Joint Stock Company Incorporation in Türkiye

The incorporation of a joint stock company is a chain of successive transactions extending from the drafting of the articles of association to registration with the trade registry. We address the position of the founders, the capital and permission requirements, the documents to be submitted to the registry and the chamber, and the costs of incorporation.

The manner in which joint stock companies are to be incorporated is governed by Articles 329 et seq. of the Turkish Commercial Code No. 6102. In legal terms, incorporation describes the process of completing all of the transactions required by the Code for the legal personality of the company to come into existence. The Code envisages a chain of transactions beginning with the drafting of the articles of association and extending to registration, and each link in that chain must be completed in full.

In principle, the declaration of intention of the founders suffices for a joint stock company to be incorporated; the acquisition of legal personality by the company, by contrast, depends on its registration with the trade registry. As a rule, incorporation procedures are not made subject to any permission. In certain fields of activity, however, the permission of the Ministry of Customs and Trade may be required for the joint stock company to be incorporated; this constitutes the exception to the general rule.

The figures give an indication of how common the process is: the number of companies and cooperatives incorporated in 2024 was 30,292, of which 3,335 were joint stock companies. Those companies accounted for 23.2% of the total capital. Below we address, beginning with the legal nature of the joint stock company, the stages of incorporation, the documents required, the cost items and the matters to be observed during the process.

The Legal Nature and Basic Features of the Joint Stock Company

The Turkish Commercial Code No. 6102 defines the joint stock company as a commercial company whose capital is fixed and divided into shares and which is liable for its debts with its assets alone. The Code places this company within the category of a capital company. In practical terms this means that the shareholders are liable for the debts of the company not with the whole of their assets but only to the extent of the capital share they have undertaken. The principle of limited liability thus applies in joint stock companies.

Management in a joint stock company rests on the principle of majority. Securities such as shares and bonds may be issued through this type of company. Depending on the number and composition of the shareholders, sub-forms emerge such as the family joint stock company, the publicly held joint stock company, the holding company or the global joint stock company.

A multi-shareholder structure is not a requirement for the incorporation of a joint stock company; incorporation by a single person is also possible. The decisive point here is that the share capital must stand at no less than TRY 250,000. In joint stock companies that adopt the registered capital system and are not publicly held, this lower limit is applied as TRY 500,000. Where the number of shareholders exceeds 250, the company falls within the scope of the Regulation of the Capital Markets Board.

Share certificates may be issued in registered or bearer form. In the case of bearer certificates, transfer takes place by the transfer of possession. In the case of registered certificates, transfer requires endorsement together with the transfer of possession. Save in exceptional cases, the transfer of shares in joint stock companies may not be restricted; nor is the transfer of shares subject to registration and announcement.

Share certificates perform an important function in proving shareholding and in facilitating legal transactions concerning the shares. Where the rights arising from being a shareholder in a joint stock company are embodied in a certificate, those rights can no longer be asserted independently of the certificate or transferred to third parties.

A share need not, however, be embodied in a certificate. Shares not so embodied are known as uncertificated shares. In such a case the transfer of the shareholding is effected in accordance with the provisions on the assignment of claims.

The Organs of the Joint Stock Company

A joint stock company has two fundamental organs: the General Assembly and the Board of Directors. Alongside these there may also be an Auditor; the auditor is not, however, regarded as a mandatory organ of the joint stock company.

The general assembly is attended by the shareholders and by directors and auditors who do not hold the status of shareholder. The power to decide on such matters as the election, removal and discharge of the members of the board of directors, the increase or reduction of capital and amendments to the articles of association belongs to this organ. General assembly meetings are divided into ordinary and extraordinary meetings, and the manner in which those meetings are held is subject to a special procedure laid down in the Code.

The board of directors, for its part, is responsible for the management and representation of the company. The power to take decisions on every matter that does not fall within the remit of the general assembly lies with the board of directors.

Representation and Signature Authority

Representation of the company is a task of the board of directors. The board of directors also determines who is to have authority to sign on behalf of the joint stock company, in other words who is to hold the power of representation.

If the board of directors consists of more than one member and the articles of association contain no provision to the contrary, the power of representation is exercised by joint signature of two persons.

