Investing in Türkiye: Company Formation, Foreign Capital, Taxes, Incentives and Legal Processes

What Does Investing in Türkiye Mean?

Direct investment, portfolio investment and business acquisition are different things

Direct investment may be carried out by forming a new company in Türkiye, becoming a shareholder in an existing company in a way that gives control or a significant stake, acquiring a business or production facility, creating new investment capacity, or opening a branch on behalf of a foreign company. By contrast, scattered acquisitions of shares on the stock exchange are not in every case direct foreign investment within the meaning of Law No. 4875. Article 2 of the Law separately defines acquisitions of shares outside the stock exchange and acquisitions on the exchange that confer at least 10 percent of the shares or the same proportion of voting rights. [K1]

The legal classification of the investment matters, because company formation, share transfer, foreign capital notification, competition clearance, title deed transactions and tax consequences are not the same. For example, an investor’s purchase of real estate in Türkiye, acquisition of the shares of a Turkish company, or operation through the Turkish branch of a foreign parent company may give rise to different obligations.

The advantages of investing in Türkiye and their limits

The opportunities Türkiye offers in manufacturing, logistics, tourism, services, agriculture, technology and regional trade are matters for investors to assess. That said, no sector, region or type of investment is profitable or tax-exempt by itself. Currency risk, working capital needs, energy and labor costs, collection periods, the licensing regime, zoning conditions and contractual risks should be calculated before the investment decision.

A corporate investment plan should answer at least three questions: what asset will the investor legally acquire; how will the investor exercise actual and legal control over that asset; and what financial and legal obligations will the investor face at the profit, operation or exit stage?

The Rights of Foreign Investors in Türkiye and Law No. 4875

Freedom of investment and equal treatment with domestic investors

Under Law No. 4875 on Direct Foreign Investments, subject to international agreements and the provisions of special laws, foreign investors may invest in Türkiye and benefit from equal treatment with domestic investors. Having a Turkish shareholder is not a general condition for a foreign shareholder to form a company. Under Turkish law it is possible to form a company, become a shareholder or open a branch. The Law also regulates the basic principles on the protection of investors, the conditions of expropriation, transfer facilities and the resolution of disputes. [K1], [K2]

However, equal treatment does not remove the permits required for banking, insurance, finance, media, aviation, energy and other activities subject to special regulation. Sector-specific capital, qualified shareholder, suitability, licensing and supervision requirements are researched separately. Freedom of investment also does not mean that every foreigner may acquire every immovable property, or that a foreigner may work in Türkiye merely by forming a company.

Entry of capital, transfer of profits and protection of the investment

Under the transfer provisions of Law No. 4875, and within the framework of the financial legislation in force, net profit, dividends, the proceeds of the sale or liquidation of the company, license and similar payments, and the principal and interest of foreign loans may be transferred abroad. However, freedom of transfer does not mean that there is no tax withholding or bank compliance control. The type of payment, documentation, withholding tax and, where applicable, the double taxation treaty are reviewed separately. [K1], [K7]

The investor’s property rights and contractual rights may be protected under Turkish law as well as under applicable investment treaties and, depending on the type of dispute, arbitration provisions. A measure taken by the State and a private-law dispute between commercial partners are not subject to the same path of adjudication. The applicable arbitration clause, jurisdiction agreement and international treaty must be identified in the specific file.

New in 2026: qualified service centers

Law No. 7582, published on 4 June 2026, added the "qualified service center" (nitelikli hizmet merkezi) regime to Law No. 4875. Under certain conditions, this model covers capital companies established to provide services to a related company or group of companies active in at least three countries, and which derive at least 80 percent of their annual revenue from related companies abroad. The conditions of this status, regulated for financial management, risk management, technology, coordination and similar services, are assessed company by company. [K3]

Provisions on these centers, such as the corporate tax reduction and the exemption for qualified personnel wages, depend on specific conditions and effective dates. Not every foreign-capital service company established in Türkiye is automatically a qualified service center. The limits of Attorneyship Law No. 1136 also continue to apply to legal services concerning Turkish law or legal transactions within Türkiye. [K3], [K15]

The Main Legal Routes for Investing in Türkiye

Forming a new Turkish company

An investor may prefer to carry out its activities in Türkiye through an independent legal entity. The choice between a joint-stock company and a limited liability company should be made in light of financing, share transfers, the shareholders’ exposure to public receivables, corporate governance and the investor’s later exit. Once registered, the company acquires separate legal personality; its management, powers of representation and field of activity are regulated in the articles of association.

Becoming a shareholder in an existing company or taking it over

Taking over the shares of a business may also indirectly bring with it existing contracts, employees, licenses and liabilities relating to past periods. For this reason, agreeing on the share purchase price does not mean that the legal review of the investment is complete. Tax and social security debts, lawsuits and enforcement files, encumbrances on immovables, whether licenses carry over, and the powers of the company’s managers are investigated before closing.

Branch, liaison office and joint venture

A foreign company may open a branch in Türkiye. A branch is not a legal entity separate from the parent company; it operates in connection with the head office’s field of activity, and the registration conditions concerning the appointment of a fully authorized representative resident in Türkiye are important. A liaison office, on the other hand, cannot as a rule be used to carry out activity generating commercial income; it is subject to the permission of the Ministry of Industry and Technology, to its scope of activity and to notification obligations. An ordinary partnership or a contractual joint venture creates a different allocation of risk; a joint venture agreement is not presumed to create a legal entity. [K2]

Documents that may be requested when opening a branch of a foreign company

In registering the Turkish branch of a foreign company, the documents required by the activity and by the law of the home country are assessed together with Turkish commercial registry procedure. Depending on the nature of the transaction, the following are prepared: the head office’s current registry/activity record and articles of association, the decision of the company’s competent body to open a branch in Türkiye, the decision or power of attorney concerning the appointment of a resident, fully authorized representative for the branch, signature declarations, a declaration containing the branch-specific trade name, address, capital and scope of business, where necessary the special permit of the relevant authority, and duly certified Turkish translations of the foreign documents. [K2]

Whether the body that decided to open the branch of the foreign company was actually competent, the representative’s powers before courts and public authorities, and the scope of the power of attorney should be verified within the same transaction. Whether an apostille or consular certification is needed for documents issued abroad is determined by the issuing country and the applicable bilateral/multilateral agreements. Registration of the branch with the trade registry and the grant of a work/workplace/activity permit are separate transactions.

