Determining the Company Type and Legal Structure
The first decision in forming a company is not only the company name or the amount of capital. The nature of the activity, the number of shareholders, the need for investment, the share transfer plan, the management and representation model, the liability of the shareholders, the approach to profit distribution, the form of financing and the future growth or exit plan must be assessed together.
In Türkiye, commercial companies include joint-stock, limited liability, general partnership and limited partnership companies, as well as cooperatives. The everyday expression “sole proprietorship or partnership” does not denote a single technical company type; the legal consequences of an individual’s commercial enterprise differ from those of partnerships of persons. For this reason, the legal model suited to the activity must be determined before formation. Special laws and secondary regulations apply separately to cooperatives and publicly traded companies.
In formation and restructuring work, the following are
- Company type and shareholding structure
- Cash or in-kind capital
- Share classes and any privileges
- Composition of the management body and its decision-making order
- Representation, signing and limits of authority
- Share transfers, exit from the company and dispute resolution mechanisms
- Scope of activity, sector permits and the foreign investment element
- Tax and employment links
- The possibility of future investment, merger, acquisition or liquidation
reviewed together.
Company Formation, MERSİS and Trade Registry Procedures
Company formation and structural changes form a process that begins on MERSİS and is completed through registration and announcement procedures before the competent trade registry directorate. Entering the articles of association into the system, determining the founders and authorized persons, capital documents, signature and authority procedures, chamber registration, required permits and post-formation obligations must be carried out within a single timetable.
In this scope, the following are
- Applications for the formation of joint-stock and limited liability companies
- Assessment of the trade name and the scope of activity
- Preparation of the articles of association or the company agreement
- Formation of single-shareholder or multi-shareholder structures
- Documents of foreign individual or legal entity shareholders
- Apostille, certification and translation requirements
- Changes of company headquarters and address
- Changes in purpose and subject matter, capital, management and representation
- Transfer of headquarters, opening or closing of a branch
- Registration, announcement, deregistration and trade registry documents
- Procedures before MERSİS, the trade registry, the chamber and related institutions
carried out. Because the current document list, the method of the procedure and the minimum capital amounts may change depending on legislation and administrative practice, they are checked again on the date of application.
Company Records, Commercial Ledgers and Corporate Compliance
The share ledger, the general assembly meeting and deliberation ledger, the board of directors’ resolution ledger and the company’s other statutory records are important for proving shareholding, management authority and resolutions. The opening or closing certifications of the ledgers, the correct recording of resolutions, the retention of electronic records and the timely notification of resolutions subject to registration must be monitored together.
Corporate compliance work may cover the following topics:
- Review of the statutory ledgers and the resolution order
- Updating the share ledger and shareholding information
- Bearer shares and the required records or notifications
- Comparing trade registry records with the actual situation
- Beneficial owner and other corporate notification obligations
- Whether representation and signing authorities are up to date
- Assessing website obligations specifically for the company
- Processes for becoming subject to independent audit and selecting an auditor
- Links to personal data protection and information security
- Competition law and sector-specific regulatory checks
- UETS, KEP (registered electronic mail) and corporate notification processes
- Entering changes in management and shareholding into the record system
Companies with Foreign Capital, Branches and Liaison Offices
Foreign investors may establish a company in Türkiye, become a shareholder in an existing company, acquire shares, open a branch or, under certain conditions, set up a liaison office. The legal model of the transaction must be determined by taking into account the investor’s purpose of activity, whether income will be generated, the management and liability structure, permits and tax consequences.
In this scope, the following are
- Formation of a company with foreign individual or legal entity shareholders
- Structuring a subsidiary or branch in Türkiye
- Liaison office permit and duration procedures
- Apostille, certification and translation of foreign documents
- Appointment of managers and representatives
- Foreign capital notifications
- Sector restrictions and preliminary permits
- Share transfers and company acquisitions from abroad
- International shareholders’ agreements
- Governing law, jurisdiction and arbitration provisions
addressed. Company law work concerning foreign investors is carried out, where necessary, together with tax, work permit, citizenship or residence, competition and real estate legislation.
Ongoing Company Law Advisory
Company law does not arise only at the formation or litigation stage. Regular follow-up of resolutions, registrations, contracts, notifications and compliance makes the risks that may arise in the company’s day-to-day activities visible earlier.
Within the scope of ongoing advisory, the following may be
- Annual general assembly and corporate resolution calendar
- Resolutions of the board of directors and of managers
- Monitoring representation and signing authorities
- Updates to the articles of association and internal directives
- Share ledger and shareholding changes
- Trade registry and MERSİS procedures
- Review of commercial contracts with respect to company authorities
- Legal notices and notarized warning letters
- Corporate compliance and risk assessments
- Coordination of legal processes with shareholders, management and third parties
provided. The scope of the service is determined according to the size of the company, its sector and the intensity of its transactions.
A Compliance Framework That Keeps Working After Formation
A transaction should not be regarded as complete upon registration. Responsible persons are designated for signing authorities, ledgers, notification channels and the resolution calendar. Every document must be consistent with the company’s current shareholding and representation records.
Electronic commercial ledgers
According to the Ministry of Trade’s announcement, for companies registered as of January 1, 2026, the share ledger and the general assembly meeting and deliberation ledger are kept on the Electronic Commercial Ledger System (ETDS). Whether an existing company falls within the scope is checked separately. ETDS is not the same as the accounting e-Ledger application; the status of the management body’s resolution ledger is determined separately.
Division of tasks for UETS and KEP
UETS is the National Electronic Service System. Service is deemed made at the end of the fifth day following the day it reaches the electronic address. Failure to read it, or a deficiency in the SMS notification, does not by itself postpone the time limit. The person responsible for monitoring the company’s account, and a backup, should be designated. KEP is a separate notification system; the five-day rule of UETS does not apply to every KEP message.
Which service will be obtained?
The scope of a one-off formation or registry procedure and that of ongoing advisory are determined separately. Whether resolution preparation, contract review, attendance at meetings and litigation are included in the engagement is clarified at the outset. Whether the application is made on behalf of the company or of a shareholder should be disclosed for the conflict-of-interest check.