Setting up a company in Türkiye as a foreign business: subsidiary, branch or liaison office

In short

• Three structures are available. A subsidiary (a limited or joint stock company) is a separate Turkish legal entity. A branch is part of the foreign company and is registered at the Turkish trade registry. A liaison office may not trade at all and needs a permit from the Ministry of Industry and Technology.
• A foreign company may own 100% of a Turkish company. Turkish law treats foreign investors the same as Turkish investors (Law No. 4875, Art. 3). A limited or joint stock company needs no Turkish partner or director. A branch must have a commercial representative who lives in Türkiye.
• Minimum capital. For companies established on or after 1 January 2024: TRY 50,000 for a limited company (limited şirket, Ltd.), TRY 250,000 for a joint stock company (anonim şirket, A.Ş.), and TRY 500,000 for a non-listed joint stock company that uses the registered capital system.
• Parent company documents are the slowest part. Commercial register extracts from abroad, board resolutions and powers of attorney usually need an apostille, a sworn translation into Turkish and notary certification of the translation.
• Registration runs through MERSİS, the central registry system, and the trade registry office (ticaret sicili müdürlüğü) where the registered office will be.
• Travel is not required if the foreign company gives a properly drafted power of attorney.
• Tax is outside this guide. Involve a Turkish certified public accountant (mali müşavir) before choosing the structure. It is essential that the lawyer and the accountant act together and can communicate directly with the foreign company's officers.

Subsidiary, branch or liaison office?

The three structures differ mainly in who is liable, whether the Turkish unit may trade, and who must approve it.

Branch. A foreign company may open a branch, which is registered "like a domestic business" at the trade registry (Turkish Commercial Code (TTK) Art. 40/4). The branch needs a fully authorised commercial representative (ticari mümessil) with a residence in Türkiye. Because the branch is not a separate legal entity, the parent answers with all of its assets for the branch's contracts, employees and debts.

Liaison office. The Ministry of Industry and Technology may allow a foreign company to open a liaison office on condition that it does no commercial activity in Türkiye. The first permit is given for a maximum of three years, for the activities declared in the application. Extensions run for periods set by activity type: five years for representation and hosting, supplier inspection, technical support, and information gathering, and ten years for a regional management centre. Offices set up only for market research or promotion cannot have their permits extended. The Ministry decides complete applications within 15 working days. If an office does business, the permit can be cancelled (Regulation on the Implementation of the Direct Foreign Investment Law, Arts. 6–8).

Limited company or joint stock company?

Both forms are available to foreign shareholders. The practical differences are summarised below.

Minimum capital: the current amounts. Presidential Decision No. 7887 (Official Gazette 25 November 2023) raised the minimums from TRY 10,000 to TRY 50,000 for limited companies and from TRY 50,000 to TRY 250,000 for joint stock companies. The minimum for the registered capital system rose from TRY 100,000 to TRY 500,000. The new amounts apply to companies established from 1 January 2024.

Older companies. Companies set up with lower capital must raise it. A Ministry of Trade communiqué of 17 October 2026 (Official Gazette No. 33403) extended the deadline from 31 December 2026 to 31 December 2027. Worth checking when buying an existing company.

Share transfers in a Ltd. The notarial step and the partners' approval are a common surprise for foreign groups that restructure. A transfer of shares in a Ltd. is not valid until the general assembly approves it (unless the articles provide otherwise), and the partners may refuse approval without giving reasons if the articles do not say otherwise. A group that expects to move shares or bring in an investor may regulate approval in the articles or choose a joint stock company.

One-person companies. A single foreign parent can be the only shareholder of a Ltd. or an A.Ş.; the registry then records the sole shareholder's name, residence and nationality (TTK Arts. 338 and 574).

Management. Neither form requires a Turkish citizen as manager or director. Foreign managers do need the right to work and a signing authority that banks and notaries accept. See Foreign managers in a Turkish company: signing authority, work and residence permits.

Not ready to set up a company?

