The limited company (Ltd. Şti.) is the most common form for small and medium-sized businesses in Türkiye. It can be formed with a single shareholder, no capital has to be paid at formation and it is simpler to run than a joint stock company. This page covers formation from start to finish under 2026 rules.
Short answer
- Minimum capital: TRY 50,000 (from 1 January 2024). Cash capital can be paid within 24 months of registration; no blocked account is required.
- Shareholders: 1 to 50; individuals or companies, Turkish or foreign.
- Timing: registration takes 1–3 business days once documents are ready; being operational with tax registration and a bank account usually takes 2–3 weeks; 4–8 weeks with a foreign corporate shareholder.
- Tax: corporate tax 25%; 15% withholding on distributed dividends.
Limited or joint stock?
| Limited company | Joint stock company | |
|---|---|---|
| Minimum capital | TRY 50,000 | TRY 250,000 (TRY 500,000 under registered capital) |
| Payment at formation | None, within 24 months | At least 25% of cash capital before registration |
| Shareholders | 1–50 | 1 and unlimited |
| Management | Manager(s); at least one shareholder must be an authorised manager | Board of directors (at least 1 member) |
| Share transfer | Notarised agreement + general meeting approval + registration | Endorsement and delivery of share certificate; no registration |
| Shareholder liability for public debts | Shareholders directly liable pro rata | No shareholder liability; legal representatives liable |
| Gain on share sale (individual) | Taxable regardless of holding period | Exempt if certificates were issued and held over 2 years |
| Bonds, public offering | Not possible | Possible |
Detailed comparison: Joint stock company formation · Sole trader or limited company?
Capital
- Cash capital: paid to the company account within 24 months of registration; the capital clause must state that the nominal value of cash shares will be paid within 24 months. A shorter period may be set.
- Shares: each share must have a nominal value of at least TRY 25 or multiples; the capital clause states each shareholder's number of shares.
- Contribution in kind (vehicle, machinery, property, trademark): requires a valuation report by a court-appointed expert, a court decision and proof of no attachment or pledge; fully transferred at formation. Services, personal labour and goodwill cannot be contributed.
- Older companies: limited companies formed before 2024 with capital below TRY 50,000 are deemed dissolved unless they increase their capital by 31 December 2026 (the Ministry may extend this twice by one year). Top-up amount and cost: Capital increase · Process: Trade registry procedures.
Step by step
- Planning: activity, main NACE code, trade name, shareholding, managers and capital. The code determines tax, SGK hazard class and licences: Choosing a NACE code.
- Tax numbers: potential tax numbers from the tax office for foreign shareholders and non-resident managers.
- MERSİS and appointment: the trade name and articles are prepared in the Ministry of Trade's MERSİS system, a request number is obtained and an appointment is booked with the relevant ITO regional office at randevu.ito.org.tr. Missed appointments require a new booking.
- Signing: shareholders sign the articles (with a power of attorney only the attorney attends, submitting the original or a notarised copy). A non-shareholder manager without a digital signature declaration in MERSİS attends the appointment to give the signature declaration.
- Competition Authority share: 0.04% of capital (TRY 20 for TRY 50,000) is paid at the chamber.
- Registration and notice: the registry registers the company and publishes it in the Trade Registry Gazette; legal personality is acquired on registration.
- Book certification: journal, ledger, inventory book (if not on e-Ledger), share register and general meeting minutes book.
