Setting up a company should not be thought of as a transaction that begins with registering the company name in the trade registry and ends on the same day. Together with the incorporation decision, it is determined with whom the company will be formed, which economic activities it will carry out, who will hold management and representation, how profit will be shared, which route will be followed in a dispute and how the first operating period will be financed. A structure that is set up wrongly or incompletely becomes visible when the company grows or when the shareholding relationship deteriorates.
The Turkish Commercial Code No. 6102 (TCC), the Tax Procedure Law No. 213 (VUK), Law No. 6183, Law No. 5510 and the special legislation applicable to the field of activity must be considered together. That a company's incorporation is complete from the registry standpoint does not mean that all of its legal and financial risks have been eliminated. The ranking below has been prepared not according to statistical frequency but according to the gravity of the consequences the mistakes may have and whether they can be prevented before incorporation.
1. Choosing the wrong company type: limited liability company or joint-stock company?
Founders often prefer a limited liability company because it requires fewer incorporation formalities, and a joint-stock company because it looks more institutional. Yet the company type affects the number of shareholders, the capital payment arrangement, the organs, share transfer, the admission of investors, the liability of shareholders and later restructuring transactions. Both a joint-stock company and a limited liability company can be incorporated with a single person; on the other hand, the number of shareholders in a limited liability company cannot exceed fifty (TCC Art. 338, 574).
As of 24 October 2026, the general minimum capital for newly incorporated companies is TRY 250,000 for a joint-stock company and TRY 50,000 for a limited liability company. For non-public joint-stock companies that adopt the registered capital system, the initial capital is TRY 500,000. At least one quarter of the capital of a joint-stock company subscribed in cash is paid before registration and the remainder within twenty-four months following registration. In a limited liability company, cash capital may be paid within twenty-four months after registration. Different conditions may apply for in-kind capital and special company types.
Which criteria should be assessed in choosing the company type?
A comparative incorporation assessment covering the type of activity, number of shareholders, investment plan, liability for public debts, ease of share transfer and management model should be made. A decision should not be made solely on the basis of the lowest registration cost or the statutory minimum capital amount. For company types and capital amounts valid in Türkiye, the Ministry of Trade's company information should be taken as the basis.
2. Choosing the wrong shareholder: what should be investigated before a shareholding is formed?
Being a relative, friend or former colleague does not mean that commercial goals and ways of working are the same. The shareholders' capacity to contribute capital, past commercial relationships, any management roles in other companies, capacity to devote time, decision-making habits and risk tolerance should be discussed before incorporation. If this assessment is not made because of personal closeness, fundamental differences of view may arise regarding the company's financing or management.
One shareholder may claim to have provided capital and another to have brought a customer base and technical knowledge. If the nature and legal counterpart of these contributions are not clarified, a dispute over shareholding percentage and remuneration may begin. This risk is particularly pronounced in structures in which one shareholder in practice runs the entire business and the other contributes only capital.
Which matters should be in writing among the founding shareholders?
A written founders' memorandum of understanding should be prepared in the pre-incorporation discussion; the financial contribution, full-time work, conflict of interest, management expectations and the exit option in case of disagreement should be recorded. The protection of personal data and the limits of lawful information gathering should be observed; personal data should not be obtained without authorisation under the name of research.
3. A ready-made template articles of association: critical deficiencies in the articles of association
The articles of association of a joint-stock company and the company agreement (şirket sözleşmesi) of a limited liability company are not an ordinary attachment to an application but the fundamental document that determines the company's institutional order. The trade name, head office, subject of activity, capital, share structure, organs and other provisions permitted by the law should be formed to suit the founders' real needs. Articles 339 and 576–577 TCC determine the content and fields of regulation according to company types.
If in particular share classes, the management structure, the representation model, aggravated quorums for certain decisions, or additional payment and ancillary obligations in limited liability companies are written without sufficient examination, later amendment may be necessary. At the same time, not every special provision that is desired can be put into the articles of association. For example, the ability of the articles of association of a joint-stock company to depart from the law is limited within the scope of Article 340 TCC; merely having a shareholder obligation contrary to the law registered in the registry does not make it valid.
How should the articles of association be reviewed before incorporation?
