How Foreigners Can Set Up a Company in Turkey: Power of Attorney, Apostille, Registration

A foreigner setting up a company in Turkey means foreign nationals, or companies established under the laws of a foreign country, registering one of the company types in the Turkish Commercial Code under the same rules as Turkish investors. The backbone of the formation does not change; what changes is that every document prepared abroad must be made valid in Turkey, and that notifications specific to foreign capital begin after registration.

We explained the general formation sequence in our how to set up a company guide. In this article we cover only the links added to the foreign shareholder’s file: the power of attorney, the apostille, the potential tax identification number, bringing in capital from abroad and the foreign capital notification made through E-TUYS.

Which companies can foreigners set up in Turkey?

Foreigners can set up any type of company listed in the Turkish Commercial Code. Invest in Türkiye lists five company types and notes that foreign investors most often choose the joint stock company and the limited liability company. The choice of type is no different from a domestic entrepreneur’s decision; liability, capital and management structure are weighed by the same criteria.

The legal basis is Article 3 of Law No. 4875. The article states that making foreign direct investment in Turkey is free and that foreign investors receive equal treatment with domestic investors. So there is no separate formation permit, no requirement for a domestic shareholder and no higher capital requirement for a foreign shareholder.

Setting up a company is not the only option either. A company abroad can open a branch in Turkey; under Article 40 of the Turkish Commercial Code, a fully authorized commercial representative residing in Turkey is appointed for this branch. For a structure that will not carry out commercial activities, there is a liaison office permit. This article describes the route of setting up a new capital company.

Why does setting up a foreign company count as foreign direct investment?

Setting up a foreign company falls within the definition of foreign direct investment in Article 2 of Law No. 4875. The law counts setting up a new company or opening a branch with assets brought from abroad, such as convertible cash, machinery or intellectual property rights, within this scope. Becoming a shareholder in an existing company by acquiring shares is also included in the definition.

There is an often-overlooked aspect of the definition: the law also treats Turkish citizens residing abroad as foreign investors. When a Turkish citizen living in Germany sets up a company in Turkey, the company may fall within the scope of this law, and the post-registration notification obligations may apply to them as well.

Foreigners setting up a company in Turkey: the process in 7 steps

The seven steps below show the order in which shareholders can complete the formation without coming to Turkey, or by coming only on the signing day. The order is built so that the longest task comes first.

Step 1: Decide on the structure and who will be in Turkey

The first decision is the company type and the amount of capital. The second decision is more practical: which shareholders and managers will be in Turkey on the signing day, and who will act through a proxy? This answer determines which documents will be prepared abroad and the scope of the power of attorney.

A signature declaration is also prepared for the manager who will be authorized to represent the company. The Ministry of Trade states that this document is prepared only at the trade registry office, not at a notary. Planning the foreign manager’s schedule around this appointment solves the most frequently postponed step of the formation from the outset.

Step 2: Put foreign documents through the certification chain

Under Article 32 of the Trade Registry Regulation, all documents supporting registration must be in Turkish. A document issued in a foreign country is certified by a Turkish consulate or under the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (Apostille Convention). It is then submitted to the registry office with a notarized Turkish translation.

For an individual shareholder, the key document is the passport; Invest in Türkiye notes that a notarized translation of the passport is required. For a corporate shareholder, the chain is longer: a certificate of good standing obtained in the company’s own country, a resolution of the corporate body containing the decision to set up a company in Turkey and, if the corporate shareholder will sit on the board of directors, a resolution designating the individual who will represent it are required.

Step 3: Have the power of attorney drafted transaction by transaction

A shareholder who cannot come to Turkey carries out the formation through a proxy. The power of attorney can be executed before a notary in the shareholder’s country and apostilled, or prepared at the Turkish consulate in that country. In both cases, the Turkish translation of the text and its notarization go into the file.

The strength of a power of attorney comes from the transactions it lists. We recommend listing each transaction separately, such as signing the articles of association, carrying out MERSİS transactions, obtaining the potential tax number, opening a bank account and depositing the capital. Banks and tax offices often do not accept a power of attorney with general wording.

Step 4: Obtain the potential tax identification number

Shareholders and managers who are not Turkish citizens need a tax identification number before formation. For this number, the Revenue Administration (GİB) offers the “Potential Tax Identification Number Application for Foreigners” screen in the Digital Tax Office; the application can also be made at a tax office.

According to Invest in Türkiye, this number is required to open the bank account into which the capital will be deposited. For an application made through a proxy, a special power of attorney expressly listing this transaction is required. We cover in detail how the number is obtained in a separate guide.

Step 5: Open the capital account and bring in the capital

The capital is deposited into a bank account opened in the name of the company in formation. Law No. 4875 counts it as part of the definition that cash capital brought from abroad must be in a convertible currency bought and sold by the Central Bank of the Republic of Turkey. Keeping the transfer receipt and exchange rate information for the accounting entry makes it easier to reconcile the capital account in the first balance sheet.