Types of Companies That Can Be Formed in Türkiye and Choosing the Right Structure

Commercial companies and the distinction from the ordinary partnership

Turkish Commercial Code No. 6102 regulates, as commercial companies, general partnerships, limited partnerships, joint-stock companies, limited liability companies and cooperatives; for cooperatives, Cooperatives Law No. 1163 is also taken into account. A limited partnership whose capital is divided into shares differs from an ordinary limited partnership. The expression "sole proprietorship/partnership" (şahıs şirketi) used in practice sometimes describes the commercial enterprise of a natural person and sometimes partnerships of persons; this term should be clarified in legal review. An ordinary partnership under the Turkish Code of Obligations, on the other hand, does not as a rule form a separate legal entity. [K4]

Joint-stock company: capital, management and share transfer

A joint-stock company may be formed with at least one natural or legal person as shareholder. As a rule, the company’s assets are liable for the company’s debts; shareholders are liable to the company for the capital they have undertaken to contribute. As of 2026, the minimum capital of a joint-stock company with a basic capital system is TRY 250,000; the starting capital of a non-public joint-stock company that has adopted the registered capital system is at least TRY 500,000. At least one quarter of the cash capital must be paid before registration, and the remainder, as a rule, within 24 months from registration. Sector-specific capital requirements may exceed these minimum amounts. [K4]

General assembly and board of directors

The mandatory organs of a joint-stock company are the general assembly and the board of directors. The board of directors may consist of one or more members; under appropriate conditions, a legal entity may also be a board member, in which case the natural person who will act on its behalf is registered and announced. The statement in the earlier version of this article that wholly excluded legal entities from board membership is therefore not consistent with current law. Powers of representation, internal directives, signatories, delegation of management and the limits of authority should be planned at the formation stage. [K4]

Provisions in the articles of association that are critical for the investor

The articles of association contain the trade name and head office, the field of activity, capital and classes of shares, privileges, any restrictions on transfer of registered shares, the organs, general assembly rules, and provisions on representation and management. The compatibility with mandatory company law rules of provisions regulated by a shareholders’ agreement, such as pre-emption, tag-along, drag-along, veto, share purchase or repurchase, exit and dispute provisions, is also reviewed separately. The effect of a shareholders’ agreement on the company and on third parties may differ from the effect of the articles of association.

Limited liability company: the shareholder limit, managers and public debts

A limited liability company may be formed with one to fifty natural or legal persons as shareholders. In 2026 the minimum basic capital is TRY 50,000, and the whole of the cash capital may, as a rule, be paid within 24 months after registration. The manager or board of managers manages and represents the company; at least one shareholder must have the power of management and representation. This person may be a foreigner; if actual work is involved, work permit conditions are assessed separately. [K4]

Liability of the limited liability company’s shareholder and manager

As a rule, the company’s assets are liable for the private-law debts of a limited liability company; however, under Article 35 of Law No. 6183, the shareholders of a limited liability company may become liable, in proportion to their capital shares, for public receivables that cannot be collected from the company. The tax and public-debt liability of managers/statutory representatives is assessed separately under Article 10 of the Tax Procedure Law (VUK), repeated Article 35 of Law No. 6183 and the relevant procedural provisions. Shareholder status and representative status, as well as the periods of liability, must not be confused. Merely being a "passive shareholder" does not in every case eliminate the risk of public debt.

General partnership, limited partnership, cooperative and natural person enterprise

In a general partnership, the personal liability of the partners and the fact that only natural persons may be partners; in a limited partnership, the different liability regimes of the general and limited partners; and in a cooperative, its special formation and membership principles, determine the choice. A natural person’s conducting a commercial enterprise in his or her own name does not mean that he or she has formed a capital company that has acquired separate legal personality. Where an investment with large capital, shared control and foreign participation is needed, the unlimited liability and exit difficulties of these models should be specifically discussed.

Formation and registration procedures for a natural person’s commercial enterprise

A natural person’s operation of a commercial enterprise in his or her own name does not in every case mean the formation of a commercial company or the creation of a second legal entity. The nature of the commercial enterprise, the distinction between tradesman and merchant, registration with the trade or tradesmen’s registry, tax liability, electronic document and bookkeeping obligations, social security status and activity-specific licenses must be determined together. It is not correct to treat every document or notarial act appearing in an older practice list as mandatory in 2026 for all natural person enterprises. The tax office inspection and, where necessary, the trade registry procedures are carried out according to the legal status actually chosen.

Why does the 31 December 2026 capital alignment deadline matter?

Under provisional Article 15 of Law No. 6102, for existing joint-stock and limited liability companies whose capital has remained below the minimum capital limit, raising the capital to the amount in the legislation by 31 December 2026 is important. The current statement of the Ministry of Trade points to the provisional provision that provides for dissolution in the event of non-compliance. An investor who will take over an existing company must by all means check capital compliance before the purchase. [K5]

How Are Joint-Stock and Limited Liability Companies Formed?