First a decision and risk map, then the articles of association should be prepared. The provisions that must be in the institutional regulation should be distinguished from the shareholders' personal obligations among themselves. The effect of commercial plans that may change should be assessed at the time of incorporation.
4. Failure to make a shareholders' agreement: the legal risk of oral promises
The company's articles of association may not meet all shareholding expectations. The founders' undertakings, such as voting together, supporting representation in management, selling shares under certain conditions, protecting confidentiality, joining a sale with an investor, or paying compensation for a particular breach, may be regulated in a separate shareholders' agreement.
However, a breach of the shareholders' agreement does not by itself invalidate a company organ's resolution or a share transfer. Whom the agreement binds, whether the company is a party, the mandatory provisions of the law and the sanctions that may be claimed must be examined separately. In particular in a limited liability company, the statutory formal requirements for share transfer cannot be set aside by a general contractual sentence.
How can a shareholders' agreement be made legally enforceable?
Concrete conditions, methods and consequences of breach should be regulated for share transfer, voting arrangement, lock-up, admission of new investors, information sharing, non-competition and exit rights. The consequences of the articles of association and a separate agreement are discussed in detail in the existing Shareholders' Agreement article.
5. Incorrect regulation of capital commitment and shareholders' contributions
A shareholder's depositing money in the company and another shareholder's carrying on daily work or developing software may be economically valuable contributions; but they are not the same legal transaction. In capital companies, cash capital, in-kind capital, the company's borrowing from a shareholder, payment of remuneration and the transfer of intellectual property rights are governed by different provisions. For example, under Article 342 TCC, service performance and personal labour cannot be contributed as in-kind capital to a joint-stock company; for suitable in-kind capital, the valuation system in Article 343 TCC is important.
Allowing the payment date of capital that the shareholders have undertaken to contribute to pass may produce default, interest and other consequences according to the relevant company type. In particular, confusing the capital commitment in the contract with shareholder financing actually provided leads to an accounting and proof problem.
How are capital, shareholder loans and intellectual property contributions documented?
The legal character, value, payment or transfer date and evidencing document of each type of contribution should be recorded separately. Cash payments should be supported by bank records, in-kind capital by the relevant valuation and registry processes, and software or trademark contributions by appropriate documents of transfer of rights. Loans made to the company should not be presented as capital payments.
6. Failure to anticipate decision deadlock in an equal shareholding
When the two founders' shares are equal, it may be thought that a fair start has been made. However, if decision quorums and the representation arrangement are not properly framed, every major dispute may result in the company being unable to take necessary decisions. Continual disagreement on the appointment of managers, investment, loans, significant asset transactions or operating strategy may adversely affect the company's functioning and value.
Having equal shares is not by itself a ground for dissolution of the company. What decisions the permanent deadlock prevents, its effect on company affairs and more limited solution routes are important. Article 636/3 TCC on dissolution of a limited liability company for just cause enables the court to consider appropriate solutions other than dissolution; dissolution and a shareholder's withdrawal are not the same legal result.
How can failure to take decisions in an equal shareholding be prevented?
For the first difference of opinion, negotiation and conciliation; for continuing deadlock, legally enforceable options such as independent valuation, an offer to transfer shares, a process for certain decisions or recourse to the courts should be provided for. No option agreed at incorporation can eliminate organ powers that cannot be delegated by law or mandatory quorums. The existing Dissolution of a Limited Liability Company for Just Cause article examines the routes after a dispute.
7. Failure to plan share transfer, exit from the shareholding and profit distribution
Shareholders generally discuss how the company will be set up; they do not discuss how the business will continue in case of the transfer of a share, death or departure. If the valuation of shares, when the price will be paid, with what rights an investor will join, the other shareholders' pre-emption possibility and the principles of profit distribution are not clear, disagreement may become more serious in the later period.
In a limited liability company, the transfer of a share of the capital is, as a rule, subject to the requirement of a written contract and notarial certification of signatures, and, unless the company agreement provides otherwise, to general assembly approval (TCC Art. 595). In a joint-stock company, different conditions apply to the transfer of registered or bearer shares. In particular for bearer shares, notification to the Central Securities Depository (MKK) may be important for the exercise of the rights attached to the share.
How are share valuation and exit conditions agreed?
