Company Registration in Turkey for Foreigners: Law and Steps

Company registration in Turkey is open to a foreign investor on the same terms as a domestic one: foreign direct investment is free, and foreign investors are subject to equal treatment with domestic investors (4875 sayılı Doğrudan Yabancı Yatırımlar Kanunu m.3). The Turkish titles of the statutes are given here because the official texts are published under them. A foreign founder therefore uses the same company types, the same minimum capital and the same trade registry procedure as a Turkish founder, and exceptions arise only from international treaties and special sector laws. Three sources govern the file: the Turkish Commercial Code for company types and registration, a Presidential decree for the minimum capital actually in force, and Law No. 4875 for foreign-investor status. This guide follows them in the order a registration file meets them, and separates the three structures that are most often confused with one another: registering a company, opening a branch and opening a liaison office.

Once the company exists, the tax position follows the type of liability, so see taxation of foreign companies in Turkey. If the plan is representation without trading, compare the liaison office; for location-based incentives see investment zones.

1. Company Registration in Turkey: Is Foreign Investment Free?

Company registration in Turkey rests on a statutory principle of freedom: foreign direct investment by foreign investors in Turkey is free (4875 sayılı Doğrudan Yabancı Yatırımlar Kanunu m.3). Investment is therefore, as a rule, not subject to prior permission. Unless an international treaty or a special law provides otherwise, no general screening authority stands between a foreign founder and the trade registry, and the ordinary registration file contains no approval step that a Turkish founder would not also face.

1.1. Company Registration in Turkey Allows 100 Per Cent Foreign Ownership

A company registration in Turkey has a second safeguard in the same provision, the prohibition of discrimination: foreign investors are subject to equal treatment with domestic investors (Article 3). This national treatment principle means a foreign investor cannot be held to more onerous rules than a Turkish one on company types, registration procedure or general commercial law.

It also answers the question most often asked before the capital question. Neither the Commercial Code nor Law No. 4875 requires a Turkish shareholder, a Turkish director or a local partner in an ordinary company. A company may be wholly foreign-owned because nothing in the general regime says otherwise, not because a provision grants permission. Restrictions exist where a special law creates them for a particular sector, which is why sector legislation is checked separately rather than assumed.

1.2. Who Counts as a Foreign Investor for a Company Registration in Turkey?

A company registration in Turkey counts as foreign investment only where the founder meets the statutory definition. A foreign investor is a person making direct foreign investment in Turkey who is either a natural person holding the nationality of a foreign country, a Turkish citizen resident abroad, or a legal person established under the laws of a foreign country, including an international organisation (4875 sayılı Doğrudan Yabancı Yatırımlar Kanunu m.2).

The second limb is the one that surprises people: Turkish citizens resident abroad are counted as foreign investors. A dual national or an expatriate Turkish citizen planning an investment does not automatically fall outside this Law. On how a second citizenship is annotated in the civil register, and when Blue Card rights apply instead, see how to get Turkish citizenship. Where the company itself is the investment, a fixed capital investment or employment for at least fifty people is one of the routes to citizenship, and the amounts and determining authorities are set out in Turkish citizenship by investment. Where the company is instead the vehicle for acquiring real estate, a different regime applies again: a company established in Turkey in which foreigners hold fifty per cent or more acquires under a separate provision, limited to the activities stated in its articles of association rather than to an area cap (2644 sayılı Tapu Kanunu m.36), and the comparison with the rules for individuals is set out in buying property in Turkey.

2. Company Types Before a Company Registration in Turkey: LLC or Joint Stock?

A company registration in Turkey can be made only for a type the Code lists. Commercial companies consist of collective, commandite, joint-stock, limited and cooperative companies (6102 sayılı Türk Ticaret Kanunu m.124). The word the Code uses is ibarettir, “consist of”, so the list is exhaustive and a structure outside it is not a commercial company.

The Code then splits that list on the axis that decides liability: collective and commandite companies are deemed person companies, while joint-stock, limited and commandite companies with capital divided into shares are deemed capital companies (Article 124). Foreign founders almost always land in the capital company group.

