1. Legal Structures: Overview of Company Types
Cooperative Companies
Cooperatives are partnerships with variable partners and capital, established by real or legal persons to meet and protect the economic interests of their members—especially in terms of profession or livelihood—through mutual assistance, solidarity, and financial contribution.
(Cooperatives Law, Art.1)
A cooperative may be established with a minimum of seven partners (no upper limit) and without prejudice to special types. The board of directors must consist of at least three Turkish natural or legal persons who fulfill the legal requirements.
Ordinary Partnerships
An ordinary partnership is a contractual structure in which two or more persons agree to combine their labor or property to achieve a shared goal. If a partnership lacks the specific characteristics of other types of companies, it falls under the scope of the Turkish Code of Obligations as an ordinary partnership.
(Law of Obligations, Art. 620)
Ordinary partnerships do not have legal personality. They can be established with a minimum of two individuals or legal entities, with no maximum partner limit. All partners can be foreign nationals.
2. Company Types Recognized under Turkish Law
| Commercial Companies (TCC) | Ordinary Companies (TCO) |
|---|---|
| Capital Companies (Joint Stock, Limited) | Ordinary Partnerships |
| Sole Proprietorships | |
| Cooperative Companies |
Joint Stock Company (Incorporated Company)
A joint stock company (JSC) is a legal entity with capital divided into shares. Shareholders are liable only up to the value of the capital they have committed.
(Turkish Commercial Code, Art. 329)
- Can be established by one or more real or legal persons
- All shareholders may be foreign nationals
- No requirement for board members to be Turkish citizens or residents
Limited Liability Company (LLC)
An LLC is formed by one or more real or legal persons under a trade name. The capital is defined in shares, and partners are liable only to the extent of their subscribed capital and any additional contractual obligations.
(Turkish Commercial Code, Art. 573)
- Can be formed for any lawful economic purpose
- Limited to a maximum of 50 partners
- All partners and directors may be foreign nationals
- No residency or nationality requirement for directors
Collective Company
A collective company is established by at least two natural persons who are jointly and severally liable for all debts of the company with their entire assets.
(Turkish Commercial Code, Art. 211)
- All partners must be natural persons
- Administrators and representatives may be foreign nationals
Commandite Company
This hybrid model includes general partners (unlimited liability) and limited partners (liability restricted to their capital contribution).
(Turkish Commercial Code, Art. 304)
- General partners must be natural persons
- Limited partners can be legal entities
- All managers and representatives may be foreign nationals
3. Company Establishment Process
Step-by-Step Procedure:
- Create an Entry in MERSIS
Using national IDs (for Turkish citizens) or passport numbers (for foreigners) - Initiate Incorporation via MERSIS & Draft Articles of Association
Interface and contract must be in Turkish - Sign Main Contract at the Trade Registry or Notary Public
- Prepare Signature Declarations of Company Representatives
- Deposit Capital & Pay Competition Authority Share
- 25% of the cash capital must be paid before registration
- The Competition Authority Share is also deposited
- Apply to the Trade Registry Office & Submit Documents
- Register the Company & Publish in the Trade Registry Gazette
4. Post-Registration Obligations
- Create Tax Liability Record
- Obtain Workplace License from the Municipality
- Apply for Other Licenses (Sector-specific)
- Submit Workplace Notification to SSI (Social Security Institution)
- Register with Chamber of Commerce / Industry
- Complete Ministry of Industry E-TUYS Entry (if applicable)
5. Required Documents by Company Type
Joint Stock Company (JSC)
- Articles of Association signed by founders
- Bank receipt for 25% capital payment
- Payment proof of Competition Authority share
- Court-appointed expert valuation report (if in-kind capital)
- No-encumbrance letter from relevant registry (for in-kind capital)
- Proof of annotation for in-kind assets in registries
- Agreements between founders and company (if any)
- Ministry approval (if applicable)
- Acceptance letters from non-shareholder board members
- Real person designation for legal entity board members + notarized resolution
- Signature declarations of authorized representatives
Limited Liability Company (LLC)
- Articles of Association signed by founders
- Acceptance letters from non-shareholder directors
- Real person designation for legal entity directors + notarized resolution
- Court valuation for in-kind capital (if any)
- Registry no-encumbrance letter (for in-kind capital)
- Proof of annotation for in-kind assets in registries
- Founders’ agreements (if any)
- Signature declarations of directors
- Payment proof of Competition Authority share
Cooperative Companies
- Cooperative agreement signed and approved by Trade Registry
- Permission letter from competent authority
- Signature declarations of cooperative representatives
Collective and Commandite Companies
- Notarized company agreement signed by founders
- Signature declarations of authorized representatives
- Valuation report for in-kind capital (Commandite, if applicable)
- Registry no-encumbrance letter for in-kind contributions
- Proof of annotation for in-kind capital (real estate, IP, etc.)