From incorporation, a share transfer and exit scenario should be prepared; the share valuation method, access to information and documents, estimated payment capacity and statutory formal requirements should be assessed together. It should be clearly understood that profit distribution does not depend solely on the shareholders' wishes; it is subject to distributable profit, past losses, reserves and organ decisions. For details, the Limited Liability Company Share Transfer article may be consulted.
8. Granting representation and signing authority without control
Granting broad authority of representation to a founding shareholder or manager facilitates daily transactions but also makes it possible for the company to take on large debts. Loan agreements, security, long-term leases, supply commitments and high-value purchases are therefore risky. However, making all transactions subject to dual signature may also unnecessarily slow down daily operations.
What is the difference between an internal limit on representation authority and external authority?
A monetary approval limit within the company and the effect of the authority of representation on third parties are different. Under Article 371/3 TCC, a limitation of the authority of representation may not be asserted against third parties in good faith, except for exceptions provided by law such as joint representation or limitation to branch affairs. The representation provisions of limited liability companies are also examined within the framework of Article 629 TCC. It should not be assumed that a monetary ceiling set merely by internal correspondence will in every case prevent third-party claims against the company.
Internal expenditure limit
A management organ's requiring a second approval for transactions above a certain amount relates to the authority and responsibility of the person carrying out the transaction within the company. This internal control does not in every case prevent the company from being bound externally. For this reason, a supervision, reporting and liability system relating to violations of internal limits should be established separately.
Form of representation that can be asserted against third parties
The legal effect of arrangements accepted by the law, such as joint representation announced in the registry and representation limited to branch affairs, is different from that of mere monetary spending limits. By whom, in what capacity and under what registered representation arrangement the specific transaction was carried out must be examined.
What control system should be established for the authority of representation?
A representation model consistent with the registry and, where necessary, a joint-signature system should be determined; banking authorities, payment approval flows, contract control thresholds and management reporting should be set up consistently with this model. Transaction authority, management duty and internal audit responsibility should not be confused. For a detailed examination, there is the Unauthorised Transaction and Signature on Behalf of the Company article.
9. Not knowing the personal liability of company shareholders and managers
That joint-stock and limited liability companies are liable for their own debts essentially with the company's assets does not mean that shareholders or managers are free from personal liability in all cases. The company's private-law debt, public receivables, a manager's capacity as statutory representative and personal security given by a person must be distinguished from one another.
Who is liable for public debt and for private-law debt?
Liability of a limited liability company shareholder for public receivables
Under Article 35 of Law No. 6183, the liability of limited liability company shareholders for public receivables that cannot be collected from the company or are understood to be uncollectible may arise in proportion to their capital shares. In the tax liability of statutory representatives, Article 10 VUK and other relevant provisions provide different conditions. The liability structure of social security (SGK) premiums and other institutional receivables must also be assessed separately. A mere shareholder of a joint-stock company and a board member exercising the authority of representation are not in the same capacity.
Personal guarantee, mortgage and distinction of spousal consent
A founding shareholder's giving a personal guarantee or mortgage for a company loan may create a debt or security relationship separate from the legal entity. For the suretyship of a natural person, the written form in Article 583 of the Turkish Code of Obligations No. 6098 (TBK), the date of the suretyship, the maximum liability amount and the required handwritten statements, and the spousal-consent rule in Article 584, with its statutory exceptions, must be examined. Under Article 584/3 TBK, spousal consent is not required for suretyships given by the owner of a commercial enterprise registered in the trade registry, or by a shareholder or manager of a commercial company, in connection with the enterprise or company. This exception does not remove the other statutory validity requirements of the suretyship. The capacity in which and the debt for which the suretyship was given should therefore be determined from the document. For this reason, the statement that “the debt belongs only to the company” does not give a reliable result without examining the loan and security documents that were signed.
How is the personal liability risk for a shareholder and manager examined?
The company type, the appointment of statutory representatives and financing agreements should be examined together. The scope, amount, form and termination conditions of a personal suretyship or security should be assessed before signing. The existing articles Company's Liability for SGK Debt and Joint-Stock Company Tax Debt explain the different regimes.
