How to Establish a Company: Limited Liability and Joint-Stock Companies

1. Which business structure should I choose?

The first decision is more than a company name. Scale, shareholder numbers, investment plans, risks and management determine the appropriate structure. This article covers incorporation of limited liability and joint-stock companies, common choices in Türkiye.

A sole proprietorship, commonly called a “şahıs şirketi”, does not have legal personality separate from the individual in the way these companies do. Tax registration alone does not incorporate a capital company. Statutory forms such as general and limited partnerships should not be confused with this everyday expression.

Working alone does not require a sole proprietorship; a limited liability or joint-stock company can have one shareholder. Conversely, choosing a company merely because it “looks more corporate” may create unnecessary costs and obligations. Assess tax effects with an accountant alongside legal liability and ownership structure. [1]

2. Limited liability and joint-stock companies compared

A joint-stock company may offer different tools for investment and ownership structures. That does not make it necessarily better for every new venture. Ownership rights and management can also be carefully organised in a limited liability company. [1] [2]

General statements that share transfers are “easy” may mislead. Unpaid capital, registered or bearer shares, company approval and notification duties require separate checks.

3. How much capital is needed and when is it paid?

All cash capital committed to a limited liability company may be paid within 24 months after registration. In a joint-stock company, at least one quarter of the nominal value of cash-subscribed shares is paid before registration, and the remainder within 24 months afterwards. The articles and payment arrangements of the competent body may require earlier payment. [1] [2]

A non-public joint-stock company choosing the registered-capital system requires minimum initial capital of TRY 500,000; that system has separate permission and payment conditions. General amounts may be insufficient for banking or other regulated sectors.

Capital belongs to the company and may properly be used in its activities; shareholders cannot freely withdraw it as personal funds. Contributions in kind, such as property, require examination of valuation, transferability, encumbrances and registry procedures. Simply saying “I will count my car as capital” is insufficient.

4. Which decisions should be made before incorporation?

• Activities: The actual business, NACE classification and any sector permission.
• Address: Registered office, right of use, lease conditions and suitability for the activity.
• Name: A trade name complying with registry rules and including the company type and business subject.
• Ownership: Each person’s capital contribution and shareholding.
• Management: Who will manage and whether signatures are individual or joint.
• Funding: Initial rent, staff and operating costs in addition to incorporation expenses.

An address being usable for tax registration does not mean every activity can be carried out there. A virtual office, for example, does not automatically meet physical requirements for manufacturing, food or other licensed activities.

Registration of a trade name does not mean the same word is protected as a trademark. Separate trademark and domain checks reduce the risk of a later name change.

5. How do MERSİS and trade registry procedures work?

1. Prepare incorporation details. Settle the type, name, registered office, shareholders, capital, activities and authorised persons.
2. Create the MERSİS application. Enter the company’s articles in the system and obtain an application number.
3. Complete documents and signature formalities. Prepare authorised persons’ declarations, any required capital payment evidence and permits.
4. Apply to the relevant trade registry. The registry checks documents and legality of the articles; remedy any deficiencies.
5. Complete registration and publication. The company acquires legal personality; check registration details and publication.

Saving a draft in MERSİS does not incorporate the company. Registration must be completed. For Istanbul applications, follow the Istanbul Chamber of Commerce’s current incorporation and appointment guidance. Procedures and documents vary with the company’s circumstances. [3] [4]

People signing for a company before registration may incur liability. Leases, supply or investment agreements should identify who acts for the not-yet-incorporated company and in what capacity.

6. Which documents are required?

There is no single fixed package for every incorporation. Individual, corporate or foreign shareholders and capital in kind change the list. Basic preparation includes:

• The incorporation application and articles prepared in MERSİS.
• Identification, addresses and required registry information of shareholders and authorised persons.
• Management, representation, acceptance-of-office and signature documents.
• For a joint-stock company, bank evidence of required capital payments.
• Competent-body resolutions and representative details for corporate shareholders.
• Valuation and relevant registry documents for capital in kind.
• Incorporation permissions or compliance documents required by the activity.