The sequence of steps from the investment decision to trade registry registration

1. Determine the field of activity and, if necessary, sector-specific permits; identify the investor and the ultimate beneficial owner structure.
2. Decide on the company type, trade name, head office, capital and share distribution.
3. Prepare the founders’ identity, representation and authority documents; assess whether apostille or consular certification and Turkish translation of foreign documents are required.
4. Prepare the articles of association and the registration application through MERSİS; complete the signature and signature circular procedures at the registry directorate.
5. For a joint-stock company, complete the mandatory proof of capital payment; for contributions in kind, complete the valuation, the title deed/registry annotation and other required documents.
6. Complete trade registry registration, chamber registration, tax and social security (SGK) procedures and, if required, special licenses and workplace permit processes.
7. Depending on the nature of the activity, schedule e-invoice, e-ledger, ETDS, occupational health and safety, KVKK (Personal Data Protection) and foreign capital notifications.

The Ministry of Trade’s MERSİS statements show that the preparation of the articles, registration and some public notifications are integrated through electronic processes. Although formation procedures may be concluded quickly at one stage, it cannot be guaranteed that bank compliance review, the certification of documents from abroad or an operating license will be completed on the same day. [K2], [K6]

Basic documents for a foreign natural person founder

The following are prepared: the passport and, where necessary, its Turkish translation certified by a notary, a foreign identity/tax number, address and contact details, the founder’s capital commitment, documents on representing the company, and, if the founder acts through an attorney, a power of attorney of sufficient scope. It should not be presented as a legal requirement that a founder without a residence permit in Türkiye must supply a general residence certificate merely because of becoming a shareholder. However, additional documents may be required in MERSİS, bank, tax and private-sector applications.

Basic documents for a foreign legal entity founder

The following are prepared: the company’s incorporation and current activity/registry certificate, the organ decision determining the foreign company’s decision to invest in Türkiye and its authorized representative, authority/signature records, a power of attorney, ultimate ownership information and the necessary Turkish translations. Depending on the country in which the documents were issued and the registry procedure in which they will be used, the 1961 Hague Apostille Convention, consular certification or a special exemption regime are assessed separately. An apostille alone does not confirm the accuracy of every statement in the content or the scope of the company representative’s authority. [K2]

Capital in kind, payment of capital and electronic records

Immovable property, trademarks, intellectual property rights or other transferable asset items may be capital in kind under the statutory conditions. Service performance, personal labor and commercial reputation cannot be counted as capital. For capital in kind, the expert report by an expert appointed by the court, whether any attachment/injunction or restrictive right exists over the asset, the relevant registry procedures and the valuation process are important. Cash capital and capital contributed in kind do not produce the same result for the investment in terms of tax, balance sheet recognition and shareholder rights. [K4]

Share Transfers and Company Acquisitions in Türkiye

Transfer of shares in joint-stock companies

The method of share transfer in joint-stock companies varies according to whether the share is registered or bearer, whether a share certificate has been issued, the restrictions in the articles of association and, where applicable, dematerialization. For registered shares, endorsement and transfer of possession; for bearer share certificates, in addition to delivery, the notification obligations to the Central Registry Agency (MKK) are examined separately. A share transfer is not as a rule always registered with the trade registry; however, separate events requiring registration may arise because of management, representation, sole shareholding or special legislation. [K4]

Transfer of basic capital shares in limited liability companies

Under Article 595 of the Turkish Commercial Code, the transfer of a limited liability company’s basic capital share and the transaction creating the obligation to transfer are made in writing, with the signatures of the parties certified by a notary. Unless the articles provide otherwise, general assembly approval is required; registration, the share ledger, restrictions in the articles and the time at which the transfer takes effect must also be reviewed. A notarized agreement alone does not mean that all internal company and registry procedures have been completed in every case. [K4]

Which areas should legal due diligence cover?

Corporate and contractual review

The trade registry history, articles of association, shareholders/share ledger, management and representation decisions, general assembly minutes, share pledges, shareholders’ agreement, major customer and supply contracts, non-compete restrictions, security and guarantees, and change-of-control provisions are reviewed.

Financial, tax and employment review

Unpaid tax and social security debts, ongoing audits and lawsuits, cash/bank reconciliation, beneficial owner notification, employees’ seniority and leave rights, undeclared employment, collective labor agreements, foreign work permits, and environmental and occupational safety obligations are checked.

Real estate, technology and regulatory permits

For the company’s real estate, the title deed and encumbrances, intended use, licenses, zoning and occupancy permits; for intellectual property, registration, source code/license rights and third-party access; and, for private sector activities, whether the permits of regulatory authorities are affected by the change of ownership, are assessed. Negative findings in legal review may lead to a price adjustment, compensation, warranties, a condition precedent or a decision to halt the transaction.

Competition Board clearance and the 2026 update

If the acquisition of control of a company or the formation of a full-function joint venture exceeds certain turnover thresholds, notification to and clearance by the Competition Board may be required. With the amendment announced on 11 February 2026, a significant part of the general thresholds was raised; however, the clearance obligation cannot be determined by looking only at the sale price of the company. The current Communiqué No. 2010/4, the turnovers of the parties to the transaction, the change of control and special rules such as that on technology undertakings must be applied to the specific transaction. Closing an acquisition subject to clearance without obtaining the necessary clearance may have serious legal consequences. [K8]

Pre-Investment Agreements and Allocation of Risk

Letter of intent, confidentiality and exclusivity

In investment negotiations, it should be clearly written which provisions of the letter of intent are binding. Provisions on confidentiality, non-competition or exclusivity, costs, competent court and dispute resolution may create obligations even before the final investment agreement is signed. The protection of trade secrets learned during the review and personal data processing activities under the KVKK are separate legal obligations.