- Tax and SGK: tax office registration and inspection, e-Notification, KEP address; SGK workplace notification before the first hire. Payroll and SGK
- Bank account and capital: open the company account and pay capital within 24 months. Opening a bank account
- Licences and permits: municipal licence and sector permits as required. Licences and permits
Documents
| Document | Note |
|---|---|
| Formation petition | Signed by all managers; states tax office, trade name, capital, seat, opening date and activity with NACE code |
| Articles of association | Prepared in MERSİS, signed at the registry |
| Chamber registration form with shareholders' photos | For chamber membership |
| Managers' signature declarations | At the registry |
| Acceptance by a non-shareholder manager | With address, nationality, ID or tax number |
| Resolution appointing a representative for a corporate manager | Notarised |
| Competition Authority share | 0.04% of capital, paid at the chamber |
| Court order appointing a guardian for a minor shareholder | The guardian signs |
| Agreements related to formation | Between founders or acquisition agreements, if any |
| Expert report and court decision for contributions in kind | If any |
| Formation notification form | If there is a foreign or non-resident Turkish shareholder |
For foreign shareholders also: notarised Turkish translation of the passport and a tax number; for corporate shareholders a current registry extract (certificate of activity), company resolution and power of attorney, with apostille or consular legalisation and Turkish translation. Foreign investors
2026 formation costs (ITO tariff)
| Item | Amount | Note |
|---|---|---|
| Trade registry formation fee | Exempt | Under Law No. 7099 |
| ITO formation service charge | 2 160 TL | |
| Certification of formation books (ITO) | 2 760 TL | |
| Trade Registry Gazette formation notice | 2,48 TL per word | Longer articles cost more (700 words ≈ TRY 1,736) |
| Competition Authority share | 0.04% of capital | TRY 20 for TRY 50,000 |
| Chamber registration fee | 3 305 TL | ITO's TRY 50,000 capital example; varies with capital |
| Signature declaration in person | 1 720 TL / person | Not needed with an e-signature declaration in MERSİS |
| Notary, translation, power of attorney, e-signature | Varies | Decisive for foreign shareholders |
In ITO's one-stop example (TRY 50,000 capital, notice of about 700 words) official costs total TRY 9,981. Your own figure: Company formation cost · All fees: Trade registry fees
Fees and gazette charges are the same in other provinces; chamber charges may differ. Formation costs are first-year expenses of the company.
After formation
- Annual general meeting: within 3 months of year end (end of March).
- Books: closing certification of the journal by the end of the 6th month of the following year; e-Ledger berats.
- Tax: monthly VAT and withholding returns, quarterly provisional tax, corporate tax by the end of April. Tax returns
- Beneficial owner notification and keeping the share register current.
- e-Invoice / e-Ledger: when turnover or sector thresholds are exceeded. e-Transformation · Check
- Statutory audit: if criteria are exceeded. Audit readiness
- Retained lawyer: companies with capital above the threshold in the Attorneyship Law must retain a lawyer; check the current threshold with the bar.
Shareholders' liability for public debts
Shareholders of a limited company are directly liable pro rata to their shares for tax and SGK debts that cannot be collected from the company; the administration need not pursue the company first. On a share transfer, transferor and transferee are jointly liable for earlier public debts, so check tax and SGK debts before any transfer.
Common mistakes
- Writing the objects too narrowly, requiring an amendment for new activities.
- Unnecessarily long articles that raise notice costs.
- Missing the 24-month capital payment deadline.
- Not keeping the share register and general meeting book.
- Shareholders withdrawing cash without interest being charged (hidden profit distribution risk). Shareholder loan interest
- Not checking public debts before a share transfer.
Frequently asked questions
Must capital be deposited at formation? No. Cash capital can be paid within 24 months of registration.
Can foreigners form a limited company alone? Yes; no Turkish shareholder is needed. At least one shareholder must have management authority.
Can the registered address be a home? It can be the registered seat, but suitability for licences and tax office inspection depends on the activity. A rented home triggers rent withholding.
What if there are more than 50 shareholders? The company must convert into a joint stock company.
Can the manager be foreign or non-resident? Yes. A company can also be a manager; then a notarised resolution naming the individual acting on its behalf is submitted (apostilled or legalised and translated for foreign companies).
Can one person have both sole and joint representation? No. The same person cannot have both sole and joint unlimited representation; at least one shareholder must be a manager with unlimited authority.
Are formation costs deductible? Yes, they can be expensed in the first year or amortised over five years.
Sources
Turkish Commercial Code arts. 573–644 (limited companies); Presidential Decision No. 7887 (minimum capital, 1.1.2024); Trade Registry Regulation; ITO limited company registration; ITO 2026 fee tariff (PDF); ITO one-stop formation cost (PDF); Law on Collection of Public Receivables art. 35 (shareholders' liability).