Guide to Joint-Stock Company Formation in Turkey for Foreigners

Can Foreigners Establish Joint-Stock Companies in Turkey?

Foreign investors who wish to establish joint-stock companies in Turkey have the same rights and obligations as domestic investors. In accordance with Turkey's equal treatment principle for foreign direct investments, international investors can establish all company types specified in the Turkish Commercial Code. Joint-stock companies are one of these types.

Joint-stock companies are frequently preferred by foreign investors, particularly due to their share structure, corporate governance system, and capital company nature. However, choosing a company type is not limited to the question 'can foreigners be partners?' The partnership structure, field of activity, management model, and future planned transactions should be properly structured during the establishment phase.

Where Are Establishment Procedures Conducted?

Company formations in Turkey are carried out at Trade Registry Directorates operating within Chambers of Commerce. These directorates ensure that establishment procedures are conducted from a single center.

Trade registry procedures are conducted through the Central Registry Recording System (MERSİS). MERSİS is a central system where commercial registry processes are carried out and data is stored electronically. The structure that allows new companies to be established online also operates through this system.

In joint-stock company formation, minutes and articles of association must be sent to MERSİS online. Therefore, it is important to clarify information such as company name, headquarters address, field of activity, capital structure, partners, and management structure before establishment. For the general establishment flow, you can review the company formation guide in Turkey.

How Does the Joint-Stock Company Formation Process Progress?

The procedure followed in joint-stock company formation is generally similar to limited liability company formation. Although there are differences between the two company types in terms of financial thresholds and organs, the establishment logic carried out through the trade registry is similar.

The process usually begins with the preparation of the company's articles of association. The articles of association are the founding document showing the basic structure of the company; they contain provisions regarding the company's name, purpose, field of activity, capital structure, shares, and management. In joint-stock companies, this text contains provisions that may directly result in consequences regarding partners, management, and share transfer in the future.

For the establishment application, a company contract signed by all founders is required. This signature can be made in the presence of authorized personnel of the Trade Registry Directorate or a Notary. Subsequently, the application is evaluated by the Trade Registry Directorate.

Although official sources indicate that company formations can be completed within the same day, in practice, factors such as complete preparation of the file, signature and translation processes, and presenting foreign documents in appropriate format may affect the duration.

Required Documents for Foreign Individual Partners

When the foreign partner is an individual, two copies of each shareholder's passport and notarized translation of the passport are requested in the establishment file.

If the foreign person resides in Turkey, a notarized residence permit document is also included in the file. This document shows the person's legal stay status in Turkey.

Another important document for foreign individual partners is the tax identification number. This number obtained from the tax office is used in many official and financial transactions in Turkey and is necessary for identifying the shareholder in company formation.

What Changes If There Is a Foreign Legal Entity Partner?

A foreign company can also be a partner of the joint-stock company. In this case, documents showing the legal existence and representation authority of the foreign legal entity in its own country are requested.

For foreign legal entity partners, a certificate of activity issued by the relevant authority in the investor's country is required. This document should contain information about the company's current status and authorized signatories. Additionally, authorized corporate body decisions showing the legal entity shareholder's approval for establishment must also be submitted. This decision reveals the foreign company's intention to become a partner in the joint-stock company to be established in Turkey and the authorized persons.

Is Company Formation Through Power of Attorney Possible?

Foreign investors can follow the establishment procedures in Turkey personally or through authorized persons. In this case, the scope of the power of attorney should be compatible with the transactions to be performed; authorities such as signing the company articles of association, registry application, tax procedures, or notary procedures should be clearly specified.

If a power of attorney is to be used, making documents prepared in foreign countries acceptable by institutions in Turkey (translation, notary certification) can directly affect the establishment schedule.

Does Establishing a Company Replace Work Permit?

Establishing a joint-stock company in Turkey does not mean that a foreign person is granted a work permit by itself. Being a company partner and actually working in Turkey are linked to different legal consequences. Therefore, whether the foreign investor will take an active role in the company in Turkey, whether they will exercise management authority, and their purpose of being in Turkey should be evaluated separately.

The same distinction applies to residence. Company formation should not be interpreted as automatically providing residence permit in Turkey. The foreign person's stay status in Turkey is a matter of foreigners' law separate from company partnership.

What Items Do Costs Consist Of?

The cost of joint-stock company formation for foreigners does not consist of a single item. Trade registry procedures, notary procedures, translation, document preparation, tax identification number process, and consultancy services may create different expense categories. Whether the foreign partner is an individual or legal entity may also affect document preparation and certification processes.

Therefore, when evaluating establishment costs, it is not sufficient to look only at payments in the registry phase. Especially when foreign documents are involved, where the documents are issued, their language, and before which institution they will be used in Turkey affects the total preparation process.

What Kind of Preparation Should Be Made Before Establishing a Joint-Stock Company?

From the foreign investor's perspective, the healthiest start is to clarify the company's commercial purpose and partnership structure before the establishment file. Since joint-stock companies are corporate structures, share ownership, representation authority, management structure, and capital relations should be carefully addressed in the establishment text.

Although the electronic application system operating through MERSİS facilitates the process, it does not mean that the legal structure will be correct. A provision in the company's articles of association may be effective in different areas from banking transactions to share transfer, from management decisions to investment relations in the future. For post-establishment financial transactions, the corporate bank account opening process for foreigners should also be planned separately.

The basic principle for foreigners who want to establish joint-stock companies in Turkey is clear: foreign investors can establish company types in the Turkish Commercial Code and establishment procedures are carried out through Trade Registry Directorates. What is truly decisive is preparing the application file appropriately for the foreign partner structure and correctly separating residence, work permit, tax, and corporate obligations from each other after establishment.

Frequently Asked Questions

Yes. International investors can establish all company types specified in the Turkish Commercial Code; foreign individuals or foreign legal entities can be partners in joint-stock companies in Turkey.

Where are joint-stock company formation procedures conducted in Turkey?

Company formations are conducted at Trade Registry Directorates operating within Chambers of Commerce. Trade registry procedures are carried out through MERSİS.

Which documents stand out for foreign individual partners?

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

Does establishing a joint-stock company provide work permit or residence permit?

No. Establishing a joint-stock company in Turkey does not mean that work permit or residence permit is granted by itself. Company partnership is evaluated separately from work and residence status.