According to Invest in Türkiye, in a joint stock company at least 25% of the committed capital is paid before registration and the remaining 75% within two years. In a limited liability company, the capital can be paid within 24 months following formation. According to the same source, the formation steps also include depositing 0.04% of the capital into the Competition Authority account.

Step 6: MERSİS, signing and registration

The formation application is created in MERSİS and the articles of association are submitted for the shareholders’ approval. The foreign shareholder’s identity details are entered in MERSİS with the passport and tax identification number; so the first name and surname in the translation must match the passport letter for letter. At the signing appointment, the proxy brings the original power of attorney and its certified translation.

After registration, the formation announcement is published in the Turkish Trade Registry Gazette, the opening certification of the books is done and the tax office carries out the commencement of business inspection. These steps are the same as for domestic companies.

Step 7: Start the foreign capital notification in E-TUYS

The main obligation that distinguishes a company with foreign shareholders from a domestic company comes after registration. Under the Implementing Regulation of the Foreign Direct Investment Law, companies within the scope of the law report information to the Ministry of Industry and Technology through E-TUYS (Electronic Incentive Application and Foreign Capital Information System). For this, a user must first be authorized.

What preparation is required for the foreign capital notification?

For authorization, the company must have a registered e-mail (KEP) account and the person performing the transactions must have a qualified electronic certificate. Under Article 10 of the Regulation, a Turkish-language undertaking is executed before a notary for each user. If the undertaking is signed abroad, it too must bear consular certification or an apostille.

Once the authorization is approved, the clock starts. The investor, shareholder list and any affiliate information are entered into the system within one month at the latest; the activity information form is completed every year by the end of May. Events such as capital changes and share transfers are also subject to separate notification periods. We explained how the system works and user management in our E-TUYS guide.

Apostille or consular certification?

If the country where the document was issued is a party to the Apostille Convention, an apostille obtained from that country’s competent authority is sufficient. If not, the document is certified at the Turkish consulate in that country. The Trade Registry Regulation accepts both routes.

In practice, the decision depends on the country and the type of document. While an apostille can be obtained within a few days in one country, another country may first require a local notary and then ministry approval. That is why we list, at the very start, the issuing country and the certifying authority for each document.

Certification does not replace translation. After the apostilled document arrives in Turkey, it is translated by a sworn translator and the translation is notarized. A translation made in Turkey does not make up for a missing apostille; the chain always runs from the country where the document originated toward Turkey.

Documents and legal basis for forming a company with foreign shareholders

The table below shows together the documents added to a domestic formation when forming a company with foreign shareholders, where they are prepared and their legal basis.

You can find an English summary of the steps in the table in Invest in Türkiye’s company formation guide (Establishing a Business) . We recommend this page to our foreign shareholders so that they can see the counterpart of the Turkish file in their own language.

What changes after a company with foreign capital is set up?

After formation, a company with foreign capital is subject to the same tax, accounting and payroll rules as a domestic company. Three matters differ: foreign capital notifications, profit transfers and work permits for foreign staff.

On profit transfers, Article 3 of Law No. 4875 states that net profit, dividends, and sale and liquidation proceeds can be freely transferred abroad through banks. Free transfer does not mean that the profit is outside taxation; distributed profit is assessed separately under Turkish tax legislation.

On employment, the same article states that work permits for foreign staff who will work in companies within the scope of the law are granted by the Ministry of Labor and Social Security. Being a shareholder in a company does not by itself give the right to work in Turkey. We listed the application file for a foreigner who will hold a position in the company item by item in our documents required for a work permit for foreign nationals article. A residence permit is also a separate application.

Five hold-ups we often see in practice

The problems that delay formation in files with foreign shareholders are usually not legal but document-related. The ones we encounter most often are:

• The power to open a bank account and deposit capital not being written into the power of attorney, and the proxy being turned away at the bank
• The corporate shareholder’s certificate of good standing being reissued after, rather than before, the apostille, and the dates not matching
• A shareholder with two surnames in the passport being written differently in MERSİS and in the translation
• The capital being sent from the shareholder’s personal account without the name of the company in formation appearing in the payment description
• E-TUYS authorization being remembered months after registration and the notification calendar starting late

Each of these hold-ups can shift the timeline by weeks. Checking document by document before the signing appointment is the cheapest solution.

Is it possible to manage the formation from your own country?

In most structures, yes. The documents are prepared and certified in your own country, and your proxy handles the potential tax number, bank account and MERSİS transactions in Turkey. However, since the signature declaration for the manager who will be authorized to represent the company is prepared at the trade registry office, this person may need to be in Turkey for an appointment.

Last updated: 17.10.2026