10. Entering into contracts and commitments before the company is registered
The renting of an office, ordering of equipment or a supply relationship sometimes begins before registry registration. Founders may assume that they have no personal liability because they made these contracts “on behalf of the company to be formed.” Yet Article 355 TCC for joint-stock companies and Article 588 TCC for limited liability companies regulate the liability of those who act on behalf of the company before registration.
If it is expressly stated that the transaction or commitment is made on behalf of the company to be formed in the future and it is accepted by the company within three months after registration, liability may rest solely with the company. If the conditions are not met, the personal and joint and several liability of those who carried out the pre-registration transaction may arise. Special provisions on incorporation expenses must also be separately examined.
How should pre-registration contracts be recorded?
For all pre-registration contracts, the person who signed, the date of the transaction, the counterparty, a record showing that the person acted on behalf of the company to be formed and the post-registration acceptance resolution should be filed. It should not be assumed that a legal entity exists before the company is formed; the obligation the founder has personally assumed should be clearly identified.
11. Incorrect determination of the subject of activity, NACE code and licences
Registration of the company in the trade registry does not mean that the planned business can be carried out at every address and in all sectors. Workplace opening and operating licences, zoning and use status, environmental permits, operating certificates for special fields such as tourism or health, professional qualifications and sectoral limits relating to foreign capital are separately examined according to the subject of activity.
The NACE code is important for the economic activity actually carried out and for public records; it does not by itself provide all permits. Entering into a long-term lease without investigating the physical and legal suitability of the activity address may also create economic risk. The title deed character of the leased immovable property, its use purpose and local licence conditions may also affect whether it can be used as a workplace.
What additional obligations should companies that will sell online check?
If the company plans to take orders or contracts through its own website, depending on the nature of the activity, the Electronic Commerce Information System (ETBİS), distance contracts, prior information to consumers and commercial electronic message consents should be added to the incorporation plan. The scope of ETBİS registration varies according to the sales channel: a business selling through intermediary platforms in Türkiye is not required to register with ETBİS solely for that reason. The business model should be examined before commencing activity according to the Ministry of Trade's electronic commerce explanations.
How should activity, permit and licence control be carried out?
An activity–permit matrix should be prepared before the registry application: each planned business should be matched with its NACE classification, required licence/permit, competent authority, address condition and document timetable. The registration process and the sectoral licensing process should be managed as different stages.
12. Failure to establish a tax and accounting record system at incorporation
A company's tax and accounting obligations do not end by merely selecting a financial adviser. By what document a sale will be recorded, by what documents expenses will be proved, tax classification, the relationship between collection and invoice, the consistency of contract–waybill–invoice–payment records and tax return periods should be determined at incorporation.
Depending on the subject of activity, corporate tax, value added tax, withholding, stamp duty and special tax regulations may come into play. The conditions of tax exemptions or incentives cannot be deemed to have been satisfied automatically after the transaction takes place. In particular, an invoice arrangement that does not correspond to the real commercial transaction, and records and documents that do not corroborate one another, may create the risk of later examination and dispute.
Why are beneficial owner notification and related-party records important?
Taxpayers that are obliged to notify beneficial owner information under General Communiqué No. 529 of the Tax Procedure Law should separately monitor the notification periods, the accuracy of the relevant information and their obligations in case of change. Debts, services, goods or other related-party transactions between company shareholders and the company must also be documented. The method and period of filing the beneficial owner notification should be determined on the basis of the applicable current regulation; it should not be assumed that all notifications have been completed with the company's registry registration.
How are accounting documents and the tax control calendar created?
The financial advisory workflow and the management's obligation to provide documents should be tied to a written operating arrangement. Bank, POS, cash, contract, stock and invoice records should be reconciled at month-end; the return and payment calendar should be checked without leaving it to a single person. Broad explanations of tax matters should be verified through the Revenue Administration's official legislation and guides.
13. Confusing commercial books, ETDS, e-Ledger and electronic notification
Commercial books and the electronic ledger and document systems in tax legislation are not the same concept. It should be clarified at the company's incorporation which books will be kept, in which system, by which person and from which date.
What is the difference between ETDS, e-Ledger and e-Document?
