Company Formation in Istanbul: A Step-by-Step Guide for Foreign Investors

Turkey guarantees foreign investors equal treatment with domestic investors under Foreign Direct Investment Law No. 4875 of 2003: a foreign individual or company can establish a business in which it holds 100% of the capital, with no requirement for a Turkish partner. Istanbul is, by a wide margin, the province where internationally capitalized companies are most frequently formed.

So how does the process actually work? In this guide we walk through every step, from choosing a company type to registering with the trade registry, based on the rules in force as of August 2026 and explained in plain language.

Can Foreigners Set Up a Company in Turkey? The Legal Framework

The answer is clear: yes. The core principle of Law No. 4875 is that an international investor has the same rights as a domestic investor at the incorporation stage. The mechanics of forming a company are set out in the Turkish Commercial Code No. 6102.

A concrete example: an entrepreneur running a software business in Berlin can set up a single-shareholder limited liability company in Istanbul to enter the Turkish market, with no Turkish national partner, no local capital requirement, and no special prior approval needed. Additional licensing only comes into play in certain regulated sectors, such as banking or insurance.

Step 1: Choose Your Company Type — LLC or JSC?

The large majority of foreign investors choose between two structures: a limited liability company (LLC) and a joint stock company (JSC). The minimum capital thresholds, updated in January 2024 and still in force as of August 2026, are the first factor in this choice.

For example, an investor moving an e-commerce operation from Dubai to Turkey will typically start with an LLC, given the lower capital threshold and simpler management structure, while a tech startup planning to raise outside investment down the line may prefer a JSC for the flexibility it offers on share transfers. The right structure depends on the business plan.

Step 2: Preparing the Documents

Document preparation is usually the most time-consuming part of the process. For individual shareholders, a notarized Turkish translation of the passport and a potential tax identification number are required. For documents issued abroad to be valid in Turkey, an apostille (a certification confirming a document’s international validity) is required.

If a shareholder is a legal entity, the list grows longer: the foreign company’s certificate of good standing / activity, the resolution of the competent corporate body approving the investment, and any representative appointments must also be apostilled and translated. Consider this scenario: if a Kuwaiti family company is setting up a subsidiary in Istanbul for real estate management, every document issued in Kuwait must first be certified and then translated; a single missing apostille can delay registration by weeks.

Step 3: MERSİS Application and Trade Registry Registration

Once the documents are complete, incorporation is initiated electronically through MERSİS (the Central Trade Registry System). The articles of association are drafted in this system, defining the trade name, registered address, field of activity, capital, and directors. Registration is then finalized by appointment at the Istanbul Trade Registry Directorate. A common pitfall: if the trade name chosen by a two-partner consulting startup from London is too similar to one already on file, MERSİS will not let the application proceed until the name is revised, so it pays to run a name search at the very start.

The moment of registration is a key milestone: the company acquires legal personality at that point, and its formation is announced in the Trade Registry Gazette. Given how busy Istanbul’s registry is, experienced follow-up on appointments and document checks makes a noticeable difference to how quickly the process moves.

Step 4: Tax Registration, Signature Circular, and Bank Account

After registration, the company is registered with the relevant tax office and issued a tax plate. A signature circular (a document showing the authorized representative’s specimen signature and scope of authority) is issued for the director or officers who will represent the company; banks and official institutions require this document for most transactions.

The capital rules differ between the two structures: for a JSC, one-quarter of the cash capital must be blocked in a bank account before registration; for an LLC, there is no blocking requirement at incorporation, and capital is paid in within 24 months. For instance, an investor from Amsterdam setting up a JSC must open the bank account and submit the blocking letter to the registry before registration can proceed.

Post-Incorporation Obligations

The work does not end once the company is formed; the real operational structure is set up at this stage. Certifying the statutory books, setting up an e-notification address, arranging accounting and tax return filing, and, if employees will be hired, SGK (Social Security Institution) workplace registration are the first obligations to handle.

If a foreign shareholder will actually work in the company, that is a separate matter: in that case a work permit must be obtained under International Labor Force Law No. 6735 (2016). For example, a Jordanian partner who will personally run the company they set up in Istanbul must apply for a work permit through the company; a passive investor who only receives dividends as a shareholder is not subject to this requirement.

To sum up, here is what a smooth incorporation in Istanbul looks like:

• Choose the right structure: LLC or JSC, based on capital, ownership structure, and growth plans.
• Prepare complete documentation: apostilles, notarized translations, a potential tax number, and a power of attorney.
• Follow the process in sequence: MERSİS application → trade registry registration → tax registration → signature circular → bank account.
• Plan for what comes after: statutory books, tax returns, SGK registration, and a work permit if needed.

Official information is available through the Presidential Investment Office, and current legislation can be found at mevzuat.gov.tr. Since every investment differs in sector, ownership structure, and tax planning, obtaining an individual legal assessment before incorporation is the soundest approach.