How to Set Up a Limited Liability Company in Turkey: From Articles of Association to Registration, Step by Step

The short answer to how to set up a limited liability company: you determine the shareholder structure and the capital, prepare the company agreement in MERSİS, sign the agreement at the trade registry office, and complete the registration application within 30 days of signing. The formation of a limited liability company is the legal process in which the founders sign, at the registry office, a company agreement in which they unconditionally undertake to pay the entire capital, and have the company registered with the trade registry. The company acquires legal personality upon registration; the tax office and Social Security Institution (SGK) steps begin from this point.

In this article we cover the process solely from the perspective of a limited liability company. For each of the eight steps, we explain what is done, which article of law it is based on and where time is most often lost in the field. If you would like to get to know the company type itself, you can first read our what is a limited liability company article.

What rules govern setting up a limited liability company?

The main text to refer to when setting up a limited liability company is the Turkish Commercial Code (TTK). Under Article 585 of the Code, the company is formed when the founders declare their intention to form a limited liability company in a company agreement drawn up in accordance with the law. For this declaration to be valid, there are two conditions: the entire capital must be subscribed unconditionally, and the agreement must be signed before authorized staff at the registry office.

The details of the procedure are set out in the Trade Registry Regulation. The Ministry of Trade states that the procedures to be carried out at registration and the application documents for forming a limited liability company are regulated in Articles 90 and 91 of the regulation. You can read the text of the Code with its amendments on the Turkish Commercial Code No. 6102 page.

This framework also explains why formation proceeds in a specific order. A signing appointment cannot be made before the agreement is ready, the registration period does not begin before the signature, and no legally binding transaction can be made on behalf of the company before registration.

How many people are needed to set up a limited liability company?

A limited liability company can be set up by one person and can have a maximum of fifty shareholders. Article 573 of the TTK considers one or more individuals or legal entities sufficient as founders, while Article 574 states that the number of shareholders cannot exceed fifty. Shareholders may be Turkish citizens, foreign individuals or a foreign company.

For a single-shareholder formation, the law imposes an additional obligation. The managers must have the fact that the company has a single shareholder, and that shareholder’s name, place of residence and nationality, registered and announced. In practice, this information is entered in the registry together with the formation registration.

When asking how many people are needed to set up a limited liability company, what really matters is not so much the number as the distribution. In a company with two shareholders splitting their shares fifty-fifty, there is a risk of deadlock at the general assembly. For this reason, in equal-share structures we recommend including a provision in the company agreement specifying how decisions will be made in the event of a tie; Article 577 of the TTK allows this.

How to set up a limited liability company: the process in 8 steps

The eight steps below follow the formation flow of a limited liability company with local shareholders. The steps are the same for structures with foreign shareholders; only document preparation takes longer. The output of each step is the input of the next, so keeping the order saves time.

Step 1: Determine the shareholder structure, the manager and the capital

The first task is to put on paper who the shareholders will be, how the shares will be distributed and who will manage the company. Under Article 623 of the TTK, management and representation may be given to one or more shareholders, to all shareholders or to third parties who are not shareholders; however, at least one shareholder must have management rights and representation authority. If a legal entity is chosen as manager, an individual who will perform the role on its behalf is also designated.

On the capital side, the minimum is 50,000 TL. Presidential Decree No. 7887 made this amount applicable to companies established as of 1 January 2024; the Ministry of Trade’s current information also lists the amount as 50,000 TL. The nominal value of capital shares must be at least 25 TL and set in multiples of 25 TL.

Choosing the capital based solely on the legal minimum is not always right. An amount that covers rent, staff and expenses in the first months means the shareholders do not need to keep lending money to the company. If you will contribute capital in kind (a value other than cash, such as real estate, machinery or a trademark), this decision needs to be made at this stage, because the valuation report of a court-appointed expert extends the formation timeline.