Company Headquarters and the Use of a Virtual Office

Joint stock companies are required to notify an address as their headquarters. The reason for this is that the legal address is a fundamental element in the establishment of tax liability. The headquarters is, moreover, among the mandatory elements that must appear in the articles of association.

A virtual office is a low-cost office solution that removes the need to maintain physical premises. Joint stock companies may also make use of a virtual office and notify that address as their headquarters. In tax inspections, however, the representative of the company is required to be present in person at the virtual office address that has been notified.

Founders of a Joint Stock Company

Natural and legal persons who subscribe for shares and sign the articles of association hold the status of founder. For a joint stock company to be incorporated there must be at least one founder holding the position of shareholder.

Who May Be a Founder and Their Liability

The incorporation of joint stock companies by a single person is possible; the Code lays down no minimum number of founders. The status of founder is available to legal persons as well as to natural persons. Where the obligations arising from the Code and from the articles of association are breached through fault, the Turkish Commercial Code No. 6102 holds the founders liable for the resulting damage towards the creditors of the company as well as towards the company and the shareholders.

Beyond this, the Code also regulates special cases of liability. Documents submitted during incorporation not reflecting the truth, or the share capital not being paid in, may be given as examples of such cases of liability.

Incorporation by Foreign Natural Persons

There is no legal obstacle to foreign nationals incorporating a joint stock company in Türkiye. Indeed, the Foreign Direct Investment Act No. 4875 has placed foreigners on an equal footing with Turkish citizens as regards the incorporation of companies, and has even afforded them certain enhanced safeguards. The aim of this approach is to encourage foreign investment.

Incorporation of a Joint Stock Company in Türkiye by Foreign Companies

It is likewise possible for foreign companies to incorporate a joint stock company in Türkiye. For foreign legal persons, however, the process is subject to a more detailed procedure and the number of documents required increases. Documents obtained from abroad must be notarised and must bear an apostille.

Stages of Incorporation

The legislation describes incorporation as follows: in articles of association drawn up in accordance with the Code and with signatures certified by a notary, the founders declare their intention to form a joint stock company by unconditionally undertaking to pay the whole of the capital; the company is incorporated by that declaration.

Proceeding from this definition, for a joint stock company to be incorporated the articles of association must first be prepared in accordance with the legislation and signed by the founders with their signatures certified by a notary. The share amounts must then be paid under the prescribed conditions and, for companies that will operate in a field of activity subject to permission, ministerial permission must be obtained. Although the declaration of intention of the founders suffices for incorporation, once these stages have been completed the company will acquire legal personality upon being registered with the trade registry and announced.

Preparation of the Articles of Association

The articles of association of a joint stock company are the incorporation agreement, drawn up in writing, in which the signatures of all the founders must be certified by a notary. The articles of association are the text that forms the backbone of the company.

The following matters must appear in the articles of association as a mandatory requirement:

The trade name of the company and the place where its headquarters is to be situated
The business purpose of the company
The amount of the capital, the nominal value of each share and the form and conditions in which these are to be paid
Whether the share certificates are to be issued in registered or bearer form
The privileges to be attached to particular shares
The restrictions relating to transfer
The benefits to be conferred out of the profits of the company on the founders, the members of the board of directors and other persons
The number of members of the board of directors and which of those members are authorised to sign on behalf of the company
The procedure to be followed in convening the general assembly
Voting rights
Where the company is limited to a fixed term, that term
The method by which announcements relating to the company are to be made
The type and amount of the capital shares subscribed for by the shareholders
The accounting period of the company
The members of the board of directors

Optional provisions may also be added to the articles of association, provided that they do not conflict with mandatory rules of law. For further detail on this subject, our studies entitled "Amendment of the Articles of Association in Joint Stock Companies" and "Articles of Association of a Joint Stock Company" may be consulted.

The legislation requires the initial capital in joint stock companies to be at least TRY 250,000.00. Payment of the full amount of the shares is not required for incorporation. The Code provides that twenty-five per cent of the nominal value of the shares subscribed for in cash is to be paid in before registration, with the balance completed within twenty-four months following registration. Issue premiums must be paid in full before registration.