ETDS: share ledger and general assembly book
For companies whose incorporation is registered in the trade registry as of 1 January 2026, keeping the share ledger and the general assembly meeting and deliberation book through the Electronic Commercial Books System (ETDS) is mandatory. According to the Ministry of Trade's statement, keeping the board of directors resolution book in an electronic environment is left to the companies' choice. The Ministry of Trade's ETDS announcement explains this distinction.
GİB e-Ledger, e-Invoice and e-Archive applications
ETDS and the Revenue Administration's (GİB) e-Ledger, e-Invoice and e-Archive applications are not the same obligation. The scope and transition dates of these applications are determined according to taxpayer status and the characteristics of the activity. Being registered in one does not by itself show that the obligations in the other system have been performed.
Which periods does electronic notification affect?
Tax Procedure Law General Communiqué No. 596 dated 11 October 2026 regulates the obligation of relevant corporate taxpayers who establish taxpayer status after its publication to join the electronic notification system within 15 days following the start of business date. A notification received electronically never being read does not in every case prevent the legal result of service from arising. Besides the tax administration, the other official notification channels to which the company is subject should also be monitored.
What tracking system should be set up for electronic obligations?
ETDS, e-Ledger, e-Document, tax notifications and, if any, other electronic notification channels should be tied to an obligations calendar made up of separate lines. For each system, the person primarily responsible, the substitute, password/access authority, frequency of checks and the statutory period should be recorded; the missing of periods on the ground that an electronic notification was not read should be prevented.
14. Mixing company accounts with shareholders' personal accounts
The money in the company's bank account is not a savings pool that the shareholders can freely use for personal expenses. The capital that shareholders put into the company, loans they give to the company, remuneration they collect from the company, expense advances, dividends, or loans they take from the company rest on different legal and tax grounds.
A joint-stock company shareholder's borrowing from the company is subject to the conditions in Article 358 TCC; the references and special provisions applicable to limited liability companies must also be assessed. That every transfer from the bank to a shareholder bears a “shareholder current account” description does not by itself make the transaction appropriate legally and in terms of tax. Personal expenses presented as company expenses may also give rise to the risk of tax examination, manager liability and disputes among shareholders.
How are money movements between shareholders and the company documented?
For each payment, the competent organ resolution or contract, the commercial reason, the amount, the bank description, the accounting record and the tax result should be filed together. For related-party transactions, conformity with comparables and document order should be checked. A loan given by a shareholder to the company and a loan taken by a shareholder from the company are different transaction directions; for details of the first matter, the Recovery of a Loan Given by a Shareholder to the Company article may be consulted.
15. Insufficient working capital and faulty cash-flow planning
The statutory minimum capital may not be sufficient to meet the company's rent, personnel, stock, tax, technology, marketing and financing obligations in its first operating period. While the company is making sales, it may fall into payment difficulty because collections are on credit. A one-year profit projection is no substitute for weekly or monthly cash flow.
Failure to pay the capital commitment on time and insufficient working capital are different problems. In addition, if the company's balance sheet position deteriorates, assessments of loss of capital or over-indebtedness under Article 376 TCC may come into play. This provision does not mean that risks are eliminated merely by writing a higher capital at incorporation.
How should cash flow be planned before incorporation?
It is useful to prepare a pre-incorporation cash-flow plan with at least three scenarios: expected sales, delayed collection and unexpected cost increase. The financing need, the shareholders' commitment limits and the personal risks of bank guarantees should be assessed together. For loss of capital and over-indebtedness, the existing TCC Art. 376 guide offers a linked examination.
16. Failure to establish a commercial contract and receivables collection system
In the company's first commercial activities, the offer, order, sale, delivery, invoice and payment documents need to complement one another. The mere issuing of an invoice does not mean that every contractual condition and delivery of goods is proved beyond dispute. In contracts, the provisions on price, delivery, acceptance, defect, delay, warranty, payment date, interest, security and termination should be clear.
Not examining at all the ability to pay of a customer dealt with on credit, or a single buyer making up a large part of total turnover, can increase financial dependence. When collection is delayed, the conditions for notice, default, mediation, litigation and enforcement are different. Enforcement proceedings started without gathering evidence consistent with the contract may also encounter objection and proof problems.
How should the contract, security and collection procedure be prepared?
A written contract, limit, security and approval policy should be applied according to the sale amount and customer risk. An ageing report of receivables should be reviewed monthly by management; payment and delivery records should be kept accessible. A document and time-limit check should be made on the date the commercial problem is first noticed.
