A foreigner may found a Turkish company alone, own all of it, manage it from abroad and hold Turkish property through it, and the statute says so in a sentence. What the statute also says, in provisions most foreign founders hear about only from their accountant, is that the minimum capital was multiplied by five at the start of 2024, that every company formed before then must raise its capital to the new floor by 31 December 2026 or be treated as dissolved, and that a company in which foreigners hold half or more may acquire property only for the purposes written in its articles. In my files the second of those provisions is the one nobody has read. This page sets out the formation of a limited company and a joint-stock company from the Commercial Code and the Foreign Direct Investment Law as they stand in September 2026, the deadline, the tax the company pays, and the two decisions a foreign founder gets wrong most often: the capital figure and the manager.
Sources, checked 9 September 2026. Turkish Commercial Code No. 6102, Articles 332, 344, 573, 580, 585, 586, 588 and 623 and Provisional Article 15 as added by Law 7511 of 23 May 2024; Presidential Decision 7887 of 24 November 2023 (Official Gazette 32381, 26 November 2023); Foreign Direct Investment Law No. 4875, Article 3 and Additional Article 1 as added by Law 7582 of 21 May 2026; Land Registry Law No. 2644, Article 36; Corporate Tax Law No. 5520, Article 32; Presidential Decision 9286 on dividend withholding.
The two forms, and the capital each needs since 2024
Turkish business is done through two companies. The limited company, the limited şirket, is the form for almost every foreign-owned operating business, holding structure and property company: under Article 573 of the Commercial Code it may be founded by one or more natural or legal persons, its members are not liable for its debts beyond the capital they subscribe, and it may pursue any lawful economic purpose. The joint-stock company, the anonim şirket, is the form for larger enterprises, for companies that expect outside investors and for the few activities the law reserves to it.
The capital floors are in Article 580 for the limited company and Article 332 for the joint-stock company, and both were raised by Presidential Decision 7887 of November 2023, with effect for companies formed from 1 January 2024: the minimum capital of a limited company rose from 10,000 to 50,000 lira, and that of a joint-stock company from 50,000 to 250,000 lira, with 500,000 lira for a non-public joint-stock company that adopts the authorised capital system. The President may raise the limited company floor up to tenfold again. Those are floors, not recommendations; a company that will employ people, rent premises or hold property is usually capitalised well above them, and the figure chosen has consequences for the founder's own work permit, which is the subject of a separate page.
Article 585 contains a detail that distinguishes the two forms at the bank. For a joint-stock company, at least a quarter of the cash capital must be paid in before registration and the rest within two years under Article 344; for a limited company the pre-registration payment rule does not apply, and the capital is paid within the period the articles set, at most two years from registration. A foreign founder of a limited company therefore does not need to move 50,000 lira into a blocked Turkish account before the company exists, which matters when the founder does not yet have a Turkish bank account, a situation described on the bank account page.
The deadline: 31 December 2026, or deemed dissolved
Provisional Article 15 of the Commercial Code, added by Law 7511 in May 2024, is the provision every owner of a Turkish company formed before 2024 needs to have read. Joint-stock and limited companies whose capital is below the new minimum must raise it to the amounts in Articles 332 and 580 by 31 December 2026; otherwise they are deemed dissolved. Non-public joint-stock companies in the authorised capital system with issued capital of at least 250,000 lira must raise their initial and issued capital to 500,000 lira by the same date or are deemed to have left the system. The article removes the usual obstacles: the general meeting that resolves the increase needs no quorum, decides by a majority of the votes present, and privileged shares cannot be used against the resolution. The Ministry of Trade may extend the deadline twice, by one year each time; as at the date of this page no extension has been published, and a foreign owner should plan on the statutory date.