Ministerial Permission According to the Field of Activity

As a rule the incorporation of joint stock companies is not made subject to permission. Under Article 333 of the Turkish Commercial Code No. 6102, however, companies that are to operate in the fields of activity set out in the communiqué published by the Ministry of Customs and Trade may be incorporated only with the permission of the Ministry.

The companies made subject to the permission requirement under the Communiqué on the Increase of the Capital of Joint Stock and Limited Liability Companies to the New Minimum Amounts and on the Determination of Joint Stock Companies whose Incorporation and Amendment of Articles of Association are Subject to Permission, published by the Ministry on 15/10/2012, are the following: banks, insurance companies, financial leasing companies, factoring companies, asset management companies, consumer finance and card services companies, holding companies formed as joint stock companies, companies operating foreign exchange bureaux, companies engaged in general warehousing, licensed warehousing companies for agricultural products, specialised commodity exchange companies, independent audit companies, surveillance companies, management companies of technology development zones and companies subject to the Capital Markets Act.

Registration and Announcement Procedures

As a rule, registration with the trade registry and announcement are not a condition for the incorporation of a joint stock company; the Code has, after all, made incorporation dependent on the declaration of intention. The acquisition of legal personality and the ability to carry on commercial activity nonetheless depend on the completion of registration and announcement.

Under the relevant provision, the articles of association must, within thirty days of their signature — or, for companies subject to approval, of the receipt of ministerial approval — be registered in their entirety with the trade registry of the place where the company’s headquarters is situated and announced in the Turkish Trade Registry Gazette. The company will acquire legal personality and be able to carry on commercial activity only upon registration. Registration is therefore, for the joint stock company, not a constitutive but a declaratory element. The company also has other transactions subject to registration; the persons authorised to represent it, its branches and its articles of association fall within this scope and must without fail be registered.

Documents to Be Submitted to the Trade Registry

The following documents are required for the registration of a joint stock company:

The articles of association with certified signatures
A document evidencing that at least twenty-five per cent of the capital subscribed for in cash has been paid
The payment document showing that the Competition Authority share has been paid in
Where capital in kind has been contributed, or where a business or asset in kind has been taken over during incorporation, the valuation reports drawn up by the court-appointed expert for the purpose of determining their value
Where capital in kind has been contributed, a letter obtained from the relevant registry stating that there is no restriction over that capital
Where capital in kind has been contributed, a document evidencing that an annotation has been entered in the registers in which the immovable property, intellectual property rights and other assets concerned are recorded
The agreements concluded between the company under incorporation and the founders and other persons and relating to the incorporation; those concerning the acquisition of assets in kind and of a business also fall within this scope
For companies whose incorporation is subject to the permission or favourable opinion of the Ministry or of other official institutions, the relevant permission or favourable opinion letter
The written declarations of the members of the board of directors who do not hold the status of shareholder that they accept office
Where a legal person sits on the board of directors, the name and surname of the natural person who will act on its behalf together with the legal person, and a notarised copy of the decision of the competent organ making that designation
The signature declarations of the persons authorised to represent and bind the company

Documents Required for Registration with the Chamber of Commerce

For registration with the chamber, the following documents are generally requested:

A petition
The chamber registration declaration
The articles of association
The incorporation notification form
Notarised Turkish translations of the passports of foreign natural person shareholders; a document showing the tax identification numbers to be obtained from the tax office or the identification numbers issued to foreigners; and, if they reside in Türkiye, a notarised residence permit as well
The signature declaration of the authorised person or persons
Payment into the chamber’s cash office of the Competition Authority share corresponding to four ten-thousandths of the capital
A bank letter showing the name and surname or title of the shareholders making payment into the bank account opened so that at least one quarter of the share amounts may be paid in accordance with the Code, the amount paid in by each shareholder and the total amount
Where capital in kind is contributed, the decision appointing the expert, the expert report, the court decision approving that report, the original of the letter to be obtained from the relevant registry stating that there is no restriction over the capital in kind, and the original of the document showing that an annotation has been entered in the registers in which the immovable property, intellectual property rights and other assets contributed as capital are recorded
The agreements concluded between the company under incorporation and the founders and other persons and relating to the incorporation, including those concerning the acquisition of assets in kind and of a business
For companies whose incorporation is subject to the permission or favourable opinion of the Ministry or of other official institutions, the original of the relevant letter
A document showing that the members of the board of directors who are not shareholders accept office
Where a legal person is elected to the board of directors, a notarised copy of the decision of the competent organ showing the name and surname, address, nationality and Turkish identification number (for foreign nationals, the tax identification number or the identification number issued to foreigners) of the natural person designated by that legal person to act on its behalf
Where a shareholder or a member of the board of directors is a foreign legal person, a document containing the current registry records of that legal person
Where the mother or father of a minor shareholder, or one of them, is also a shareholder in the company, a court decision appointing a trustee in respect of that shareholder
On the incorporation of customs brokerage companies, the notarised customs broker licence of all the shareholders and, where applicable, of persons from outside the shareholders authorised to represent the company without limitation; in the case of authorised customs brokerage companies, the authorised customs broker certificate of all the shareholders and of the persons authorised to represent and bind the company
Where the founders include municipalities, other local authorities or unions formed by them, a copy of the Presidential Decree permitting the participation of the institutions and organisations in question

The Cost of Incorporating a Joint Stock Company

The minimum capital amount has been set at TRY 250,000 for joint stock companies incorporated after 01.01.2024. For companies that are not publicly held and that adopt the registered capital system, this threshold is applied as TRY 500,000.

Incorporation Expenses

A series of fees and expenses must be incurred during incorporation. The average items for 2026 are as follows:

Notary expenses arising on incorporation: TRY 6,500 – 8,000
Chamber of Commerce registration and announcement expenses: TRY 16,500 – 20,000
Company stamps and stamp duty: TRY 750.00
Certified public accountant’s incorporation fee: TRY 10,000 – 16,000

Benefits Conferred on the Founders

The expenses of incorporation are borne by the founders. In return, no benefit capable of leading to a reduction of the capital — such as the payment of money or the issue of bonus share certificates in consideration of the labour they have expended during incorporation — may be conferred on the founders. Out of the distributable profit, a legal reserve is first set aside and then a dividend of five per cent is set aside for the shareholders; at most one tenth of the remaining amount may be paid to the founders under participation certificates.

Other Cost Items

Alongside the expenses of incorporation, other costs also arise, such as registration and licence fees, office expenses, equipment outlays, staff salaries and the working capital required for operations. These items may vary according to the company’s field of activity.

Tax Obligations

The incorporation of a joint stock company also brings with it tax obligations. Companies are liable to pay corporate income tax on the profits they earn. In addition, a company that sells goods or services is also liable for value added tax (VAT), which is a consumption tax.

Summary and Recommendations

When the costs of incorporation and the tax obligations are considered together, conducting the process with the assistance of a financial adviser or a lawyer will be of benefit in preventing legal and financial problems that may arise later. Preparing a detailed business plan and budget before commencing operations will also make it easier to manage costs correctly.

Matters to Be Observed on Incorporation

The incorporation of a joint stock company requires the procedures laid down in the legislation to be followed and the process to be conducted with care. Since these stages are both costly and demanding of effort and time, professional support is often of assistance. The principal matters to be attended to on incorporation are addressed below.

Care in Preparing the Articles of Association

Completeness: The articles of association, being the fundamental document of incorporation, must be prepared in full and must contain all of the mandatory elements. The text must be certified by a notary.
Mandatory content: Basic information such as the trade name, the headquarters, the capital, the nominal value of the shares and the members of the board of directors must be clearly set out in the agreement.

Preparation of the Required Documents

Preparing and submitting the documents requested on incorporation in full is decisive if the process is not to be delayed. The articles of association with certified signatures, the documents evidencing payment of the capital and other official documents may be mentioned in this connection.

Obtaining a Tax Identification Number

The company’s ability to commence operations officially depends on obtaining a tax identification number. This number will be taken as the basis in the fulfilment of the company’s tax obligations.

Registration with the Trade Registry

Registration: Registration with the trade registry is mandatory for the acquisition of legal personality and for commercial activity to be carried on. Registration procedures are conducted before the trade registry directorate of the place where the headquarters is situated.
Announcement: Once the registration procedure has been completed, the registration and announcement are published in the Turkish Trade Registry Gazette.