2.1. A Sole Proprietorship Is Not a Company Registration in Turkey

A sole proprietorship is not a company registration in Turkey at all. The şahıs işletmesi, the business a trader runs in their own name, is not on the list in Article 124 and is not a commercial company. It has no legal personality separate from the person behind it, so there is no capital to subscribe, no shares to transfer and no corporate shield; the trader is the merchant, and the business obligations are their own.

It still carries registration duties, because the obligation to register on opening an enterprise is addressed to every merchant rather than only to companies (6102 sayılı Türk Ticaret Kanunu m.40). This is the first of the distinctions that a foreign founder should make deliberately: registering an enterprise and registering a company are both trade registry acts, but only one of them creates a separate legal person. Where the goal is a structure that can take a foreign shareholder, be sold in whole or in part, or hold a work permit quota, the capital companies are the relevant comparison.

2.2. Capital Companies: Why a Company Registration in Turkey Usually Means an LLC or a JSC

A company registration in Turkey by a foreign founder almost always means a capital company, because in one the shareholder’s exposure is the capital undertaken. A limited company is formed by one or more real or legal persons under a trade name, its share capital consists of the sum of the shares in that capital, and the shareholders are not liable for the debts of the company, being obliged only to pay the shares they have undertaken and to perform any additional payment and ancillary performance obligations provided in the articles (6102 sayılı Türk Ticaret Kanunu m.573).

Company type also changes exposure to public debts. Shareholders of a limited company are directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company in whole or in part or that are established to be uncollectable (6183 sayılı Amme Alacaklarının Tahsil Usulü Hakkında Kanun m.35). That shareholder provision does not reach joint-stock companies, and liability arising from a separate management or representative role is assessed under its own rules. These differences are explained in personal liability for company tax and social security debts.

2.3. Company Registration in Turkey with a Single Shareholder

A company registration in Turkey does not require a second shareholder. Two words in Article 573 settle a question that costs foreign founders time: bir veya daha çok, one or more. A single foreign person, natural or legal, can hold the whole of a limited company. The joint-stock company is the same on this point, since the existence of one or more founders who are shareholders is what the formation requires (6102 sayılı Türk Ticaret Kanunu m.338).

There is a disclosure consequence that single-shareholder structures should know about in advance. Where the company is formed with a single shareholder, and equally where the shares are later gathered in a single person, the name, place of residence and nationality of that single shareholder are themselves registered and announced (Article 338). A sole foreign shareholder’s identity is therefore published, not merely recorded internally. Where that matters commercially, it is a reason to plan the shareholding structure before filing rather than after.

Between the two capital companies, the decision follows four things: the minimum capital, whether capital must be paid before registration, how shares will later be transferred, and the exit plan. The next sections take them in that order.

3. Company Registration in Turkey: Minimum Capital Requirements

The minimum capital for a company registration in Turkey is set in two layers. The Commercial Code states a floor figure for the share capital of a joint-stock company and a separate floor for the initial capital of a non-public joint-stock company that has adopted the registered capital system, and the last sentence of the provision allows the President to raise those amounts (6102 sayılı Türk Ticaret Kanunu m.332). It states a lower floor for the limited company (Article 580). Those statutory figures are not the operative amounts, because the power to raise them has been exercised.

A Presidential decree raised the joint-stock minimum share capital to TRY 250,000, the minimum initial capital for a non-public joint-stock company inside the registered capital system to TRY 500,000, and the limited company minimum to TRY 50,000 (Anonim ve Limited Şirketler İçin En Az Sermaye Tutarının Artırılmasına Dair Cumhurbaşkanı Kararı m.1). The decree’s own commencement provision fixes 1 January 2024 as the date from which the raised figures apply (Article 2).

So the picture is a statutory floor with a decree sitting on top of it. A guide quoting only the Code’s own figures is quoting numbers that no longer govern a new registration, and because the power to raise sits with the President the same will in time be true of this page. Verify the amount in force on the day of registration.

3.1. Minimum Capital Is Not a Company Registration Fee

The minimum capital is not a cost of the company registration in Turkey, and the clarification belongs early because it recurs in every cost question. It is subscribed by the shareholders and stays in the company as its own funds. What it constrains is how much has to be committed and, for one of the two company types, when.

