Sole Proprietorship Formation for Foreigners: Required Documents and MERSİS

Document Process for Foreigners Establishing Sole Proprietorship in Turkey

For foreigners wanting to establish a company in Turkey, the first distinction is the nature of the structure to be established. A sole proprietorship refers to one person starting commercial activity in their own name. However, in official establishment procedures, the company type, the institution where registration will be made, and the field of activity can affect the document list. Therefore, it is important for a foreign person to know for which procedure the document is requested before starting commercial activity in Turkey.

International investors in Turkey have the same rights and obligations as local investors. Foreign investors can establish the company types specified in the Turkish Commercial Code. Company formations are carried out at Trade Registry Directorates operating within Chambers of Commerce. The Central Registry Recording System (MERSİS) is used in trade registry procedures; trade registry data is organized and stored electronically through this system.

Document requirements for sole proprietorship may differ from limited liability or joint-stock company formation. However, from the perspective of foreign natural persons, some documents appear in every file as basic identity and authorization information: passport, notarized translation of passport, notarized document regarding residence permit if residing in Turkey, and tax identification number obtained from the tax office.

Important: Since current practice in establishment and registration processes may vary according to the request of the institution where the application will be made, official sources and relevant registry directorate practices should be checked separately.

Passport and Notarized Translation

When a foreign person registers for commercial purposes in Turkey, a passport is used as an identity document. Since passports are issued in foreign languages, they are generally evaluated together with their notarized translation in official procedures. Notarized translation enables information such as name, surname, date of birth, nationality, and document number on the passport to be used in Turkish in the official file.

Specifically for sole proprietorship, the number of copies and file format that the institution will request may vary; however, it is clear that the passport and its translation have the nature of basic documents in foreign applications.

Tax Identification Number

A foreign person who will engage in commercial activity in Turkey needs a tax identification number for tax procedures. This number is used to identify the person in Turkey's tax records. The tax identification number is used not only in company formation but also in many procedures such as banking transactions, tax office records, some notary procedures, and official applications related to commercial activity.

Residence Permit Document

If a foreign person resides in Turkey, a notarized residence permit document may be requested. The residence permit shows the person's registered status in Turkey. The file of a person living outside Turkey may not be the same as a person residing in Turkey with a residence permit. Therefore, the document regarding residence permit is evaluated according to whether the person resides in Turkey or not.

Company Contract and MERSİS Process

Trade registry procedures are conducted through MERSİS in accordance with the Trade Registry Regulation. Minutes and articles of association must be sent to MERSİS online. Additionally, signing of the company contract by all founders in the presence of authorized personnel of the Trade Registry Directorate or a Notary is among the required documents for registry application.

For sole proprietorship, 'company contract' may not be as central a document as in limited liability or joint-stock companies. However, elements such as field of activity, title, address, and founder information are important in the commercial registration process. After determining under which structure the establishment will be made, the document requirement from MERSİS and Trade Registry Directorate becomes clear accordingly.

Signature Declaration and Notary Procedures

Organization of documents and notary certification take place in the official process during company formations. Notary certification is important especially for translations of documents in foreign languages, identity documents, and signature-based transactions in terms of making the document usable in the official file.

A signature declaration ensures that a specific signature sample of a person is included in the official transaction file. In commercial transactions, it is necessary to determine who signs in what capacity. If transactions will be carried out on behalf of a foreign person or if documents will be followed up with power of attorney, proper preparation of documents regarding signature and representation authority can be decisive in the evaluation of the file.

Additional Documents If There Is a Foreign Legal Entity Partner

In some applications, structures where a foreign legal entity participates as a partner or investor may come up. In this case, the document list expands. For a foreign legal entity partner, a certificate of activity issued by the relevant authority in the investor's country is required. This certificate of activity should contain information about the company's current status and signature authorities.

Additionally, an authorized corporate body decision showing the legal entity shareholder's approval for establishment is also requested. If there are special conditions such as company name and field of activity in the company's establishment, these conditions must be clearly stated in the relevant decisions. In case a legal entity is assigned as a board member in the company to be established, the name and assignment information of the natural person who will act on behalf of the legal entity must also be shown in the decision.

Work Permit Is Evaluated Separately from Company Formation

One of the most confusing issues for foreigners is the relationship between company formation and work permit. Establishing a company does not mean work permit by itself. Work permit is a separate legal status and is evaluated in terms of the foreigner's actual work in Turkey.

Therefore, when preparing documents, it is necessary to separate the establishment file from the work permit file. While passport, tax identification number, notarized translations, and commercial registration documents stand out in company formation; work permit application is a separate process with its own conditions and evaluation procedure.

Correct Structure Selection and Document Preparation

When a foreign person wants to establish a sole proprietorship in Turkey, the first issue to be examined is not only the question 'what documents are required?'. Whether the activity will be conducted as a sole proprietorship or under another structure such as limited liability or joint-stock company directly affects the document list.

In terms of basic documents, passport, notarized translation, tax identification number, and residence permit document if residing in Turkey stand out. On the trade registry side, the registration process conducted through MERSİS, organization of company documents, notary certification, and application stages to the relevant Trade Registry Directorate are decisive. When preparing the file, document names, translations, and notary procedures must be appropriate for the structure to be applied; otherwise, the institution may request additional documents or corrections.

Frequently Asked Questions

What basic documents stand out when a foreigner establishes a sole proprietorship in Turkey?

In terms of basic documents, passport, notarized translation of passport, tax identification number obtained from the tax office, and notarized document regarding residence permit if residing in Turkey stand out.

Why is notarized translation required for passport?

Since passports are issued in foreign languages, they are generally evaluated together with their notarized translation in official procedures. This way, information such as name, surname, date of birth, nationality, and document number can be used in Turkish in the file.

Is tax identification number only required during the establishment phase?

No. Tax identification number may appear not only in company formation but also in banking transactions, tax office records, some notary procedures, and official applications related to commercial activity.

Does establishing a company mean work permit for a foreign person?

No. Establishing a company does not mean work permit by itself. Work permit is a separate legal status that is separately evaluated in terms of the foreigner's actual work in Turkey.