17. Neglecting personnel, social security (SGK) and labour law obligations
Who will carry out the company's activities in which legal relationship should be clearly determined before incorporation. Shareholding, the duty of a company organ, an employment contract and an independent service relationship are different from one another. Having an employee issue invoices does not by itself change the nature of the real relationship as an employment contract.
Under Law No. 5510, for insured persons under 4/a, the notification of entry into employment must, as a rule, be submitted at least one day before the start of work; sector and special-case exceptions exist. The employment contract, wages, overtime, annual leave, occupational health and safety, risks of work accidents and the personal data arrangement are areas that the employer must plan at the outset.
Is a company shareholder's insured status the same as an employee's insured status?
No. The status of a limited liability company shareholder, or of a shareholder who is a member of the board of directors of a joint-stock company, under the provisions of Article 4/b of Law No. 5510 must be distinguished from the insured status of employees under an employment contract under 4/a. If a person has more than one status, or has an actual working relationship together with shareholding, the premium and notification rules to be applied must be assessed separately.
How should personnel and employer obligations be planned?
Before personnel are hired, the job description, legal status, employment contract, notification of entry into employment, payroll, occupational health and safety obligations and the employee data processing procedure should be linked together. For a foreign employee or manager, the work permit obligation should be checked separately. The basic notification rules are explained on the SGK page on employer obligations.
18. Confusing trademark, trade name and software rights
Rights in a trade name, trademark, domain name, work and software do not rest on the same legal protection. A company name's being in the trade registry does not mean that the same word or visual is protected as a trademark in all classes of goods and services. A preliminary search of the trademark, domain name and signs to be used should be made at the incorporation stage.
By what transaction the rights relating to software, design, database, content and trademark prepared by a founding shareholder, employee or external developer pass to the company should be clearly determined. That a fee has been paid does not by itself show that every kind of intellectual property right and management authority has been transferred. The statutory form of intellectual property transfers, the author's moral rights and the use permissions granted by contract must be assessed separately.
How are rights in the trademark and software vested in the company?
Before the company is formed, a trademark search, domain name check, intellectual property inventory, appropriate transfer or licence agreements and external service provider agreements should be prepared. In software projects in particular, it must be clear under what conditions independent access and control of the source code, administration panel and technical accounts are transferred. The existing Startup Law Guide addresses this process with its investment dimension.
19. Leaving personal data protection (KVKK) and digital account security until after incorporation
Customer information, employee personnel records, camera footage, online sales data and contract archives may contain personal data depending on the nature of the business. Failing to examine data flows at all at incorporation may give rise to problems of legal processing conditions, notification, retention, access security and breach management. If a foreign server, cloud service or service provider abroad is used, the special conditions and contractual measures relating to the transfer of personal data abroad must also be separately investigated. An exemption from the VERBİS registration obligation does not remove the other obligations of Law No. 6698.
Opening digital accounts through a personal e-mail is another risk. If the domain name, corporate mail, cloud storage, advertising panel, e-commerce management, customer relationship system and accounting software remain tied to a single founder's personal account, access may be lost when the shareholding separates or personnel change.
How are personal data and digital accounts secured?
A personal data inventory, notification and the necessary agreements should be prepared according to actual processing. In digital systems, account ownership in the company's name, the principle of least privilege, multi-factor authentication, a backup administrator, regular backups and an access revocation procedure should be established. For exemptions, the KVKK's VERBİS explanations should be taken as the basis.
20. Failure to plan internal audit, reporting and corporate governance
One of the most important management mistakes of new companies is tying all decisions to the founder's memory and personal control. Failing to record board of directors or board of managers resolutions, not defining spending authorities, lacking a monthly financial report and not tracking critical contracts increases the risk of error or irregularity.
Article 375 TCC lists among the non-transferable duties of the board of directors in a joint-stock company also the senior management, the management organisation, accounting, financial supervision and the necessary financial planning arrangement. The provisions of Article 625 TCC et seq. concerning the managers of a limited liability company must be assessed separately. Delegation of authority does not by itself remove all of the management's supervisory and duty-of-care responsibilities.