Step 2: Choose the trade name and the field of activity

The trade name can be chosen freely, but it must indicate the field of activity and include the phrase “limited şirket” (limited liability company). If the trade name contains the first name or surname of an individual, the phrase indicating the company type cannot be abbreviated. If you have chosen a name very similar to a registered trade name, the registry office may ask for a distinguishing addition.

Under Article 576 of the TTK, the field of activity must be written in a defined manner with its essential points specified. Law No. 6102 abolished the old “ultra vires” rule, which invalidated transactions outside the company’s scope. Still, since banks, tax offices and incentive applications look at the scope clause, writing a text that genuinely describes your activity and also covers lines of business you may add in the future makes things easier.

Step 3: Prepare the mandatory provisions of the company agreement

Article 576 of the TTK lists five provisions that must be expressly included in the company agreement. If one of them is missing, the agreement is not registered:

• The trade name and the place of the company’s registered office
• The field of activity with its essential points specified
• The nominal amount of the share capital, the number and nominal values of the shares, and any privileges and share groups
• The names, surnames, titles and nationalities of the managers
• The form of the company’s announcements

In addition to the mandatory provisions, there are also provisions that are binding only if written into the agreement. Special restrictions on share transfers, pre-emption rights, additional payment obligations, non-compete obligations and grounds for expelling a shareholder fall into this group. Adding them later requires a resolution of the shareholders representing two-thirds of the share capital and a new registration. Writing them at formation is much less trouble.

Step 4: Create the formation application in MERSİS

The formation application is started through the Republic of Türkiye Ministry of Trade MERSİS (Central Registry System) by logging in with an e-Government (e-Devlet) password. The company’s trade name, address, field of activity, capital, shareholders and managers are entered into the system. The company agreement is created using the template in MERSİS; if you have special provisions, they are incorporated into the text at this stage.

When the application is saved, the system generates an application number and shows the trade registry office to visit for signing. If one of the shareholders is a foreigner and does not have a tax identification number in Turkey, a potential tax number must in most cases be obtained before the MERSİS registration. Skipping this step causes the application to stall in the system.

Step 5: Sign the agreement at the trade registry office

Under Article 575 of the TTK, the company agreement is made in writing and signed by the founders in the presence of authorized staff at the trade registry office. Unlike a joint stock company, a limited liability company has no notary certification option; the signature is given at the registry. If a founder is a legal entity, the agreement is signed by the person authorized to represent it.

At the same appointment, the signature declarations of the managers authorized to represent the company are also prepared. The Ministry of Trade emphasizes that the signature declaration must be prepared only at the trade registry office, not at a notary. When going to the appointment, you need to bring the originals of identity documents and, for foreign shareholders, passports and their translations.

Step 6: Complete the registration application within 30 days

The company agreement is registered with the trade registry where the company’s registered office is located within thirty days of the date of signing. This period comes from Article 587 of the TTK, and if it is missed, the process may have to start over. In practice, signing and the registration application are often completed on the same day or a few days apart, provided the file is complete.

The application documents listed by the Ministry of Trade for forming a limited liability company include the following:

• The company agreement signed at the registry office
• A document showing that the Competition Authority fee has been paid (since 1 January 2018, this fee can be paid directly at the trade registry office)
• Written statements of managers who are not shareholders that they accept the role
• If one of the managers is a legal entity, a notarized copy of the competent body’s resolution designating the individual who will act on its behalf
• If there is capital in kind, the expert valuation report and annotation letters obtained from the relevant registry
• If the field of activity is subject to permission, the permission or approval letter of the relevant authority

We cover the full document list and the additional documents required for companies with foreign shareholders in a separate article. What you need to know at this step is that the list varies according to the company structure and that the file must be prepared before the signing appointment.