Share purchase agreement and closing conditions

The price mechanism, working capital target, debt-free/cash-free valuation, closing accounts, buyer and seller warranties, accuracy of representations, cap on indemnity, security/escrow account, non-compete and the position of employees may be regulated in the agreement. Conditions precedent to closing may include competition clearance, approval of the shareholders’ meeting, lender consent, license transfer and the removal of title deed/pledge records. Early payment or delegation of authority made before these conditions are met carries a significant risk of loss.

Shareholder deadlock and exit mechanisms

Minority rights, meeting and decision quorums, rights to appoint board members/managers, budget and capital increases, access to information, share sales, resolution of deadlock in a dispute, and pre-emption and tag-along rights should be regulated at the start of the investment. Because the stakeholders are in different countries, the notice address, language, governing law and arbitration/court jurisdiction should be clearly determined.

The 2026 Investment Incentive System: Decision No. 9903

How did the incentive architecture change after 2025?

Presidential Decision No. 9903 of 29 May 2025 and Implementation Communiqué No. 2025/1 established, for investment incentives, the axes of the Türkiye Century Development Move and the Sectoral and Regional Incentive System. There are separate evaluation conditions for technology, local development, strategic investments, priority investments and target investments. Project-based supports and R&D/free zone regimes are examined separately. [K9], [K10]

Changes were also made to the program and its annexes in 2026; for example, Communiqué No. 2026/1 of 9 April 2026 changed the format of the certified public accountant (YMM) report that may be requested in some cases for the investment completion visa. For this reason, it should not be assumed that all the rates in a 2025 incentive presentation automatically apply to new applications. [K10]

Support instruments and to whom they may apply

Depending on the type, location and certificate of the project, a VAT exemption, customs duty exemption, reduced corporate tax, employer’s share of social security premium support, interest or profit share support, allocation of investment land or other supports may be available. Additional instruments are provided under certain special programs. Not every support applies automatically to every investor and every expenditure item. Before applying, the sector code, fixed investment amount, machinery list, region, incentive certificate conditions, completion obligations and amendment permits are researched. [K9]

The 2026 Local Development Move and city-based priorities

In the announcements of the 2026 Local Development Move, priority investment topics were determined by province. For this reason, eligibility for incentives cannot be declared on the basis of the name of the province alone for tourism, agriculture, food, technology or other investment ideas in Antalya. The province-based priority list for the relevant year, the minimum investment size and the open application calendar must be checked together. [K11]

Incentive certificate application through E-TUYS and monitoring of the investment

An incentive application is conducted, as a rule, through the Electronic Incentive Implementation and Foreign Capital Information System (E-TUYS), with an authorized user and an appropriate electronic signature system. Whether expenditures before or during the investment fall within the scope of support, the date of the incentive certificate and the commencement conditions of the investment should be taken into account. The machinery/equipment list, project and financing documents, together with the completion visa and implementation-period reporting, are an integral part of the investment. [K10]

Tax Consequences of Investing in Türkiye

2026 corporate tax rates and the distinction between activities

For the 2026 accounting period, the general corporate tax rate is 25 percent; 30 percent applies to banks and certain financial institutions listed in the Law and to some public-private partnership project companies. Special rates, such as the five-point reduction provided for income derived from export activity, are assessed on condition that the income within the scope of the reduction is separated out. The rate is not applied automatically and uniformly to all of the company’s income. [K12]

Although Law No. 7582 regulated a rate of 12.5 percent for production and agricultural production income, this rate is provided for 2027 and subsequent taxation periods. It is incorrect to claim that 2026 production income is taxed at this rate, which will enter into force in the future. The nature of the company’s activity, its industrial registry, the source of the income and the exemptions/reductions valid for 2026 are assessed separately. [K12], [K13]

Dividend distribution, withholding tax and double taxation

Subjecting the company’s profit to corporate tax and distributing dividends to the shareholder are two separate tax stages. By Decision No. 9286 of 22 December 2024, the relevant withholding tax rate on dividends was set at 15 percent. However, the recipient’s legal status, domestic/foreign residence, the participation income exemption or an applicable double taxation treaty may change the result. The status of "foreign investor" alone does not create a withholding tax exemption. [K14]

VAT, imports, special consumption tax and exemptions on the sale of immovables

General VAT rates may be 1, 10 or 20 percent depending on the type of transaction; which goods or services are subject to which rate is determined by lists and special provisions. The purchase of machinery/equipment tied to an incentive certificate and the exemption for delivery of residences or workplaces to foreigners are not the same regime. In the exemption for the first delivery of a residence/workplace under Article 13/i of the VAT Law, the buyer’s status, the first delivery, bringing the price to Türkiye in foreign currency and the holding conditions are examined separately. A transaction is not automatically a VAT exemption merely because it is made to a foreigner. In imports, customs and special consumption tax (ÖTV) obligations are also determined project by project. [K12], [K16]

Interest deduction on cash capital increases and foreign capital

The interest deduction on cash capital increases under Article 10 of the Corporate Tax Law is a special tax provision that may apply to cash capital increases of eligible capital companies and to newly established companies’ capital that meets the conditions. The deduction amount is calculated taking into account the cash contribution, the relevant period, the calculation interest rate, the statutory reduction rates and any special restrictions. Differentiated rates or advantages applicable to capital brought from abroad may likewise be assessed only when all the conditions of the provisions in force at the time of the transaction are met. The general sentence in the earlier article, "a 75% reduction on cash capital brought from abroad," should not be used as a tax reduction valid for all foreign investments without examining the specific capital increase and the current statutory conditions. [K13], [K16]