Payment of the Incorporation Capital

One quarter of the incorporation capital must have been paid before registration. The balance of the capital must be completed within twenty-four months following registration.

Determination and Registration of the Trade Name

It is important that the trade name be recorded in the registry and that it not give rise to confusion with another company. The name determined must be registered.

Determination of the Purpose, Headquarters and Field of Activity

The purpose, field of activity and headquarters of the company must be established and clearly set out in the articles of association. That determination establishes the fields in which the company may lawfully operate and where its headquarters is situated.

In respect of employees, the registration procedures before the Social Security Institution (SGK) must be completed and the necessary insurance notifications made.

Procedures Conducted Through MERSIS

All procedures relating to incorporation must be conducted through, and recorded in, the Central Registry Record System (MERSIS). MERSIS is the system through which companies carry out their registration procedures electronically.

Cost and Revenue Calculation

Revenue projections must be made alongside the incorporation and operating expenses. A detailed cost and revenue calculation plays a decisive role in securing the financial sustainability of the company.

Completing all of these steps carefully and in full is of critical importance if the company is to be properly incorporated and to commence its activities. Professional advisory support can contribute to the process proceeding without difficulty.

Independent Legal Corporate Law Advisory Services

Independent Legal provides comprehensive legal advisory services with a team specialised in different fields of law. The advisory services we provide are directed principally at companies and give priority to understanding the client’s business model, strategy and sectoral requirements.

Our Approach

Legal solutions tailored to the organisation: We aim to develop client-specific and results-oriented solutions; to that end we analyse companies’ legal needs and propose the structure best suited to their business model.
Strategic advice: We provide legal support to companies in attaining their strategic objectives and assist in identifying possible risks in advance and in taking the necessary precautions.
Attention to sectoral dynamics: We offer sector-specific solutions, taking into account the workings and legal requirements of the sectors in which our clients operate.

The Scope of Our Services

Company incorporation: Providing legal advice on, and conducting the procedures for, the incorporation of limited liability and joint stock companies.
Drafting and review of agreements: Drawing up agreements suited to the company’s needs and reviewing existing agreements from a legal standpoint.
Compliance and regulatory advice: Enabling companies to comply with the regulations governing the field in which they operate and keeping them informed of current legislation.
Dispute resolution: Managing litigation and pursuing alternative dispute resolution methods in the legal disputes companies may encounter.

For detailed information on this subject, our study entitled "Legal Advisory Services for Companies" may be consulted.

Independent Legal Assessment

In practice the incorporation of a joint stock company is generally treated as a routine registry procedure; yet most of the decisions taken at this stage are structural choices that retain their effect throughout the life of the company. The way in which the capital structure, the privileges, the representation regime and the general assembly quorums are configured on incorporation determines in advance the framework of any disputes that may later arise between the shareholders. Altering those choices subsequently is, moreover, often made difficult by the aggravated quorums required.

A further critical dimension of the incorporation process is document management. Incomplete papers submitted to the registry directorate and to the chamber do not merely cause delay; where capital in kind, foreign shareholding or a field of activity subject to permission is involved, they may require the process to be structured afresh from the outset. The matters to which we recommend giving priority in a concrete incorporation are the following:

Establishing before the application whether the planned activity falls within the list of fields subject to permission
Determining the minimum capital amount and the choice of the registered capital system by reference to the company’s growth plan
Evidencing through bank records that twenty-five per cent of the shares subscribed for in cash has been paid before registration, and calendaring the twenty-four-month period for the remainder
Where capital in kind is to be contributed, completing the expert valuation report and the registry annotations before the application for registration
Where there is a foreign natural or legal person shareholder, planning the apostille and notarisation requirements from the outset
Clarifying in the articles of association the scope of the power of representation and the signatories, having regard to the rule of joint signature by two persons
Not missing the thirty-day registration period running from the signature of the articles of association

Independent Legal advises on the incorporation of joint stock and limited liability companies, the structuring of articles of association, the regulation of shareholder relations and the conduct of post-incorporation compliance processes.