Joint stock company formation

The joint stock company (A.Ş.) suits businesses planning growth, outside investors or a future share sale. Formation is somewhat heavier than for a limited company, but easy share transfers, no personal liability of shareholders for public debts and a tax-advantaged exit make a real difference.

Short answer

• Minimum capital: TRY 250,000; TRY 500,000 initial capital for non-public companies choosing the registered capital system.
• Payment at formation: at least 25% of cash capital is deposited in a bank before registration and a bank letter showing amounts per shareholder is filed with the registry (a receipt alone is not accepted); the rest within 24 months.
• Shareholders and management: one shareholder and one board member are enough.
• Timing: a few days with resident founders and complete documents; 4–8 weeks with a foreign corporate shareholder.

Why a joint stock company?

• Easy share transfer: registered shares transfer by endorsement and delivery; no notary or registration, only an entry in the share register.
• Tax advantage on exit: an individual shareholder pays no income tax on gains from shares for which certificates were issued and held for more than two years. Issuing share certificates after formation is therefore advisable.
• Public debts: shareholders are not directly liable for the company's tax and SGK debts; liability rests with legal representatives (the board).
• Financing: suitable for bond issues, public offerings and venture capital.

Comparison table: Limited company formation

Capital

• Cash: at least 25% is blocked before registration. If legal personality is not acquired within 3 months of approval of the articles, the bank returns the money. The remaining 75% is paid within 24 months of registration.
• In kind: valuation report by a court-appointed expert and court decision; rights that cannot be valued, services and personal labour cannot be contributed.
• Registered capital: authorises the board to increase capital up to a ceiling without a general meeting resolution; initial capital at least TRY 500,000 for non-public companies.
• 31 December 2026: companies formed before 2024 with capital below TRY 250,000 (TRY 500,000 under registered capital) are deemed dissolved unless they increase capital by this date. Capital increase

Management

• The board has at least one member; members need not be shareholders or resident in Türkiye.
• A company can be a board member; an individual acting on its behalf is registered.
• At least one member must have unlimited representation authority; details may be set by an internal directive.
• Becoming or ceasing to be a single-shareholder company is notified to the board within 7 days and to the registry within 7 days.

Activities requiring Ministry approval

Formation and amendments of banks, leasing, factoring and financing companies, insurers, holding companies (under certain criteria), exchange offices, general warehousing, asset management companies, free zone founders and operators and capital market institutions require Ministry of Trade approval.

Step by step

1. Prepare the trade name and articles in MERSİS.
2. Potential tax numbers for foreign founders.
3. Sign the articles at the registry (or a notary).
4. Deposit 25% of the cash capital and obtain the bank letter; pay the Competition Authority share (0.04% of capital) at the chamber.
5. Registration and notice in the Trade Registry Gazette.
6. Certify books: journal, ledger, inventory, share register, board resolution book, general meeting minutes book.
7. Tax office, e-Notification, KEP, e-Invoice/e-Ledger (if required) and SGK registrations.
8. Issue share certificates (not a registry requirement; important for the tax exemption).

Documents

Formation petition, chamber registration form, articles of association, signature declarations, acceptance statements of board members, resolution for a corporate member, bank letter showing at least 25% paid per shareholder, Competition Authority share receipt, valuation report for contributions in kind, formation notification form for foreign founders, founders' declaration. For foreign founders: passport translations, registry documents and apostilled translations of resolutions.

After formation

• Annual general meeting within 3 months of year end. A Ministry representative is required for agendas such as amendments, capital increases and mergers.
• Closing certification of the board resolution book by the end of the first month of the following year.
• Keeping the share register and beneficial owner information current.
• Corporate tax, provisional tax, VAT and withholding returns. Tax returns
• Statutory audit if criteria are exceeded; audited companies appoint the auditor at the general meeting. Audit readiness · Am I subject to audit?
• The general meeting internal directive is prepared by the board, approved by the general meeting and registered (if not already on file).
• For each corporate board member, an individual representative is designated and registered.

Costs

No registry fee at formation. ITO formation service charge TRY 2,160, book certification TRY 2,760, Competition Authority share 0.04% of capital (TRY 100 for TRY 250,000), gazette notice TRY 2.48 per word; joint stock articles are usually longer than limited company ones. Calculator: Company formation cost · Trade registry fees

Common mistakes

• Choosing the company type only by the capital amount.
• Never issuing share certificates and losing the two-year exemption.
• Writing the objects too narrowly.
• Legalising foreign documents before the details are final and paying for apostilles twice.
• Missing the 24-month balance payment and the 31.12.2026 capital deadline.
• Not keeping the share register.

Frequently asked questions

Can a one-person joint stock company be formed? Yes; one shareholder and one board member are enough.

Must a board member live in Türkiye? No, nor be a shareholder.

Is a statutory audit mandatory? Only if size criteria are exceeded or the company is on special lists.

How long does formation take? With resident founders and complete documents, registration within the same week is possible; with foreign corporate shareholders, document legalisation sets the timing.

Sources

Turkish Commercial Code (arts. 329–563 joint stock companies, art. 344 capital payment, art. 359 board, art. 409 general meeting); Presidential Decision No. 7887; communiqué on companies requiring Ministry approval; Income Tax Law art. 80 repeated (gains on shares); ITO joint stock company registration.