The consequence is not a fine. A company deemed dissolved enters liquidation, loses the capacity to trade, and its property, including any real estate it holds, must be dealt with in the liquidation. For a foreign owner who formed a limited company in 2015 with the then-minimum of 10,000 lira to hold a flat in Alanya and has not looked at it since, the deadline is the difference between a company and a liquidation file. The capital increase itself is a registry transaction: a general meeting resolution, an amendment to the articles, payment of the increase, and registration, each of which a foreign owner can do through a power of attorney of the kind described on the power of attorney page.
Who may own it, and who may manage it
Article 3 of the Foreign Direct Investment Law is the foreign founder's charter. Direct investment by foreign investors in Turkey is free unless an international agreement or a special law provides otherwise; foreign investors are treated equally with domestic ones; their investments may not be expropriated except for a public purpose and against compensation; their net profits, dividends, sale and liquidation proceeds and similar payments are freely transferable abroad through banks; disputes may go to national or international arbitration where the conditions are met; and work permits for foreign personnel employed in the company are issued by the Ministry of Labour. There is no approval, no minimum foreign investment, no local partner requirement and no sector list for the ordinary company; sectoral licences apply to everyone.
Ownership is therefore simple: one foreign natural person or one foreign company may hold all the shares. Management is where foreign founders make their first mistake. Under Article 623 the limited company is managed and represented by one or more managers, who may be members or outsiders, but at least one member must have management and representation authority; a foreign sole member who wishes to be the only manager may be, and a foreign sole member who appoints a Turkish outsider as sole manager has breached Article 623 unless the member also holds authority. A legal person may be a manager, acting through a natural person it designates. Nothing in the Code requires a manager to be Turkish or resident in Turkey, but a foreign manager who actually works in Turkey needs a work permit, and a manager abroad needs a Turkish tax number and a way to sign, which in practice means a power of attorney for registry filings and a bank mandate.
The formation itself is a registry act. Under Article 585 the articles of association are signed before authorised registry staff, or before a notary, by the founders or their attorneys; under Article 586 the managers apply to the trade registry of the company's seat with the articles and the document naming the representatives, and the application states each member's name, domicile and nationality and each member's capital share; under Article 588 the company acquires legal personality on registration, and persons who acted for it before registration are personally and jointly liable unless the company adopts the acts within three months. A foreign founder needs, before the appointment, a Turkish tax number, a passport translated and certified, and, if founding through a foreign company, that company's registry extract and board resolution, apostilled and translated. The whole sequence is measured in days once the documents are right and in months when they are not.
What the company pays
The company pays corporate tax on its profits at twenty-five per cent under Article 32 of the Corporate Tax Law, and its distributions to a foreign shareholder carry dividend withholding at fifteen per cent under Presidential Decision 9286, reduced where a treaty provides a lower rate, which the treaties with most Western states do for substantial holdings. The shareholder's home country then taxes the dividend under its own rules with credit for the Turkish withholding. A company that pays no dividend pays no withholding, which is why holding structures accumulate.
Two further layers apply to particular companies. A company that holds and lets property pays corporate tax on the rent rather than the individual regime described on the landlord page, charges VAT on commercial rent, and loses the residential rent exemption and the five-year capital gains rule that individuals enjoy, a trade-off set out on the selling page. And a company established from 2026 as a qualified service centre under Additional Article 1 of the Foreign Direct Investment Law, added by Law 7582, which serves a group of related companies operating in at least three countries and earns at least eighty per cent of its revenue from foreign related companies, falls under a regime designed for regional headquarters and shared-service operations; its terms deserve their own page.
Holding property through the company: Article 36
A company with foreign shareholders may hold Turkish real estate, but under a rule of its own. Article 36 of the Land Registry Law provides that companies established in Turkey in which foreign natural persons, foreign legal persons or international organisations hold fifty per cent or more of the shares, or have the right to appoint or remove a majority of the managers, may acquire and use immovable property and limited real rights in order to carry out the activities stated in their articles of association. The same rule applies where such a company holds fifty per cent or more of another Turkish company that owns property, where foreign investors acquire fifty per cent or more of a property-owning domestic company, or where a share transfer takes an existing foreign-owned company's foreign shareholding to fifty per cent or more. Acquisitions in military forbidden and security zones require the permission of the General Staff or the commands it designates, and acquisitions in special security zones the permission of the governorate, the test being the acquisition's compatibility with national security. Property acquired or used contrary to the article is liquidated if the owner does not dispose of it within the period the Ministry sets, and the proceeds are paid to the owner. Companies below the fifty per cent threshold acquire property as domestic companies do.
