Incorporating a Company Is Not the Same as Starting Operations
A joint-stock or limited liability company acquires legal personality when it is registered with the trade registry. However, the fact that legal personality has been established does not mean that the company can begin any activity at any address it chooses.
Three separate layers must be considered together before a company can begin operating:
- In terms of company law, the conformity of the business purpose with the company agreement
- In terms of tax and statistics, the correct activity / NACE classification
- In terms of the workplace and the sector, licence, permit, conformity and registration requirements
Completing only one of these layers does not replace the others.
What Is the Business Purpose and Why Must It Be Written Correctly Before Incorporation?
The company agreement states which economic activities the company will carry on. The business purpose shows the company’s commercial goal, and it is also important for registry, licensing, permit and contract processes.
What problem does a very narrow business purpose create?
If the business purpose is written so narrowly that it does not cover the company’s real business plan, the articles / company agreement may need to be amended when the company grows. A move into a new investment or service area may require additional steps in terms of registry and sector permits.
Is a very broad and vague business purpose safer?
No. Unlimited wording such as “all kinds of commercial business”, which does not reflect the reality of the sector, does not remove the licence and permit regime. Particularly for activities made subject to a permit or licence by special legislation, being written in the company agreement does not by itself make the activity lawful.
What Is the NACE Code?
NACE is the statistical classification of economic activities. It serves to code the main activity carried on by a company or workplace. During MERSİS incorporation procedures, the NACE code for the company’s field of activity can be determined.
In 2026 Türkiye moved to the NACE Rev.2.1 classification. TÜİK (the Turkish Statistical Institute) publishes the NACE Rev.2.1 classification and announces updates to codes and definitions. For this reason, it should not be assumed that a NACE Rev.2 code used previously remains valid as it is in 2026; the conversion and the current definition must be checked.
Is the NACE code a licence?
No. The NACE code is a classification tool. The fact that a code appears in the system or has been entered in the tax registration does not mean that a workplace opening and operating licence has been issued.
Why does a wrong NACE code matter?
A wrong or missing NACE code can cause problems such as:
- Inconsistency in the assessment of the workplace licence,
- Wrong classification in professional chamber or registry records,
- Wrong assessment of the hazard class for occupational health and safety,
- Errors in incentive, support or statistical reporting,
- A mismatch in the activity description in tax and social security (SGK) processes.
However, not every legal consequence arises solely from the NACE code; the relevant special legislation must also be examined separately.
How Does the 2026 Move to NACE Rev.2.1 Affect Companies?
TÜİK has announced that NACE Rev.2.1 began to be used for the classification of economic activities as of 2026. The Ministry of Trade has also renewed the current lists of trades and NACE matches during 2026.
For this reason, the pre-incorporation check should not be limited to the question “what is the code number?”. The current definition of the code, its conversion from the old code and its fit with the company’s real activity should be checked together.
Which NACE code is chosen if there are several activities?
A company may carry on more than one activity. In determining the main activity code, the company’s actual economic activity is the basis. In TÜİK practice, where there are several activities, the main activity is determined essentially by the activity that generates the highest economic contribution / turnover. Because there is no actual turnover yet at incorporation, the business plan and the real main activity must be structured correctly.
What Is the Workplace Opening and Operating Licence?
The Regulation on Workplace Opening and Operating Licences sets out the basic framework for the licensing and inspection of sanitary and non-sanitary (hazardous or unhealthy) workplaces and of places of public rest and entertainment. Depending on the nature of the activity and of the workplace, the competent authority may be a municipality, a metropolitan municipality, a special provincial administration, an organised industrial zone or another competent body.
Does registration with the trade registry replace the licence?
No. The trade registry establishes the company’s legal personality and the registry records. The workplace opening and operating licence, on the other hand, concerns the conduct of a particular activity at a particular place in accordance with the legislation.
Does a tax plate replace the licence?
No. Establishing tax liability and the tax plate do not show that the workplace is licensed under municipal or sector legislation.
What Checks Should Be Made Before Choosing a Company Address?
One of the costliest mistakes in the incorporation process is signing a long-term lease first and then discovering that the address is not suitable for the planned activity.
Zoning and intended use
Whether the planned activity is compatible with the property’s zoning plan, building permit and occupancy permit must be examined. There may be legal differences between residential, office, commercial, industrial or other types of use.