What internal controls and reports should be prepared at the incorporation stage?
A short and workable corporate governance package should be created at incorporation: a signature and expenditure matrix, a monthly budget–actual comparison, a receivables ageing report, a contract calendar, an electronic notification check, management resolution records, a data access list and substitute persons responsible. The processes should not turn into unnecessary bureaucracy; but for every critical transaction, who did what, with what authority and on the basis of which document should be capable of later review.
Which documents and decisions should be checked before the company is set up?
When the 20 mistakes are assessed together, the minimum pre-incorporation review should cover the following groups of documents and decisions. The checklist does not mean that the same documents are mandatory for all sectors; it is adapted according to the nature of the activity.
| Control area | Question to be answered before incorporation | Document or record to be examined |
|---|---|---|
| Company type | Limited or joint-stock; what is the liability difference? | Comparative incorporation assessment |
| Shareholding | Who will contribute what, who will manage, what happens in a dispute? | Founders' memorandum, shareholders' agreement |
| Institutional order | Which organ can take which decision? | Articles of association/company agreement, draft organ resolution |
| Capital and cash | When will the commitment be paid; how will the initial expenses be met? | Capital timetable, cash flow and budget |
| Representation | Who will sign which transaction with which form of representation? | Representation resolution, internal control and bank authorities |
| Pre-registry transactions | Who has entered into which commitment before the company is formed? | List of leases/orders/contracts and acceptance timetable |
| Activity and licence | Are the address and activity compliant with legislation? | NACE, licence and permit matrix |
| Tax and books | Which electronic records and notifications are required? | ETDS, e-document, e-notification, return calendar |
| Employees and data | Are the entry into employment, OHS and KVKK processes ready? | Employment contract, SGK/OHS, data processing inventory |
| Commercial continuity | Who holds collection, contracts, accounts and access? | Collection procedure, contract calendar, account inventory |
Conclusion: the company's future is shaped before the incorporation agreement is signed
The common feature of the important mistakes made in setting up a company is that incorporation is seen merely as a registry application and an initial cost calculation. Yet shareholding balance, a legally valid company agreement, control in representation, the risk of public debt, financing, the record-keeping system and the management of digital assets should be planned before the company starts its activities.
Not all wrong choices at incorporation can be easily corrected afterwards. Some deficiencies may require amendment of the company agreement, agreement of the shareholders or obtaining new permits; some may give rise to liabilities affecting personal assets or to losses of rights that are difficult to remedy. A sound incorporation approach aims not merely to register the company but to place the shareholding, management, payments, information and possible separations in a legally workable order.
For this reason, the most valuable work before incorporation is not merely completing the necessary papers; it is identifying and preventing the risks before any signature is made.
Frequently Asked Questions
What is the minimum capital for limited liability and joint-stock companies in 2026?
The general minimum capital is TRY 50,000 for a limited liability company and TRY 250,000 for a joint-stock company. For non-public joint-stock companies that adopt the registered capital system, the minimum initial capital is TRY 500,000. These do not show the company's real working capital requirement.
Can a company be incorporated with a single shareholder?
Yes. A joint-stock company and a limited liability company can be incorporated by a single person (TCC Art. 338, 574). The institutional records, representation, capital and tax obligations of a single-shareholder company continue.
Is a shareholders' agreement mandatory?
There is no general obligation requiring a separate shareholders' agreement for every multi-shareholder company. However, it may be important with regard to voting arrangement, investor entry, share transfer, exit and special arrangements that reduce the risk of dispute. The validity of the provisions and their effect on the company are examined separately.
Is a 50%–50% shareholding in itself a mistake?
No. An equal share structure is legally possible. The risk is that the decision mechanism becomes unworkable if a disagreement arises on important matters. It is useful to plan deadlock and exit scenarios in advance.
Is a limited liability company shareholder liable for the company's tax debt?
When the statutory conditions are met, a limited liability company shareholder's liability in proportion to their share for public receivables that cannot be collected from the company or are understood to be uncollectible may arise under Article 35 of Law No. 6183. Different provisions are examined for the statutory representative capacity and SGK receivables.
Is the share ledger of a company newly incorporated in 2026 kept electronically?