Some businesses sell through a local distributor or agent first and incorporate later. See Distributor, agent or subsidiary? Entering the Turkish market without incorporating.

Documents from the parent company

A foreign parent that becomes a shareholder or opens a branch must prove in Türkiye that it exists and that its representatives are authorised. The usual documents are:

• Commercial register extract and certificate of good standing from the home state (for a Dutch, Belgian or German company, the register extract). The liaison office regulation asks for an activity certificate (faaliyet belgesi); the trade registry asks for a current record showing that the parent is active.
• Articles of association of the parent, in a certified copy (for a branch).
• Board resolution of the parent to set up the subsidiary or branch, naming those who act in Türkiye.
• Specimen signatures or signing authority (imza sirküleri) of the people who sign for the parent, proven by the register extract or a notarial deed.
• Power of attorney (vekaletname) for the person who will deal with the Turkish authorities.
• For individuals who will be partners, managers or directors: a passport, translated into Turkish with notarised translation. A Turkish tax number is also needed; it can be created as a "potential tax number" in MERSİS during formation, so a foreign individual does not need to visit a tax office first.

Apostille. The Netherlands (in force 8 October 1965), Germany (13 February 1966), Belgium (9 February 1976) and Türkiye (29 September 1985) are all parties to the 1961 Hague Apostille Convention. Consular legalisation is therefore not needed between them. Each document is apostilled in the state that issued it, by the authority designated there. Turkish authorities cannot apostille a foreign document.

Translation and notary. After the apostille, a sworn translator (yeminli tercüman) translates the document into Turkish and a Turkish notary certifies the translation. Names must be spelled exactly as in the passport; one-letter differences cause delays.

Step by step: from tax number to trade registry

The steps below describe the usual route for a Ltd. or A.Ş. with a foreign corporate shareholder. The order can vary with the trade registry office.

1. Tax number and MERSİS record. Every foreign founder, whether an individual or a company, needs a tax number. MERSİS can generate a potential tax number during formation. A foreign individual or company that is not yet in MERSİS is first entered with an identification form and the supporting documents.
2. Articles of association in MERSİS. The founders prepare the articles of association (ana sözleşme) in MERSİS: name, registered office, objects, capital, shares, managers or board, and who represents the company. The name should be checked for availability and conflicts first.
3. Signing at the trade registry. For a Ltd., the articles must be signed by the founders before authorised staff of the trade registry office (TTK Art. 575). For an A.Ş., signatures are certified either by the registry or by a notary. A founder who cannot attend signs through an attorney-in-fact.
4. Capital. For a joint stock company, at least 25% of cash capital must be paid before registration and the rest within 24 months after registration (TTK Art. 344). For a Ltd., the 25% pre-registration payment requirement does not apply (TTK Art. 585, as amended in 2018), although the articles may provide for it. The payment rules for joint stock companies otherwise apply to a Ltd. by analogy, so in a Ltd. too the remaining cash capital is paid within 24 months after registration. Shares are paid into a bank account in Türkiye.
5. Competition Authority contribution. On formation of a Ltd. or A.Ş., a contribution of 0.04% of the capital (four in ten thousand) is payable to the Competition Authority (Law No. 4054). Since Communiqué No. 2024/2 (Official Gazette of 1 October 2024), it can also be paid, as an additional option alongside the existing payment routes, through the MERSİS interface and the fee tracking system (HTS). The receipt must be submitted with the registration file, and without it the company is not registered.
6. Registration file. The file contains the application, the articles, the identity and translated documents of the founders and managers, the parent's documents, specimen signatures of the persons who will represent the company, for an A.Ş. with cash capital, the bank letter confirming the pre-registration capital payment, and for a Ltd. the corresponding evidence where a payment before registration is required or has been made (TTK Arts. 344–345 and 585) and the Competition Authority receipt. The file goes to the trade registry directorate with jurisdiction over the place where the company's registered office is located. The Antalya province has separate directorates, for example in Alanya, Manavgat and Kumluca, so jurisdiction follows the address of the registered office, not the province as a whole; the Antalya Trade Registry Directorate (Antalya Ticaret Sicili Müdürlüğü) operates within the Antalya Chamber of Commerce and Industry (ATSO). The current document list should be checked before filing.
7. Registration and announcement. The company acquires legal personality on registration. The registration is then announced in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicili Gazetesi, TTSG).
8. Bank account, books and tax office. The company opens a bank account. The electronic and physical book system that applies from formation is completed: for companies established from 1 January 2026, the share ledger and the general assembly minute book are opened in the electronic ledger system (ETDS) together with registration, and the other books follow the applicable accounting and certification rules (TTK Art. 64). The tax office checks that the business exists at its stated address (yoklama). Companies with foreign capital and branches also report to the Ministry of Industry and Technology through its electronic system (E-TUYS). The accountant normally handles these steps.