Condominium ownership and management plan
The title-deed character of the independent unit, the Condominium Law and the use restrictions in the management plan may be separately important for some activities. The fact that a municipal licence can be obtained does not mean that every use is beyond dispute in private law.
Fire and fire-brigade conformity
Depending on the nature of the activity, fire safety and fire-brigade report requirements may arise. The fact that a specific amendment concerning the fire-brigade reports of accommodation facilities was made to the Regulation on Workplace Opening and Operating Licences on 10 January 2026 further shows the importance of fire conformity in the licensing regime.
Physical conditions
Conditions such as floor area, ventilation, hygiene, accessibility, parking, chimney, waste system, noise, storage area or technical infrastructure may vary according to the activity. A workplace should therefore not be chosen by looking only at the rent or the location.
For Which Activities May a Special Permit or Licence Be Required?
A single “list of company permits” does not apply to all sectors. Depending on the nature of the activity, special permit regimes may arise.
Food and catering activities
For food production, mass catering, restaurant or sales activities, the legislation of the Ministry of Agriculture and Forestry, registration / approval procedures and hygiene rules may apply. The workplace licence and the registration / approval of a food business are not the same procedure.
Tourism and accommodation
For businesses engaged in accommodation or tourism, in addition to the municipal licence, tourism legislation, classification / certification, fire conformity and the regulations of the relevant Ministry may also apply.
Health and care services
Private healthcare institutions, polyclinics, laboratories, care and similar services may be subject to the special permits and physical requirements of the Ministry of Health or the relevant authorities.
Energy and activities affecting the environment
For energy market activities, a licence or pre-licence; for production and facilities with environmental impact, environmental permits, environmental impact assessment or emission / waste obligations may come into play.
Education, finance, security, transport and other regulated sectors
In fields such as private education, financial services, insurance, private security, transport, fuel, mining and the like, permits from a Ministry, board or regulatory authority may also be required. For this reason, before a company is set up, sector legislation should be treated as an independent heading of review.
When Do Professional Chamber and Registry Records Become Important?
A company’s being registered with the trade registry does not mean that all professional or sectoral registrations connected with the activity have been completed. Depending on the activity, registration with a chamber of commerce and industry, a chamber of tradesmen and craftsmen, a professional chamber, a union or another professional body may be required.
The NACE code can help in determining these registrations; but the body’s own legislation and membership criteria must be taken as the basis.
What Happens If the Business Purpose and the Actual Activity Do Not Match in a Licence Application?
Having different activity descriptions in the company agreement, in the tax registration, in the NACE code and in the licence application creates a significant risk. The administration may request additional documents or corrections; the application may be rejected, or it may later be asserted in an inspection that the activity is contrary to the licence.
Is it possible to add an activity later?
Yes, the company agreement and the registry records can be amended as required. However, the suitability of the workplace in which the new activity will be carried out for that activity and, where necessary, a new / additional licence and the sector permit must also be completed separately.
What Can Happen If Operations Begin Without a Licence?
The outcome varies according to the type of activity and the special legislation that applies. The competent authority may suspend the activity, close the workplace, impose an administrative fine, or reject the licence application, or sanctions under sector legislation may come into play.
In fields such as health, food, tourism, the environment or energy in particular, the approach of “let us start operating first and complete the permit later” may have more serious consequences.
Should a Preliminary Licence Review Be Carried Out Before the Lease Is Signed?
Yes. In practice the safest approach is to carry out a preliminary conformity review for the planned activity before the address is finalised.
What protections can be considered in the lease?
The lease can clearly regulate matters such as:
- What happens to the contract if certain licences or permits cannot be obtained,
- Who bears the renovation and licensing costs,
- The workplace owner’s obligation to provide documents,
- Responsibility for project / occupancy / fire-conformity problems,
- Delivery and the start of rent until the activity begins.
Depending on the nature of the specific contract, different provisions may be necessary.
Permit and Licence Check That Can Be Applied Before a Company Is Set Up
The founders can proceed in the following order:
- State the planned main and secondary activities clearly.
- Check the 2026 NACE Rev.2.1 codes against the current TÜİK classification.
- Determine the wording of the business purpose in the articles / company agreement.