Minimum corporate tax and other tax risks

The domestic minimum corporate tax regime valid from 2025 includes a special calculation system that takes certain exemptions and reductions into account; it should not be assumed that every incentive producing a tax result below the nominal rate can be used without limit. In related-party transactions, transfer pricing, thin capitalization, finance expense restriction, stamp tax and VAT withholding should be researched separately according to the investment model. [K17]

Not confusing capital brought from abroad with expenses

An amount transferred as company capital, loan principal, service fees, license fees and dividends have different legal and financial natures. It is important that the source and purpose are shown consistently in bank descriptions and in the company’s accounting records. Although some tax reductions tied to bringing cash capital from abroad exist, the generalization that a 75 percent tax reduction will automatically apply to every money transfer is wrong. The reduction amount is determined by the capital increase, the calculation and the statutory conditions.

E-TUYS Notifications for Foreign-Capital Companies

The annual activity notification and the end of May

Under the Implementation Regulation of Law No. 4875, foreign-capital companies and branches within scope must fill in and save the fields of the Activity Information Form for Direct Foreign Investments in E-TUYS each year by the end of May at the latest. Liaison offices have their own separate annual notification regime for the previous year’s activities. This date must not be confused with the deadline for the corporate tax return. [K2], [K18]

One-month notifications on share transfers and capital changes

Information on capital increases or decreases, changes to the shareholder list and share transfers, and on payments relating to capital or share transfers, is entered into E-TUYS within one-month periods in the cases provided in the regulation. A wholly domestic company’s coming within the scope of Law No. 4875 by acquiring a foreign investor’s shares may also give rise to a notification. From which event the period starts should be checked together with the type of transaction. The fact that the company has made its notifications does not mean that trade registry or tax notifications have been completed. [K18]

Acquisition of Immovable Property and Investment Land by Foreigners in Türkiye

The distinction between a foreign natural person, a foreign company and a Turkish company with foreign capital

Articles 35 and 36 of Title Deed Law No. 2644 regulate different groups of persons. Acquisition by natural persons of foreign nationality is subject to conditions such as nationality/country eligibility, statutory prohibitions, 10 percent of the district’s surface area open to private ownership and, in general, a limit of 30 hectares nationwide per person. The acquisition of immovable property by legal-entity companies established abroad is possible only within the framework of the provisions of special laws. Companies with foreign capital established in Türkiye are subject to the separate regime in Article 36, depending on control and share-ratio conditions. [K19]

When a foreign investor acquires the shares of a Turkish company and gains control over it, the Article 36 conditions may need to be reassessed with respect to the immovable property the company already owns or will buy. An increase in the foreign shareholding ratio is not solely a company law transaction; it may also have consequences for the title deed and governorate process.

Review of title deed, zoning, permits and actual use

The owner of record of the property, mortgages/attachments/annotations, parceling, the zoning plan, the building permit, the occupancy permit, actual use, protected-site and coastal restrictions, and the agricultural land and forest regime should be examined together. That a property can be transferred at the land registry does not prove that the facility planned on it can necessarily be built. An investor should not take on a payment obligation that is difficult to reverse without verifying the feasibility of the project with the municipality, the relevant ministry, the cadastre and other competent authorities. [K19], [K20]

Sector Permits, Licenses and Regional Investment Areas

Tourism, accommodation and commercial real estate

In the transfer of a hotel, accommodation facility, tourism investment or business, ownership of the land and buildings, building and workplace licenses, the tourism operation certificate, allocation/right of superficies, coastal and environmental conditions, and the transfer of the trademark and operating agreements are assessed together. Administrative permits do not in every case pass automatically to the new investor upon transfer of the company’s shares. In Antalya and other tourism regions, ownership rights and lease or allocation relationships on public land should be distinguished separately.

Industrial, energy and environmental permits

For industrial facilities, the allocation conditions of an organized industrial zone (OSB) or industrial region, the environmental impact assessment (ÇED) obligation, the environmental permit/license, the capacity report, the workplace opening and operating license, energy connection agreements and building safety are researched. In the energy sector, generation, distribution, storage and unlicensed activities may be subject to different permit regimes. An incentive certificate does not replace all the environmental or sectoral permits of a production facility.

Free zones and technology development zones

The free zone activity license and zone rules; in technology development zones, the real nature of R&D/design activity and personnel conditions; and in organized industrial zones, parcel allocation and activity limits, are subject to separate legislation. The existence of an incentive or tax exemption in these zones does not mean that all the income of every company registered in the zone is tax-exempt. [K9]

The Investor’s Work, Residence and Citizenship Rights

Does becoming a company shareholder replace a work permit?

No. Becoming a shareholder in a company in Türkiye or serving on its management body is distinct from actually working in Türkiye and holding a work permit. Which duties the foreign shareholder/manager will perform and whether he or she will actually be present in Türkiye are examined under International Labor Force Law No. 6735 and the relevant assessment criteria. Forming a company alone does not guarantee a residence permit or a work permit. [K21]

Investor residence permit

Under Law No. 6458, short-term residence permits may come into question for reasons such as setting up a business, business connections and investments of certain kinds. Depending on the type of application, a valid passport, income, insurance, address and supporting investment documents are important. The effect of acquiring immovable property on a residence permit is not the same as its effect on a citizenship application. The legal right of stay and the authority to work are checked separately. [K22]

Turkish citizenship by investment: thresholds and conditions

As regards exceptional citizenship, the official investment guide describes alternatives such as, for example, acquiring suitable immovable property worth at least USD 400,000, on condition that it is not sold for three years, a fixed capital investment of at least USD 500,000, USD 500,000 in deposits or other suitable financial instruments, subject to a holding period, and employment of at least 50 persons. Where the conditions are met, government debt instruments, units in real estate investment funds or venture capital investment funds, and investments in the private pension system may also be separate options, with the amount, period, asset and institutional approval conditions provided in their own regulations; the same investment method or the same disposal condition does not apply to each of them. The institution that will determine the eligibility of each investment is different. [K20]

Meeting the investment amount is not the automatic acquisition of citizenship. Foreign exchange transactions, valuation, a certificate of conformity, the nature of the immovable property, the three-year commitment, judicial/administrative assessment and the decision of the competent authority are required. Purchasing immovable property in the name of a company in which a foreigner is a shareholder is not the same investment route as the foreigner’s purchasing immovable property in his or her own name.