3.2. The 31 December 2026 Deadline for Companies Below the Minimum

The raised minimum also reaches companies that already exist. Joint-stock and limited companies whose capital is below the minimum must raise it to the amounts provided in Articles 332 and 580 by 31 December 2026, and are otherwise deemed dissolved; non-public joint-stock companies inside the registered capital system whose issued capital is at least TRY 250,000 are deemed to have left that system if they do not raise their initial and issued capital to TRY 500,000 by the same date (6102 sayılı Türk Ticaret Kanunu geçici m.15, added by Law No. 7511 of 23 May 2024).

The sanction is infisah, dissolution by operation of law rather than by a decision. An existing company’s registered capital must therefore be compared with the required minimum, and this is a due diligence item whenever a foreign investor plans to acquire a Turkish company rather than register a new one.

A second paragraph matters to anyone buying into an under-capitalised company, because it removes the usual obstacles to curing the defect. At general assembly meetings held to raise the capital to those amounts no meeting quorum is required, resolutions are taken by the majority of the votes present, and no privilege may be exercised against those resolutions (Article geçici 15). A minority holding, or a privileged share that would otherwise block the resolution, cannot prevent the company from curing its capital before the deadline. For an incoming investor this converts what looks like a governance risk into a timing question.

The same transitional article puts the date itself in play: the Ministry of Trade may extend the period by one year at a time, at most twice (Article geçici 15). This page states the date as it stands in the provision. Because the Ministry may extend it, whether an extension has in fact been issued must be verified before relying on 31 December 2026 as the operative deadline. The same caution applies in the other direction to the capital figures, which were set by decree and can be changed by decree.

4. How Much Capital Must Be Paid Before Company Registration in Turkey?

How much has to be in the account before a company registration in Turkey depends on the type. For a joint-stock company the Code fixes both the fraction and the deadline: at least twenty-five per cent of the nominal value of the shares undertaken in cash is paid before registration, the remainder within twenty-four months following registration, and the whole of any issue premium before registration (6102 sayılı Türk Ticaret Kanunu m.344). A quarter before registration, the rest within two years. On TRY 250,000 of subscribed capital that is TRY 62,500 in the account before the company exists.

Limited companies follow a different payment rule. A sentence added to the limited company provision in 2018 disapplies that pre-registration quarter for limited companies (6102 sayılı Türk Ticaret Kanunu m.585). What is removed is the timing of the first slice, not the obligation itself: the same provision makes the undertaking unconditional at formation, since the company is formed by the founders declaring their intention in articles of association, signed before authorised personnel at the trade registry directorate, in which they unconditionally undertake to pay the whole of the capital (Article 585).

This is the single sharpest practical difference between the two types at the registration stage, and it is worth setting out beside the others.

	Joint-stock company (anonim)	Limited company (limited)
Minimum capital	TRY 250,000	TRY 50,000
Paid before registration	At least a quarter of the cash shares	None
Remainder	Within twenty-four months	Per the articles and the undertaking
Share transfer	Per the share type and the articles	Written deed, notarised signatures
Transfer consent	Per the articles	General assembly approval unless the articles say otherwise
Basis	m.332 · m.344	m.580 · m.585 · m.595

4.1. The Blocked Bank Account for a Company Registration in Turkey

The cash capital for a company registration in Turkey does not go into an ordinary account. Cash payments are deposited into a special account opened at a bank subject to the Banking Law No. 5411, in the name of the company being formed, in such a way that only the company may use it; payment is proved by a bank letter addressed to the trade registry; and the bank pays the amount only to the company, upon submission of a registry letter stating that the company has acquired legal personality (6102 sayılı Türk Ticaret Kanunu m.345).

Three things follow. The account is opened in the name of the company being formed, which is to say before the company legally exists. The bank letter is the evidence the registry works from, so the deposit is a registration document and not merely a banking step. And the bank releases the money only to the company, and only against that registry letter, so a founder cannot treat the deposited capital as working funds during the registration period.