Foreign documents may require an apostille or consular legalisation, translation and notarisation. Checking the registry’s current list early reduces repeat appointments due to missing documents. [3] [4]

7. What should the articles regulate?

A standard text may facilitate registration but will not alone solve future shareholder problems. Decision-making, representation, transfers and exits should fit the actual business structure.

• Who may sign alone or jointly for which transactions.
• Procedures for investors joining, capital increases and share transfers.
• How profit distribution and funding needs will be addressed.
• Shareholder competition, confidentiality and intellectual property developed for the company.
• Solutions for disputes or decision-making deadlock.

A separate shareholders’ agreement may be made, but not every term automatically binds the company or third parties. What can be included in the articles and compatibility with mandatory law require separate assessment.

8. Are shareholders and managers liable for debts?

Incorporating a capital company does not eliminate all personal liability. Generally, company assets answer for private-law debts. Capital contribution obligations, additional-payment duties in a limited liability company’s articles and personal guarantees are separate matters. [1]

Limited liability company shareholders may, under statutory conditions, be liable proportionately to their capital shares for public receivables that cannot wholly or partly be collected from the company, or are understood to be uncollectible. This should not be treated as a monetary cap equal to the amount of committed capital. [5]

A person who is only a shareholder of a joint-stock company differs from someone undertaking management or legal representation. Managers’ possible liability for tax, SGK and other obligations must be assessed separately. A personal bank guarantee also creates risk independent of the company’s limited liability.

9. What must be done after registration?

Registration does not complete every obligation for starting operations. Check tax records and inspection, bank accounts, accounting, electronic-document duties and service-of-documents accounts. If hiring staff, complete SGK workplace and employee registration in time.

For companies registered from 1 January 2026, the share ledger and general assembly meeting and deliberation book are kept in ETDS. They are opened in the system upon registration. Do not assume accounting books and other resolution books follow the same scheme; each obligation must be identified separately. [6]

Complete any workplace opening/operating licence or sector permission before trading. For e-commerce, prepare consumer contracts, personal-data processes and required electronic-commerce notifications separately. Opening a sales website does not fulfil these duties by itself.

10. What does incorporation cost and how long does it take?

Budget capital and incorporation expenses separately. Registry and publication, chamber services, signatures, translations, valuation where needed and professional services may generate costs. Amounts depend on location, company type, articles and ownership structure.

Accounting, address, staff, tax and operating expenses continue afterwards. A “formation package” price alone does not establish total cost. Request an itemised quotation using current registry and publication tariffs.

A complete standard application differs from one involving a foreign corporate shareholder or contributions in kind. Registry appointments, banking, permits and remedying deficiencies affect timing. A fixed number of days cannot responsibly be promised for every company.

11. Foreign shareholders and regulated activities

Foreign individuals and legal entities may hold shares in Turkish companies, but identification, tax numbers, representation and foreign-document formalities should be planned from the outset. Check sector-specific restrictions and permissions separately.

Shareholding alone does not confer a right to work or reside in Türkiye. Management and actual working plans must be assessed alongside immigration requirements.

For regulated activities such as financial services, ordinary articles and general minimum capital are insufficient. A broad business description or adding a word to the name does not replace an operating authorisation.

12. Pre-incorporation checklist

1. Identify the activities and required permissions.
2. Compare structures against tax, liability and investment objectives.
3. Clarify shareholders’ shares, contributions and management powers in writing.
4. Check the trade name, trademark and suitability of the address separately.
5. Separate the capital payment schedule from the expense budget.
6. Prepare the MERSİS articles and registry documents.
7. Assign responsibility for post-registration tax, books, SGK, notification and licensing steps.

Successful incorporation depends not merely on obtaining a registry certificate, but on establishing ownership and operating arrangements from the outset.