The practical meaning for a foreign founder is that the property company's articles must describe an activity the property serves, that the governorate reviews the acquisition against those articles and monitors use afterwards, and that a company formed "for general trade" that buys a villa for the owner's holidays has bought it contrary to Article 36. The nationality restrictions that apply to a foreign individual under Article 35, described on the nationality and zones page, are replaced for the company by this activity test, which is why the company route is sometimes used by nationals who cannot buy directly, and why the governorate reads such files carefully.
The founder's checklist
| Decision or step | The rule | Source |
|---|---|---|
| Form | Limited company for most purposes; joint-stock for outside investors or reserved activities | Commercial Code Art. 573, 332 |
| Capital | At least 50,000 lira (limited) or 250,000 lira (joint-stock) for companies formed from 1 January 2024 | Art. 580, 332; Decision 7887 |
| Existing company below the floor | Raise to the floor by 31 December 2026 or be deemed dissolved; no quorum for the resolution | Provisional Art. 15 |
| Paying the capital | Joint-stock: a quarter before registration, rest within two years; limited: per the articles, within two years | Art. 344, 585 |
| Ownership | One or more persons of any nationality; no approval, no local partner | Art. 573; Law 4875 Art. 3 |
| Management | One or more managers; at least one member must hold authority; no nationality requirement | Art. 623 |
| Registration | Articles signed before registry staff or a notary; application by all managers; personality on registration | Art. 585, 586, 588 |
| Tax | 25% corporate tax; 15% dividend withholding, treaty rates where lower | Corporate Tax Law Art. 32; Decision 9286 |
| Property | Foreign-majority companies acquire only for the activities in their articles; zone permissions; liquidation otherwise | Land Registry Law Art. 36 |
| Repatriation | Profits, dividends and sale proceeds freely transferable through banks | Law 4875 Art. 3(c) |
Whose side we are on, and how we are paid
The formation agents who advertise a Turkish company "in three days" are paid per formation, and the minimum capital they propose is the minimum because it is the fastest. The accountant who inherits the company is paid monthly whether the capital is right or not. Neither is paid to tell you that the 10,000-lira company you formed in 2019 is deemed dissolved on 1 January 2027 unless someone files an increase, or that the villa you plan to buy through the company is outside its articles.
We take no commission from formation agents, banks, accountants or property sellers, in any form, on any file. The fee you pay us is our only income from your matter, and it does not depend on the company being formed. Because our position does not move with the formation, telling you that a company is the wrong vehicle for your purpose, or that the manager you have chosen breaches Article 623, costs us nothing to say.
One boundary, stated plainly. We are lawyers, not licensed investment advisers and not accountants. We do not keep the books, file the returns or advise on the commercial merits of the business. What we protect is the legal position: the form, the capital, the articles, the management structure, the registry filings and the property rule.
Before you sign the articles
Send us what the company is for, who will own it, who will run it and whether it will hold property. We will tell you which form fits, what capital it needs and when it must be paid, how the management must be structured for a foreign owner, what the articles must say if property is involved, and, for an existing company, whether the 31 December 2026 deadline applies to it. Our company work is described on the company formation page.
What this page does not settle
The founder's own work permit and residence, the employment of staff, the incentive regimes for manufacturing and technology, free zones, and the qualified service centre regime each have or will have their own page. Sectoral licences, the branch and liaison office alternatives, and the taxation of the shareholder at home are separate subjects.