Financing the Investment, Banking Transactions and Compliance Checks

Capital transfer, foreign loans and security

The economic reason for capital payments from abroad, shareholder loans and loan transactions, the foreign exchange regime and bank documents should be planned in advance. Interest, security, company guarantees, mortgages, pledges and exchange restrictions matter for the validity of the financing agreement and for the tax deductibility of expenses. The cases in which an agreement may be concluded in foreign currency should be checked separately within the framework of Decision No. 32 and the related regulations, according to residence status and the type of transaction.

Anti-money laundering and beneficial owner information

Banks and other obliged entities may carry out customer due diligence, source-of-funds inquiries, beneficial owner identification and risk assessment. The investor should prepare, consistently, the source of funds, the parent company’s ownership chain, authority documents, the explanation of the money transfer and tax records. MASAK (Financial Crimes Investigation Board) regulations, banking practice and the provisions of the KVKK are considered together. Submitting documents does not mean that the bank is in every case obliged to open an account or accept a transaction.

Beneficial owner notification and financial records

Beneficial owner notifications under tax legislation depend on the type of company and the relevant return system. The 2026 Revenue Administration (GİB) calendar contains provisions to the effect that corporate tax taxpayers’ beneficial owner notification is submitted as an annex to the provisional tax return. The E-TUYS shareholder list, the MERSİS shareholding record and the beneficial owner notification for tax purposes are different obligations; a single notification does not replace all the systems. [K23]

Company Managers, Shareholders and the Legal Liability of the Investment

The duty of care and loyalty of the organs

Joint-stock company managers and limited liability company managers perform their duties in accordance with the rules of the Turkish Commercial Code on care, loyalty, the non-compete prohibition, representation and protection of the company’s interest. The protection of capital, accurate financial reporting, related-party transactions, the prohibition on transacting with the company and conflicts of interest are important to the investor. It is not correct to treat every transaction of a shareholder or manager dealing with his or her own company as automatically valid; the order of permission, resolutions and documents is examined.

Untrue statements, valuation of capital in kind and fault

False statements at formation or capital increase, untrue information about capital, valuation irregularities and liability for documents are separately regulated in the TTK. A person taking over a company should examine the debts and sanction risks that former managers’ unlawful activities have placed on the company. At the same time, not every loss can be automatically attributed personally to every manager; the elements of the type of liability, the period, authority and causation are investigated.

The period of liability for tax and public debts

Article 10 of the VUK and the provisions of Law No. 6183 should be assessed together; the period in which the debt arose, accrual, collectability, the duration of statutory representation and any fault/duty connection should be examined. The risk of public debt in proportion to the capital share of a limited liability company shareholder and the personal liability of a manager by reason of the duty of representation are subject to separate rules. A "no current debt" certificate obtained before the investment does not on its own eliminate all past and future risks.

Disputes and the Exit Plan in Investment Agreements in Türkiye

Turkish courts, arbitration and international jurisdiction

Depending on the nature of the dispute and the status of the parties, commercial courts, administrative jurisdiction or arbitration may come into question. The international arbitration clause, governing law, notification address, language, seat of proceedings, interim injunction and enforcement of the award should be regulated separately. It cannot be assumed that an arbitration clause can take every administrative sanction or public-law dispute to arbitration.

Share sale, liquidation, dividends and the end of the investment

On an investor’s exit, a share sale, a sale of the company’s assets, a capital reduction or liquidation produce different tax and legal consequences. The sale price, collection of receivables, release of security, bank loan agreements, tax closing and employees’ rights are part of the transaction. Which method is chosen is influenced by the agreement and company structure planned at the very start of the investment.

Practical Checklist: Which Documents Should Be Reviewed Before Investing?

At company formation

• Founder/shareholder identity, passport, company registry and beneficial owner records; organ decisions of the foreign company.
• Foreign documents requiring an apostille or consular certification, and certified translation copies.
• The MERSİS draft, articles of association, activity code, head office address, capital/payment plan and representation structure.
• Bank source of funds, tax number, required operating permits and a preliminary review of investment incentives.

In an existing business or share acquisition

• Recent financial statements, tax/social security debts, lawsuit and enforcement records, trade registry history.
• Share ledger, share certificates, transfer restrictions, management and signature decisions, shareholders’ agreement.
• Title deed/encumbrances and licenses for immovable property; lease/allocation, license, intellectual property, employee and KVKK records.
• Competition clearance and sectoral compliance, closing conditions, price adjustment and security mechanism.

After the investment has begun

• Corporate tax/VAT/social security and beneficial owner records; e-document and bookkeeping obligations.
• For foreign capital, the annual E-TUYS notification and the one-month capital/share transfer notifications.
• Investment expenditures under the investment incentive certificate, amendments and the completion visa.
• Current checks on representation, authority, personnel, licenses and insurance for shareholders and managers.

