be clearly visible at the registry stage.

Notarization and Document Consistency

Notarization varies according to document type. The articles of association can be signed in the presence of a Trade Registry Directorate official or notary. For foreign natural person partners, passport translation must be notarized. If residing in Turkey, the residence permit document is also required to be submitted notarized. Regarding signature circulars, what form of certification or approval is required should be evaluated according to the nature of the document to be prepared and the transaction to be performed; establishing a representation structure that does not conflict with other documents in the establishment file is essential.

When preparing the articles of association, not only formal information but also how the company will be represented in the future should be considered. Partners' share ratios, the company's field of activity, management body, representation authority and decision-making mechanism are fundamental issues that will be reflected in registry records. In structures with foreign partners, consistency is particularly sought between name, passport, tax identification number, legal entity title and signature authority information. Even small spelling differences in documents can lead to re-examination of the file.

A strong file in the company formation process for foreigners in Turkey is not created by collecting documents individually. Proper distinction between natural person and legal entity partners, preparing MERSİS records in compliance with the articles of association, clear visibility of signature authority in foreign documents and completion of necessary notarizations are required. Signature circulars should also be handled within this whole as part of the representation arrangement showing who can perform binding transactions on behalf of the company.

Frequently Asked Questions

Can foreign investors establish companies in Turkey in the same way as domestic investors?

Yes. In accordance with the equal treatment principle based on the Foreign Direct Investment Law, international investors have the same rights and obligations as local investors in Turkey.

Where is the articles of association signed in company formation?

The articles of association can be signed in the presence of authorized personnel of the Trade Registry Directorate or in the presence of a notary. The application requires a contract signed by all founders.

Which documents stand out for foreign natural person partners?

For foreign natural person partners, passport copies, notarized translation of the passport, notarized residence permit document if residing in Turkey, and tax identification number stand out.

Why is the certificate of activity important for foreign legal entity partners?

The certificate of activity should show not only the company's existence but also its current status and signature authorities. Thus, it becomes clear who represents the legal entity that will become a partner in the company to be established in Turkey and with what authority.

How should signature circulars be handled in the establishment file?

Signature circulars should not be considered only as signature samples. Who can sign on behalf of the company and with what authority should be visible in a consistent manner with the articles of association, decisions, certificate of activity and other representation documents.