Corporate & Commercial Lawyer in Turkey

Foreign ownership is not the hard part. The Foreign Direct Investment Law No. 4875 puts foreign investors on the same footing as Turkish nationals, permits full foreign ownership in most sectors and bars expropriation without compensation. What catches people out is the machinery: capital deposit, notarisation and apostille, signature authority, the tax office, the Turkish-to-foreign staff ratio you need before a work permit is granted. None of it is difficult. All of it punishes an incomplete file.

We act for founders setting up a first limited liability company, for buyers taking over an established Turkish target, and for groups localising through a subsidiary or a branch. The correspondence is in English. The advice is Turkish law.

Choosing your vehicle: LLC vs joint-stock company

The first decision almost every foreign investor faces is structural. The Turkish Commercial Code No. 6102 (TCC) offers two principal capital companies, and the right choice shapes your tax position, your governance and your exit options.

Limited liability company (Limited Şirket)

The LLC is the workhorse of Turkish business. It requires a minimum capital of TRY 50,000, at least one shareholder (individual or corporate, of any nationality) and one director. Liability is limited to the subscribed capital, though a managing partner can bear personal responsibility for unpaid public debts such as taxes and social-security premiums. Share transfers must be notarised and registered, which makes the LLC slightly less nimble for investors who anticipate frequent changes on the cap table.

Joint-stock company (Anonim Şirket)

The JSC suits ventures that plan to raise capital, admit investors or eventually sell. Minimum capital is TRY 250,000, shares transfer by simple endorsement without a notary, and gains on the sale of shares held for more than two years can benefit from favourable tax treatment. The JSC is also the only vehicle that can issue different share classes flexibly and the only one eligible for a public listing. If an exit is realistic, take the JSC and pay the higher setup cost.

Company formation for foreigners, step by step

Incorporation runs through the online MERSIS system and the local Trade Registry (Ticaret Sicili). A foreign founder does not need to be physically present: most of our clients grant a remote power of attorney so we can complete the entire process while they remain abroad.

• Tax numbers & documentation. We obtain Turkish tax numbers for foreign shareholders and directors and prepare notarised or apostilled corporate documents where a corporate shareholder is involved.
• Articles of association. We draft bespoke articles — not a generic template — setting the purpose, capital, management and signature authority correctly from day one.
• Registration & capital. We file through MERSIS, register with the Trade Registry, publish in the Trade Registry Gazette and guide the corporate bank account opening and capital deposit.
• Post-incorporation. We arrange the signature circular, statutory book certification, e-notification and tax-office registration so the company is genuinely operational, not merely registered.

Shareholder agreements and governance

Where a company has more than one owner, the articles of association alone rarely capture the real deal between the parties. A well-drafted shareholder agreement governs board composition, reserved matters requiring a supermajority, drag-along and tag-along rights, pre-emption on new shares, deadlock resolution and exit mechanics. Because Turkish courts read the articles and the shareholder agreement together, we make sure the two documents are consistent and that key protections are, where possible, hard-wired into the articles so they bind the company itself. Most of the shareholder fights we are asked to run in commercial litigation were drafted into existence years earlier, usually by a template.

Foreign direct investment and holding structures

Beyond a single operating company, many investors need a structure: a Turkish subsidiary under a foreign parent, a branch of an overseas company, or a liaison office for market research that cannot trade. Each has distinct tax, liability and reporting consequences. We advise on the most efficient route, on the notification duties owed to the Ministry of Industry and Technology under Law No. 4875, and on double-taxation treaties that may reduce withholding on dividends, interest and royalties flowing out of Türkiye.

Mergers, acquisitions and due diligence

Buy shares in a Turkish company and you buy its unpaid social-security premiums, its ex-employee claims and its tax history with them. Due diligence is how you find those before the price is fixed. We cover corporate records, real estate, employment, litigation, tax and regulatory permits; the choice between a share deal and an asset deal; drafting the share purchase agreement with proper representations, warranties and indemnities; and merger-control notification to the Competition Authority under Law No. 4054 where turnover thresholds are met. We coordinate closely with your tax and financial advisers so the legal terms match the commercial model.

In a share deal you inherit the company's history — its contracts, its tax exposure, its pending claims. Diligence is not a formality; it is how you price that history and protect yourself from it.

Commercial contracts

A Turkish company lives on its contracts, and the Turkish Code of Obligations No. 6098 governs how they are formed, interpreted and enforced. We draft and negotiate the agreements that carry your business — distribution and agency, supply and manufacturing, services, franchising, licensing, non-disclosure and shareholder loans — with careful attention to governing-law and dispute-resolution clauses, currency and penalty provisions, and termination rights. For cross-border deals the arbitration clause matters more than clients expect: draft it loosely and you end up with an award nobody will enforce.

Regulatory and KVKK compliance

The Personal Data Protection Law No. 6698 (KVKK) is modelled on the GDPR and enforced by a regulator that fines. It requires a lawful basis for processing, transparent privacy notices, controlled cross-border data transfers and, for many companies, registration with the data controllers' registry (VERBIS). Non-compliance carries significant administrative fines. Policies, consent flows, data-processing agreements and transfer mechanisms are cheap to build at incorporation. They are expensive to retrofit in the middle of an investor's diligence.

Employing staff and work permits

Hiring in Türkiye means Turkish labour law under the Labour Law No. 4857: written contracts, severance and notice entitlements, working-time rules and social-security registration. Where you bring foreign talent — or where you as the founder need to work in your own company — a work permit is required, and the company must satisfy conditions such as capital and the ratio of Turkish to foreign employees. We handle the employment framework and coordinate the permit process with our immigration team so your people are lawfully in place.

Free zones and incentives

For export-oriented, manufacturing or logistics businesses, Türkiye's free zones under Law No. 3218 can offer corporate-tax and customs advantages, while the general investment incentive regime provides VAT and customs exemptions, tax reductions and social-security support for qualifying projects. We assess whether your activity fits a free-zone or incentive framework and handle the applications, so the structure captures the benefits your business is actually entitled to.