Limited Company Formation in Turkey

The Limited Şirketi, or Limited Company (Ltd. Şti.), is the structure most foreign investors choose when entering the Turkish market for the first time. Lower minimum capital than a Joint Stock Company, simpler governance, and a single manager is enough to run the entire company. For a consulting business, a small trading operation, a regional sales presence, or a startup testing the Turkish market before scaling, this is usually the right starting point.

This guide covers what a Ltd. Şti. is, the current capital requirements, how it compares to a Joint Stock Company, the formation process, and the points where outdated information online causes confusion.

Legal Notice: This page provides general legal information for educational purposes only. It does not constitute legal advice. For guidance specific to your situation, please consult a qualified attorney.

What Is a Limited Company?

A Limited Şirketi is a capital company under Turkish Commercial Code No. 6102 (Articles 573 to 644) in which shareholders’ liability is limited to their committed capital contribution. The company has its own legal personality, separate from its shareholders, and its capital is divided into shares (esas sermaye payları), which can be transferred subject to certain formalities.

It sits between a sole proprietorship and a Joint Stock Company in terms of complexity, providing enough corporate structure to guarantee genuine liability protection and credibility, without the governance overhead designed for companies planning to issue shares to the public or bring in institutional investors at scale.

Key Features

Limited liability: Shareholders are liable only up to their committed capital. Personal assets are not exposed to company debts.

One to fifty shareholders: A Ltd. Şti. can be formed with a single shareholder and can have up to 50 shareholders under Article 574 of Turkish Commercial Code No. 6102. Shareholders can be individuals or corporate entities, Turkish or foreign.

100% foreign ownership: Under Foreign Direct Investment Law No. 4875, there is no restriction on the percentage of shares foreign nationals or foreign companies can hold, in nearly all sectors.

A single manager is sufficient: The company must have at least one manager (müdür), but a single manager is legally sufficient. The manager does not need to be a shareholder, and does not need to be a Turkish citizen or resident.

No retained lawyer requirement: The Article 35 retained lawyer obligation under Avukatlık Kanunu No. 1136, which applies to joint stock companies above a capital threshold, does not apply to Limited Companies regardless of capital size. This is one of the practical reasons many foreign-owned operations stay structured as a Ltd. Şti. even as they grow.

Minimum Capital and the 24-Month Payment Rule

Under Article 580 of Turkish Commercial Code No. 6102, as amended by Presidential Decree No. 7887 (Official Gazette No. 32380, 25 November 2023) effective 1 January 2024, the minimum capital for a Ltd. Şti. is TRY 50,000, up from the previous TRY 10,000.

This is where the Ltd. Şti. is genuinely simpler than an A.Ş. Article 344 of the Commercial Code, which requires 25% of an A.Ş.’s cash capital to be paid before registration, applies specifically to joint stock companies. For a Limited Company under Article 585, the committed capital must be paid in full within 24 months of registration, with no statutory requirement to pay any portion upfront before registration. In practice, some founders choose to deposit funds early to demonstrate financial substance to banks or business partners, but there is no legal obligation to do so before the company is registered.

Existing companies: Ltd. Şti. companies incorporated before 1 January 2024 with capital below TRY 50,000 must increase their capital to at least this amount by 31 December 2026 under Provisional Article 15 of the Commercial Code, added by Law No. 7511. Companies that do not comply by this date are deemed dissolved by operation of law.

Governance Structure

General Assembly of Shareholders

The general assembly (ortaklar genel kurulu) is the company’s decision-making body, made up of all shareholders. It must meet at least annually to approve financial statements and decide on profit distribution, and can be convened for extraordinary matters such as capital changes or amendments to the articles of association. For a single-shareholder Ltd. Şti., the sole shareholder’s written resolutions take the place of a formal meeting.

Management

At least one manager (müdür) must be appointed, either in the articles of association or by a separate shareholder resolution. The manager represents the company and can bind it in transactions with third parties. A manager does not need to hold any shares, and there is no nationality or residency requirement. For single-shareholder companies, the sole shareholder is often also the sole manager, though this is not mandatory.

The Formation Process

Step 1: Name Check and Reservation

The proposed trade name (ticaret unvanı) is checked for availability through MERSIS, the Ministry of Trade’s central registration system. Turkish naming rules require the name to indicate the company type (Limited Şirketi or Ltd. Şti.) and not conflict with existing registered names.

Step 2: Drafting the Articles of Association

The articles of association (şirket sözleşmesi) are drafted in Turkish, setting out the trade name, registered address, scope of business activities, capital amount and its division among shareholders, and the identity of the manager or managers. Foreign shareholders need a Turkish Tax Identification Number before this stage. Foreign corporate shareholders need an apostilled certificate of activity or equivalent from their home jurisdiction with certified Turkish translation.

Step 3: MERSIS and Trade Registry Registration

The complete file, including the notarised articles of association and signature declarations of the manager, is submitted through MERSIS and finalised at the relevant Trade Registry Office. Upon approval, the company is registered, receives a trade registry number, and the incorporation is published in the Trade Registry Gazette (Ticaret Sicil Gazetesi). As discussed above, there is no requirement for a capital deposit certificate at this stage for a Ltd. Şti.

Step 4: Tax Office Registration

The registered company is registered with the local tax office, which issues the corporate tax identification number and conducts an on-site verification visit (yoklama) confirming the registered address.

Step 5: Social Security Employer Registration

Before hiring employees, the company registers as an employer with SGK under Social Insurance and General Health Insurance Law No. 5510.