Common Mistakes Investors Make in 2026

The most important mistake is treating the form of the investment and its consequences as the same thing. Forming a limited liability company does not in every case provide personal non-liability for debts; buying immovable property does not automatically create a right to citizenship or residence; obtaining an incentive certificate does not remove all permits; buying shares does not eliminate the risk of hidden debt.

The second important mistake is continuing to use old financial thresholds. The earlier statement that the minimum capital is TRY 50,000/10,000 is no longer valid as of 2026. The 2026 general corporate tax rate should not be confused with the 2027 production income rate. The third mistake is investors’ disregarding the existing company’s capital compliance and the E-TUYS notification periods in their takeover review. [K4], [K5], [K13], [K18]

Conclusion

The first step in establishing an investment on a sound footing in Türkiye is to convert the economic opportunity into the right legal investment model. The company type, the shareholding and control arrangement, incentive and tax conditions, foreign capital notifications, sectoral licenses, the acquisition of immovable property and the investor’s possible exit should be assessed consistently with one another within the same file. In particular, the 2026 capital alignment deadline, the updated merger and acquisition thresholds, the incentive system under Decision No. 9903 and the amendments made by Law No. 7582 show that older guides should not be used as they stand in an investment decision. Completing an investment in terms of contracts, records and administrative permits requires planning not only the registration or payment stage but also post-investment implementation and supervision.

Frequently Asked Questions

1. Can a foreign person form a company in Türkiye on his or her own?

Yes. As a general rule, a foreign natural or legal person may form a single-shareholder joint-stock or limited liability company in Türkiye. Sector permits, certification of foreign documents and the permits required for actual work are assessed separately.

2. Is a Turkish shareholder mandatory to form a company in Türkiye?

No. Under the principles of equal treatment and freedom of investment in Law No. 4875, there is no general requirement for a Turkish shareholder. Regulated sectors may be an exception.

3. What is the minimum capital of a joint-stock company in 2026?

TRY 250,000 for a joint-stock company with a basic capital system; at least TRY 500,000 for starting capital in the registered capital system of a non-public company. Sector legislation may require higher capital.

4. What is the minimum capital of a limited liability company in 2026?

TRY 50,000. Cash capital may, as a rule, be paid within 24 months from registration; the contract and special activity conditions are examined separately.

5. What is the deadline for older companies to raise their capital?

Under provisional Article 15 of the TTK, 31 December 2026 is significant. The existing company’s capital and status should be checked and the necessary resolutions and registration procedures completed on time.

6. What is the most important difference for an investor between a joint-stock company and a limited liability company?

Share transfer, management, number of shareholders, financing and public-debt risk differ. The special liability of limited liability company shareholders for public receivables that cannot be collected from the company should also be taken into account.

7. Can a foreign company open a branch in Türkiye?

Yes. The Turkish branch of a foreign parent company is registered with the trade registry; it is not a separate legal entity, and the representation and liability conditions relating to the head-office company apply.

8. Can a liaison office make sales and issue invoices in Türkiye?

As a rule, no. A liaison office cannot carry out activity for the purpose of earning commercial income; it operates within the framework of permitted representation and coordination activities.

9. How does a foreign investor acquire shares in an existing limited liability company?

Under Article 595 of the TTK, a written transfer agreement with signatures certified by a notary, the necessary general assembly approval and registry procedures are assessed. Restrictions in the articles and E-TUYS notifications are examined separately.

10. Does a share transfer in a joint-stock company always require a notary and the trade registry?

No. The type of share, the existence of a certificate, restrictions in the articles and MKK notification rules matter. Although some changes may give rise to a registry procedure, a single procedure does not apply to every share transfer.

11. How are debts investigated before buying a company?

The trade registry, financial statements, tax/social security records, lawsuits, enforcement, title deeds, contracts, security and employee files are examined. The scope of the documents and the representations should be linked to contractual warranties/security.

12. Is Competition Board clearance needed for a share transfer?

Not in every transaction. If a change of control, the current turnover thresholds and the provisions of the special communiqué are met, prior clearance may be required. The thresholds changed in 2026 must be calculated transaction by transaction.

13. What notification does a foreign-capital company make each year?

Companies and branches within scope fill in the annual E-TUYS Activity Information Form by the end of May at the latest. Additional notifications may also arise depending on the company type and the transactions carried out.

14. What is the E-TUYS period for a share transfer or capital increase?

Various one-month periods apply to the shareholder list, capital information and payment records provided for in the regulation. The event and the start of the period must be verified separately.

15. What is the general corporate tax rate in 2026?

As a rule, 25 percent. 30 percent applies to certain financial institutions and some project companies; there may be separate reductions for export and other special income.

16. Is the 12.5 percent corporate tax for production income applied in 2026?

No. The 12.5 percent rate introduced by Law No. 7582 is regulated, under the conditions provided in the law, for 2027 and subsequent taxation periods.

17. Can profit be transferred abroad?

Generally yes. The profit distribution resolution, withholding tax, double taxation treaty, and bank and documentation conditions should be checked.

18. Can a foreign investor buy any immovable property?

No. Foreign natural persons, companies established in foreign countries and foreign-capital companies established in Türkiye are subject to different title deed and acquisition regimes.

19. Can a Turkish company with foreign capital buy investment land?

Yes, if the conditions are met. Article 36 of the Title Deed Law applies according to the company’s level of foreign control, its field of activity and the nature of the immovable property; the relevant administrative process may be required.

20. Does buying immovable property in Türkiye give the investor citizenship?

Not by itself. In exceptional citizenship, in addition to the type and amount of the investment, a certificate of conformity, the necessary undertakings and a decision of the competent authority must exist.