- Examine the zoning, occupancy and intended use of the planned address.
- Identify the competent authority for the workplace opening and operating licence.
- List fire, environmental, health, food, tourism or sector-specific permits separately.
- Check professional chamber and registry records.
- Draft the lease or purchase contract with the licensing risks in mind.
- Ensure that the incorporation, tax, NACE, licence and actual activity records are consistent with one another.
- Before starting operations, verify that all mandatory permits have actually been obtained.
The Most Common Mistakes
Mistaking the NACE code for permission to operate
The NACE code is a classification; it is not a licence or a permit.
Leasing the workplace first and researching the licence afterwards
This can lead to serious investment loss, particularly for businesses that require technical conditions.
Thinking that writing the activity in the company agreement is enough
In terms of company law, the business purpose does not replace the administrative licence and the sector permit.
Using the old NACE code unchanged in 2026
Because the move to NACE Rev.2.1 took place in 2026, the current code and the conversion must be checked.
Treating the licence as a one-off document
When the activity, address, capacity or physical conditions change, the licence or permits may need to be updated. Inspection obligations also continue for as long as the activity continues.
Conclusion
In incorporating a company, alongside the correct title and capital, the business purpose, NACE code, workplace address and the chain of licences / permits matter as well. Registration with the trade registry, tax liability or the NACE code alone does not make a workplace ready to operate.
The move to NACE Rev.2.1 as of 2026 makes it necessary to check the activity classification against the current version as well. In addition, the Regulation on Workplace Opening and Operating Licences and the sector-specific legislation must be assessed together. The best method is to complete the activity–address–NACE–licence–special permit alignment in a single preliminary review file before the company is set up and before any long-term lease / investment commitment is entered into.
Frequently Asked Questions
Is a workplace licence obtained automatically when a company is incorporated?
No. Registration with the trade registry establishes the company’s legal personality; the workplace licence is a separate administrative act concerning the conduct of a particular activity at a particular place.
Can a company that has a NACE code start operating?
The NACE code is not by itself permission to start operating. The workplace licence and, where applicable, sector-specific permits must also be obtained.
Which NACE classification is used in 2026?
According to TÜİK announcements, NACE Rev.2.1 began to be used as of 2026. When choosing a code, the current classification and conversion tables must be checked.
Can a company have more than one NACE code?
A company may have more than one activity. How the main activity and secondary activities are recorded is regulated according to the relevant system and the practice of the relevant body. The licence / permit required for each activity must be assessed separately.
Does a tax plate replace the workplace licence?
No. Establishing tax liability does not replace the licence that must be issued by the municipality or another competent authority.
Can a company be incorporated at a home or residential address?
Registering a legal entity at a particular address and the legal ability to carry on the planned activity at that address are different matters. The nature of the title deed, zoning, condominium ownership, management plan and licence conditions must be examined according to the specific activity.
Is it risky to sign the lease before the licence is issued?
Yes. If the planned activity cannot be carried on at the address, long-term rent and investment costs may arise. A preliminary licence review and the inclusion of suitable protective provisions in the contract may be useful.
Does every company need to obtain a licence from the municipality?
The licensing obligation is assessed according to the nature of the workplace and the activity. The competent authority may not be only the municipality; an organised industrial zone, a special provincial administration or sector regulators may also come into play.
If a company changes its activity, is the existing licence sufficient?
Not always. Whether the new activity falls within the scope of the existing licence, and whether NACE and registry records and sector permits will need to be updated, must be checked separately.
Sources
- Turkish Commercial Code No. 6102 and its provisions on the business purpose of companies.
- Regulation No. 2005/9207 on Workplace Opening and Operating Licences; current text including the latest amendments.
- Official Gazette No. 33133 of 10 January 2026, Regulation Amending the Regulation on Workplace Opening and Operating Licences (Decision No. 10852).
- TÜİK Classification Server, NACE Rev.2.1. Source
- TÜİK, statistical and classification announcements on the use of NACE Rev.2.1 as of 2026.
- Ministry of Trade of the Republic of Türkiye, “Current Trade Branches and NACE Lists” (Güncel Meslek Kolları ve NACE Listeleri), 09.10.2026. Source
- MERSİS Application User – Incorporation Procedures Guide, NACE code section. Source