For a branch, the foreign company applies to the trade registry of the place where the branch will be (Trade Registry Regulation Arts. 122–123). The file contains the parent's documents, the board decision to open the branch, and the proof of authority and signature declarations of the commercial representative.

Doing it without travelling to Türkiye

Most of the work can be done from abroad. A lawyer in Türkiye can act on a power of attorney that is signed:

• at a Turkish consulate in the Netherlands, Belgium or Germany, which prepares the document in Turkish; or
• before a notary in the home state, then apostilled, translated into Turkish by a sworn translator and certified by a Turkish notary.

The power of attorney should list each act: signing the articles, filing the registration, obtaining the tax number, paying capital, and opening and operating the bank account. Turkish registries and notaries often reject very general wording.

Practical limits. Banks must identify the company, its representatives and its beneficial owners under the anti-money-laundering rules. Depending on the bank, this can be done remotely or may require a visit. For work and residence permits the route depends on the foreigner's situation: stages that an employer or lawyer can handle exist alongside steps at a Turkish mission abroad, and a personal appearance may be needed because of an appointment or a request by the authority. The branch representative must live in Türkiye.

After registration

Registration starts the ongoing legal work: yearly corporate and reporting duties, signing authority and permits for foreign managers, and group contracts and data transfers.

• Yearly obligations: Running a foreign-owned company in Türkiye: yearly legal obligations
• Foreign managers: Foreign managers in a Turkish company: signing authority, work and residence permits
• Group agreements and data: Intra-group agreements and personal data transfers for Turkish subsidiaries

Tax: where this guide stops

This guide does not cover tax. The choice of structure, the capital, intra-group payments and any free zone or incentive have tax consequences. These questions belong to a Turkish certified public accountant (mali müşavir) or tax adviser, who should be involved before the structure is decided.

How long it takes and what it costs

Time. The documents from abroad usually take longest (extracts, apostilles, translations, certification), and this can start at once. In practice, once the file is complete, registration itself is often a matter of days to a few weeks, but no one can guarantee a fixed period. For a liaison office, the Ministry decides complete applications within 15 working days (Regulation Art. 6).

Cost items. Amounts vary by place and provider:

• the capital itself, which stays in the company's bank account;
• the Competition Authority contribution (0.04% of the capital);
• trade registry service fees, chamber registration fees and the Trade Registry Gazette announcement (the formation of limited and joint stock companies is exempt from the fees in the Fees Law, Law No. 492, Art. 123; branch transactions are assessed separately);
• notary fees (translations, signatures, powers of attorney);
• apostille and sworn translation costs, at home and in Türkiye;
• a certified public accountant for tax registration, books and bookkeeping.

Antalya

In Antalya, a company is registered at the trade registry directorate with jurisdiction over its registered office; the province has separate directorates in places such as Alanya, Manavgat and Kumluca. Businesses that produce or export may also consider the Antalya Free Zone or the Antalya Organised Industrial Zone, and some investments qualify for incentives. The differences are explained in Setting up in Antalya: free zone, organised industrial zone and investment incentives.