For companies whose incorporation is registered in the trade registry as of 1 January 2026, keeping the share ledger and the general assembly meeting and deliberation book through ETDS is mandatory. This system should not be confused with the e-Ledger and e-Invoice applications in tax legislation.
Can an office be rented before the company is registered?
A lease or other contract may be entered into before incorporation; however, personal liability may arise for those who give a commitment on behalf of a company that has not yet acquired legal personality. The conditions of express notice and acceptance within three months following registration in Articles 355 and 588 TCC should be examined in the specific transaction.
Does writing a monetary limit on signing authority at incorporation protect the company?
Not in every case. An internal approval and spending limit is not the same as a limitation of representation valid against third parties. Articles 371 and 629 TCC, the registry and the form of representation should be examined together.
Is trademark registration the same as company name registration?
No. A trade name, a trademark and a domain name carry different functions and protection regimes. It is important to carry out a trademark search at incorporation and, if necessary, to establish a separate trademark registration strategy.
Are these checks necessary only for large companies?
No. In single-shareholder companies or companies with few employees as well, there may be risks relating to contracts, representation, tax, financing, electronic notification and data security. The scope of the checks should be set in proportion to the company's scale, activity and specific risks.
If the company will start selling online, is ETBİS registration mandatory in every case?
No. The ETBİS obligation varies according to the platform on which the sale is made and the nature of the activity. If the company will take orders or contracts in its own e-commerce environment, it should check the relevant registration conditions before starting activity. In the case of those selling through intermediary platforms established in Türkiye, different exceptions apply.
Must the company's beneficial owner information be notified separately?
Taxpayers that have a notification obligation under the Tax Procedure Law General Communiqué No. 529 should provide the relevant beneficial owner information in accordance with the periods and procedures in the legislation. It should not be assumed that the notification has been made automatically by the registration transaction; whether the company is specifically subject to notification and the currency of the information should be examined separately.
Sources
- Turkish Commercial Code No. 6102, in particular Art. 329, 332, 335, 338–343, 344, 355, 358, 371, 375, 376, 573–588, 595, 608, 625, 629, 636. Ministry of Justice, UYAP Legislation.
- Republic of Türkiye Ministry of Trade, “Şirket Bilgileri” (Company Information), capital, company types, commercial books and incorporation explanations. Official source.
- Republic of Türkiye Ministry of Trade, “1 Ocak 2026 Tarihinden Sonra Kurulacak Şirketlerde Elektronik Ticari Defter Sistemi Zorunlu Olacak” (The Electronic Commercial Books System Will Be Mandatory for Companies Incorporated After 1 January 2026). Official announcement.
- Republic of Türkiye Ministry of Trade, Electronic Commercial Books System and implementation guides. ETDS.
- Tax Procedure Law No. 213 and Tax Procedure Law General Communiqué No. 596, Official Gazette 11 October 2026, issue 33397. Revenue Administration official text.
- Law No. 6183 on the Procedure for Collection of Public Receivables, in particular Art. 35 and repeated Art. 35; Tax Procedure Law No. 213, Art. 10. Legislative provisions and the relevant liability assessment in the Ministry of Justice case-law database.
- Law No. 5510 on Social Insurance and General Health Insurance and Social Security Institution, “İşverenin Yükümlülükleri” (Obligations of the Employer). Official explanation.
- Personal Data Protection Law No. 6698 and Regulation on the Data Controllers Registry, in particular Regulation Art. 5. Personal Data Protection Authority.
- Industrial Property Law No. 6769 and Law No. 5846 on Intellectual and Artistic Works; legislation on the protection and transfer of intellectual property rights.
- Istanbul Chamber of Commerce, “Limited Şirketler” and “Anonim Şirketler” incorporation procedures. Limited liability companies · Joint-stock companies.
- Tax Procedure Law General Communiqué No. 529, beneficial owner notification and related obligations. Revenue Administration.
- Turkish Code of Obligations No. 6098, Art. 583–584 (form of suretyship, spousal consent and the statutory exception); Law No. 6455 Art. 77 (the third paragraph added to Art. 584 TBK in 2013). TBMM, original text of Law No. 6098 · TBMM, Law No. 6455 Art. 77.
- Ministry of Trade, Electronic Commerce Frequently Asked Questions and ETBİS explanations. Official explanation.