Step 7: Registration, announcement and opening certification of the books

The registry office examines the file, registers the company, and the formation is announced in the Turkish Trade Registry Gazette. Under Article 588 of the TTK, the company acquires legal personality upon registration with the trade registry. Those who carry out transactions on behalf of the company before the registration date are personally and jointly liable for them; if the company accepts these transactions within three months following registration, the liability passes to the company.

The books are also opened at this stage. Under Article 64 of the TTK, the opening certifications of the books of joint stock and limited liability companies are made by trade registry offices during registration. According to the Ministry of Trade, a limited liability company keeps a share register and a general assembly meeting and minutes book in addition to the books mandatory for all merchants. If you will keep the books electronically, no notary or registry certification is required for opening.

Step 8: Tax office, SGK and initial financial setup

After registration, the formation information is forwarded to the tax office, and the tax office carries out a business start inspection. For the inspection to have a positive outcome, notifications must be receivable at the reported address and it must be evident that the activity is carried out there. Following the inspection, the e-signature or financial seal, Digital Tax Office settings and invoicing system are set up.

No separate application is required on the SGK side. Under Article 11 of Law No. 5510, notification of the company’s formation to the trade registry is deemed to have been made to the Institution, and the registry forwards this notification to SGK within ten days at the latest. If you will hire employees, you must submit the employment start notification for each insured person before work begins.

The company starts operating as a corporate income taxpayer. Under Corporate Income Tax Law No. 5520, corporate income tax is levied on corporate profit at the general rate of 25%. We also recommend noting in your calendar on day one that the subscribed capital must be paid within 24 months following registration.

Requirements for setting up a limited liability company: step-by-step summary table

The requirements for setting up a limited liability company are in fact a list of which authority, which document and which legal basis apply at each of the eight steps. The table below brings this information together at a glance.

The articles in the table were checked against the current text of Law No. 6102 on mevzuat.gov.tr. For the items that make up the cost of formation, see our cost of setting up a company article.

How long does it take to set up a limited liability company?

The law does not set a single total period for formation; what is set is the 30-day registration period after signing. For a company with local shareholders whose documents are ready, the MERSİS application, signing and registration can be completed in a short time. What really determines the duration is the preparation period leading up to the signing day.

The main factors that lengthen preparation are valuation of capital in kind, fields of activity subject to permission and documents coming from abroad. Where a foreign company will be a shareholder, that company’s registry record and the competent body’s resolution are issued in its own country, an apostille is obtained, and a notarized translation is made in Turkey. Planning this chain backward from the formation date prevents the signing appointment from being wasted.

Five mistakes that slow down formation

In the formations we carry out with our clients, the source of delay is often not the authorities but a detail overlooked during preparation. The ones we encounter most often in the field are:

• Choosing all managers from outside the shareholders and overlooking the TTK requirement that at least one shareholder be authorized
• Wanting to use the abbreviation “Ltd. Şti.” even though the trade name contains a person’s name
• Not writing into the agreement what happens in a tie in structures with two equal shareholders
• Trying to obtain the foreign shareholder’s potential tax number after the MERSİS application
• Assuming the 30-day period for the registration application starts on the registration day instead of the signing day

What these mistakes have in common is that all of them can be resolved before sitting down at the signing table. That is why we check the formation file item by item before the signing appointment.

What to consider when setting up a limited liability company with a foreign shareholder

Foreign individuals and legal entities can be founding shareholders of a limited liability company and can also be appointed as managers. The nationality of the managers is written in the company agreement. A shareholder who cannot come to Turkey can carry out the process through a representative with an apostilled and translated power of attorney; however, the power of attorney must expressly cover company formation and signing authority at the registry.

In companies with foreign shareholders, there is one more issue to consider at the same time as formation: the parent company usually requires reporting different from the Turkish books. Setting up the chart of accounts and the reporting calendar according to this need at formation reduces the burden of reconciling two separate sets of statements at the end of the first year. The foreign manager actually working in Turkey, on the other hand, is a permit process separate from formation.

Last updated: 17.10.2026