Step 6: Corporate Bank Account

A fully operational corporate bank account requires KYC and beneficial ownership documentation under Law No. 5549. For foreign-owned companies, this is typically the longest step in the process. See our dedicated guide on opening a corporate bank account.

Step 7: Capital Payment

The committed capital of at least TRY 50,000 is paid into the company’s account within 24 months of registration, in line with Article 585 of the Commercial Code.

Step 8: Sector-Specific Licensing

If the company’s activities require licensing from a sector regulator, such as municipal permits for certain commercial premises, this is obtained before operations begin.

Required Documents

For foreign individual shareholders, you will need a passport copy with certified Turkish translation, a Turkish Tax Identification Number, and a notarised power of attorney if a legal representative is handling the process.

For foreign corporate shareholders, the required documentation includes a certificate of activity or equivalent from the home jurisdiction, apostilled and translated into Turkish, identifying the company’s authorised representatives.

For the company itself, you must prepare the draft articles of association, registered address documentation such as a lease agreement or virtual office service agreement, and identity documents for the appointed manager.

Timeline and Costs

With complete documentation prepared in advance, MERSIS and Trade Registry registration for a Ltd. Şti. typically takes one to two weeks. The corporate bank account process for foreign-owned companies generally takes longer, often several weeks.

Costs to plan for include notary fees for the articles of association and signature declarations, Trade Registry registration and Gazette publication fees, translation and apostille costs for foreign shareholder documentation, registered office or virtual office costs, legal and advisory fees, and ongoing monthly accounting from the company’s first transaction. The TRY 50,000 capital itself does not need to be funded upfront, which makes initial cash flow planning more manageable than for an A.Ş.

Limited Company vs Joint Stock Company

Factor	Limited Company (Ltd. Şti.)	Joint Stock Company (A.Ş.)
Minimum capital	TRY 50,000	TRY 250,000 (TRY 500,000 if registered capital system)
Capital payment timing	Full amount within 24 months, none required upfront	25% before registration, balance within 24 months
Shareholders	1 to 50	1 or more, no maximum
Management	At least 1 manager	Board of 1 or more directors
Retained lawyer requirement	Not applicable	Applies if capital reaches TRY 1,250,000
Share transfer	Subject to formalities, less liquid	More flexible, suited to bringing in investors
Best for	SMEs, single-shareholder operations, market entry	Larger operations, multiple investors, regulated sectors

For a full breakdown of the A.Ş. structure, see our Joint Stock Company Formation guide.

When a Limited Company Is the Right Choice

Choose a Ltd. Şti. if: You are entering the Turkish market for the first time and want the lowest-friction structure with genuine liability protection. Your shareholder base is small, likely a single founder or a handful of partners, well under the 50-shareholder limit. You want to avoid the Article 35 retained lawyer obligation regardless of how the business grows in revenue terms. Simpler governance, with shareholder resolutions in place of formal board meetings, suits how the business is actually run.

Consider an A.Ş. instead if: You plan to bring in outside investors through share issuances in the foreseeable future, or your sector specifically requires the A.Ş. structure for licensing.

Converting to a Joint Stock Company Later

A Ltd. Şti. is not a permanent ceiling. Turkish law permits conversion to an A.Ş. under the change of legal form provisions of Turkish Commercial Code No. 6102, without dissolving and re-forming the company. Many foreign-owned businesses start as a Ltd. Şti. for simplicity and convert once growth, investor requirements, or sector licensing make the A.Ş. structure necessary. We advise on this transition when the time comes.

Frequently Asked Questions

What is the minimum capital for a Ltd. Şti. in 2026?

TRY 50,000, effective from 1 January 2024 under Presidential Decree No. 7887. Companies incorporated before this date with lower capital must increase to TRY 50,000 by 31 December 2026.

Do I need to deposit the capital before registration?

No. Under Article 585 of the Turkish Commercial Code, the committed capital must be paid in full within 24 months of registration, with no statutory requirement to pay any portion before registration. This differs from a Joint Stock Company, which requires 25% to be paid upfront.

Can one person own and manage a Ltd. Şti.?

Yes. A single shareholder can establish a Ltd. Şti. and serve as its sole manager. There is no requirement for additional shareholders or managers.

Does the retained lawyer requirement apply to a Ltd. Şti.?

No. Article 35 of Avukatlık Kanunu No. 1136 applies specifically to joint stock companies above a capital threshold. A Ltd. Şti. is not subject to this requirement regardless of its capital level.

Can foreign nationals be the sole manager?

Yes. There is no nationality or residency requirement for the manager of a Ltd. Şti.

How many shareholders can a Ltd. Şti. have?

Between 1 and 50, under Article 574 of the Turkish Commercial Code. A company that needs more than 50 shareholders must use the A.Ş. structure.

How long does formation take?

With complete documentation, MERSIS and Trade Registry registration typically completes within one to two weeks. The corporate bank account process generally takes longer for foreign-owned companies and should be planned separately.

Working With Aslan Attorney

Aslan Attorney handles Ltd. Şti. formation from structuring through registration, banking, and ongoing compliance. Our services cover entity structuring advice, drafting of articles of association and shareholder resolutions, MERSIS and Trade Registry registration, tax and social security registration, corporate bank account coordination, and ongoing corporate governance support, including conversion to an A.Ş. when growth requires it.

For an overview of all seven Turkish entity structures, see our Company Formation in Turkey guide.

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