As Turkey’s commercial and financial hub, Istanbul hosts the headquarters of multinational subsidiaries, joint ventures, trading enterprises, and technology companies. Coordinated by Attorney Enes Nergiz (Antalya Bar Association Reg. No: 6281), Kalem Law Office advises foreign investors and corporate boards on company formation at the Istanbul Chamber of Commerce (İTO), corporate governance, mergers and acquisitions (M&A), commercial contracts, and litigation before the Istanbul Commercial Courts of First Instance (İstanbul Asliye Ticaret Mahkemesi).
Under the Direct Foreign Investment Law No. 4875, foreign individuals and foreign legal entities enjoy equal treatment with domestic investors and may hold 100% of the shares in a Turkish company without requiring a local Turkish partner. Under the Turkish Commercial Code No. 6102 (TTK) and Presidential Decree No. 7887, the primary corporate vehicles in Istanbul are:
| Corporate Structure in Istanbul | Governing TTK Articles | Minimum Statutory Share Capital | Shareholder & Management Liability | Key Use Case for Foreign Investors |
|---|---|---|---|---|
| Limited Liability Company (Limited Şirket — Ltd. Şti.) | TTK Art. 573–644 | 50,000 TRY (100% payable within 24 months of registration; no prior 25% bank block required) | Shareholders are not liable for commercial debts, but are proportionally liable for unpaid public/tax debts of the company (AATUHK Art. 35); Managers (Müdür) carry full public-debt liability | Small-to-medium trading, e-commerce, real estate holding, consultancy & service operations in Istanbul |
| Joint Stock Company (Anonim Şirket — A.Ş.) | TTK Art. 329–563 | 250,000 TRY (or 500,000 TRY for non-public A.Ş. adopting the registered capital system; 25% blocked before registration) | Non-board shareholders have zero personal liability for company commercial or tax/public debts once capital is paid; Board of Directors (Yönetim Kurulu) is liable for public debts | Large-scale investments, joint ventures, M&A transactions, tax-exempt share transfers after 2 years & regulated sectors |
| Turkish Branch of a Foreign Company (Şube) | TTK Art. 40 & Trade Registry Reg. | No separate statutory share capital (capital allocated by parent company resolution) | Fully dependent on the foreign parent company for all assets and liabilities; requires a resident authorized branch representative in Turkey | Foreign corporations executing direct commercial projects in Istanbul without creating a separate legal entity |
| Liaison Office (İrtibat Bürosu) | FDI Law No. 4875 & Ministry of Industry Permit | Funded entirely by foreign currency transfers from the parent company abroad | Strictly prohibited from engaging in commercial/invoicing activities in Turkey | Market research, supplier representation & regional technical coordination |
Foreign investors operating Joint Stock Companies (Anonim Şirket — A.Ş.) in Istanbul must pay strict attention to Article 35/3 of the Turkish Attorneyship Law No. 1136: any A.Ş. whose paid-in or registered share capital equals or exceeds five times the minimum statutory A.Ş. capital (currently 1,250,000 TRY) is legally required to retain a contracted Turkish attorney on an ongoing monthly basis. Failure to comply exposes the company to administrative fines imposed by the Chief Public Prosecutor’s Office for each month of non-compliance.
Beyond incorporation, we represent companies in share purchase agreements (SPA), due diligence audits, distribution and agency agreements, international sales contracts (CISG), unfair competition claims, and commercial debt recovery before the Istanbul Commercial Courts at Çağlayan and Kartal (including mandatory commercial mediation under TTK Art. 5/A). For partner governance and joint venture disputes, see our dedicated guide on Istanbul Business Partnership & Shareholders Agreements.
Under Turkish Commercial Code No. 6102 as updated by Presidential Decree No. 7887, the minimum share capital is 50,000 TRY for a Limited Liability Company (Ltd. Şti.) and 250,000 TRY for a Joint Stock Company (A.Ş.) (or 500,000 TRY if the A.Ş. adopts the registered capital system).
Yes. By executing a company formation Power of Attorney and notarized passport copy at a Turkish Consulate or via Apostille in your home country, our legal team completes the MERSİS filing, Istanbul Chamber of Commerce (İTO) registration, and tax office activation on your behalf.
In an Anonim Şirket (A.Ş.), ordinary shareholders who do not serve on the Board of Directors have no personal liability for the company’s unpaid tax or social security (SGK) debts once they have paid their capital commitment. In a Limited Şirket (Ltd. Şti.), shareholders remain personally liable for uncollected public debts in proportion to their capital share under Law No. 6183 Art. 35.
Company formation alone does not automatically grant a work permit. To obtain a work permit from the Ministry of Labour and Social Security as a foreign shareholder-manager, the company must satisfy specific paid-in capital, turnover, or foreign-exchange criteria and generally employ five Turkish citizens per foreign work permit after the initial statutory period.
Under Article 35/3 of Attorneyship Law No. 1136, every Joint Stock Company (Anonim Şirket — A.Ş.) with a share capital of 1,250,000 TRY or more (five times the minimum statutory A.Ş. capital of 250,000 TRY) must retain a contracted bar-registered attorney.
Related Istanbul Resources: Istanbul Lawyer & Legal Services Hub | Business Partnership & Shareholders Agreements | Istanbul Bankruptcy & Debt Recovery Lawyer.
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