21. Can a foreign shareholder apply for citizenship through immovable property bought in the company’s name?

Acquiring immovable property in the company’s name is not the same as a citizenship application based on a foreign natural person’s acquisition of immovable property in his or her own name. The appropriate citizenship investment type must be determined separately.

22. Does becoming a company shareholder give a foreigner a work permit?

No. Being a shareholder and actually working in Türkiye are separate legal statuses. Where required, a work permit application is made.

23. Is it mandatory to obtain an investment incentive certificate?

It is not mandatory for every investment. However, to benefit from certain State supports, an appropriate incentive program and certificate process are required. An operating permit and an incentive certificate are different things.

24. What did the investment incentive system under Decision No. 9903 change?

The system that entered into force in 2025 restructured technology, strategic and local development incentives and sectoral/regional incentives under new rules. The conditions of the supports vary by program and region.

25. Does the 2026 Local Development Move support the same investment in every province?

No. Each province’s priority investment topics and the conditions relating to the program are determined separately; sector, location, scale and application calendar are checked together.

26. Is machinery acquired under an incentive always exempt from VAT and customs duty?

No. The machine must conform to the list in the incentive certificate, the type of support and the conditions in special legislation.

27. Are all residences sold to foreign investors exempt from VAT?

No. For the first-delivery exemption under Article 13/i of the VAT Law, the buyer, bringing the price to Türkiye, the transfer and the other statutory conditions must also be satisfied.

28. How are passports and foreign company documents made valid for an investment in Türkiye?

Depending on the document and the country, an apostille, consular certification and a Turkish translation certified by a notary may be required. Certification and the accuracy of the power of representation are checked separately.

29. Is a residence permit required to invest in Türkiye?

There is no general residence requirement for being a company shareholder. The conditions for long-term stay or work in Türkiye are determined separately under Laws No. 6458 and 6735.

30. Must the manager of a newly formed company live in Türkiye?

There is no general nationality/residence requirement for a joint-stock company board member. For a limited liability company and a branch, the representation arrangement and the permit conditions for actual work are assessed in the specific status.

31. What is a qualified service center?

It is a capital company with defined conditions, introduced by Law No. 7582, which provides specified services to a group of related companies in at least three countries and derives at least 80 percent of its revenue from related companies abroad.

32. Does forming a company in Türkiye automatically provide a tax incentive?

No. Formation, the incentive certificate, the type of activity, region, income and special exemption conditions are examined separately. An investment should not be made on the assumption of a tax rate and exemption.

33. How should the end of a partnership or the sale of a company be planned?

Share or asset sale, liquidation, tax and security burdens, and the exit agreement are assessed together. The possibility of a dispute between shareholders should be regulated at the very start of the investment.

34. Can foreign companies open a bank account in Türkiye?

Yes, once the necessary legal status and bank acceptance conditions are met. Banks may examine documents on the beneficial owner, source of funds, risk and customer due diligence.

35. Why should an investor not decide by looking only at the tax rate?

Beyond the tax burden, licenses, title deeds, cost, security, work, shareholder management, collection and exit risk affect the real value of the investment.

Sources

K1. Law No. 4875 on Direct Foreign Investments, 5 June 2003, including the provision added by Law No. 7582: consolidated text.

K2. Investment Office of the Presidency of the Republic of Türkiye, Establishing a Business: official investment guide.

K3. Revenue Administration (GİB), Article 6 of Law No. 7582, qualified service center added to Law No. 4875: text of the article.

K4. Ministry of Trade, Company Information; information on joint-stock, limited liability and other companies, and on capital and formation: official guide.

K5. Ministry of Trade, Frequently Asked Questions on Companies, provisional Article 15 of the TTK and 31.12.2026: official statement.

K6. Ministry of Trade, Central Registry Recording System (MERSİS): official statement.

K7. Investment Office of the Presidency of the Republic of Türkiye, Establishing a Business section, branches and profit transfer: official source.

K8. Competition Authority, Merger and Acquisition Legislation Updated, 11 February 2026: official announcement.

K9. Investment Office of the Presidency of the Republic of Türkiye, Incentives Guide: official source.

K10. Ministry of Industry and Technology, Implementation Communiqué No. 2025/1 on Decision No. 9903 and the 2026/1 amendment: communiqué; 2026/1 amendment.

K11. Investment Support Agencies, priorities of the 2026 Local Development Move: 2026 announcement.

K12. Revenue Administration (GİB), Filing of the Corporate Tax Return, 2026 tax rates: current official statement.

K13. Revenue Administration (GİB), Article 32 of Corporate Tax Law No. 5520, the amendment by Law No. 7582 and the note on the 2027 effective date: current text.

K14. Revenue Administration (GİB), 15 percent withholding on dividends under Presidential Decision No. 9286: official announcement.

K15. Revenue Administration (GİB), Income Tax General Communiqué Series No. 334, wage exemption for qualified service centers: official text.

K16. Investment Office of the Presidency of the Republic of Türkiye, Tax Guide: official source.

K17. Revenue Administration (GİB), Article 32/C of Law No. 5520, domestic minimum corporate tax: official text.

K18. Implementation Regulation of the Direct Foreign Investments Law, Article 5, annual E-TUYS and amendment notifications: consolidated regulation.

K19. General Directorate of Land Registry and Cadastre, Articles 35–36 of the Title Deed Law as amended by Law No. 6302: official text.

K20. Investment Office of the Presidency of the Republic of Türkiye, Acquiring Property and Citizenship: official source.

K21. Investment Office of the Presidency of the Republic of Türkiye, Work Permit: official source.

K22. Investment Office of the Presidency of the Republic of Türkiye, Residence Permit: official source.

K23. Revenue Administration (GİB), 2026 Tax Calendar, beneficial owner notification: official calendar.