4.2. If the Company Registration in Turkey Is Not Completed Within Three Months

The Code provides a way out where a company registration in Turkey stalls. If the company fails to acquire legal personality within three months from the notarial approval or from the signing of the articles before the trade registry director or deputy director, the amounts are returned to their owners by the bank upon submission of a registry letter confirming this (Article 345).

Three months from signature, not from the deposit. The preparation of foreign documents, translations and notarial formalities has to be planned inside that window, which is why the documentary side is arranged first and the signature booked second.

5. Company Registration in Turkey Requirements: the Articles of Association

The central document of a company registration in Turkey is the articles of association, and the Code is specific about its form while offering two routes to it. The articles of association must be made in written form and either have the signatures of all founders approved by a notary, or be signed before the trade registry director or deputy director (6102 sayılı Türk Ticaret Kanunu m.339).

Note the or. Notarial approval is one route; signature before the registry director is the other, and the Code puts them on the same footing. Guides that present notarisation as the only possibility are describing a common practice rather than the rule.

Article 339 also lists what the articles must contain, including the trade name and the place of the registered office, the business object described in defined essentials, the capital and the nominal value of each share with the manner and conditions of payment, transfer restrictions and privileges attaching to particular shares, non-cash capital contributions and their values, the number of board members and those authorised to sign for the company, how general assemblies are convened, and the accounting period. For a foreign investor the paragraphs on transfer restrictions and on signature authority are the ones worth deciding deliberately rather than adopting from a template, because both are difficult to change later and both shape what a future investor or buyer can do.

5.1. Company Registration in Turkey Documents for a Foreign Founder

The file for a company registration in Turkey by a foreign real or legal person typically also carries identity documents, a tax identification number, a power of attorney where a representative signs, and sworn translations, with an apostille on documents issued abroad. The Commercial Code does not itself set that documentary list, so it should be confirmed against the trade registry directorate’s current requirements rather than treated as fixed law. What the Code does fix is the three-month window described above.

6. How to Register a Company in Turkey: Step by Step

A company registration in Turkey is the act that creates the company, and the Code puts a deadline on it: every trader shall, within fifteen days from the day the commercial enterprise is opened, have the enterprise and the chosen trade name registered and announced at the trade registry of the place where the centre of the enterprise is located (6102 sayılı Türk Ticaret Kanunu m.40).

In outline, and with each stage anchored to the provisions above, a company registration in Turkey runs as follows:

1. Tax identification number for each foreign shareholder, obtained before the file is opened.
2. Articles of association, in writing, signed with notarised signatures or before the trade registry director (Article 339). The procedures are initiated through MERSİS, the central registry record system.
3. Competition Authority share paid over the capital of the company being formed (4054 sayılı Rekabetin Korunması Hakkında Kanun m.39).
4. Cash capital deposited into the blocked account opened in the name of the company being formed (Article 345), with at least a quarter paid in for a joint-stock company (Article 344) and no pre-registration quarter for a limited company (Article 585).
5. Registration and announcement at the trade registry directorate of the place of the registered office, within the fifteen-day period of Article 40.
6. Legal personality on registration (Articles 355 and 588), after which the bank releases the capital against the registry letter.
7. Statutory books certified and the tax office procedures completed; the social security position follows from the registry filing, as set out below.

The order matters more than the speed. Steps two to four are all dated from the signature of the articles, and the three-month return rule in Article 345 measures from that same date.

6.1. Company Registration in Turkey Online: What MERSİS Does and Does Not Replace

MERSİS is the electronic channel through which the file is prepared and the trade name reserved, and it is what most guides mean by an online company registration in Turkey. It does not replace the two acts the Code fixes in person or in form: the articles of association still require either notarised signatures or signature before the registry director (Article 339), and the capital still requires a bank deposit evidenced by a letter to the registry (Article 345). An electronic file and a signed, evidenced file are different things, and it is the second that the registry registers.

7. Company Registration in Turkey: Trade Name Rules

The trade name is chosen at the articles stage and goes onto the register with the company registration in Turkey, and it carries obligations of its own. Every trader is obliged to carry out the transactions relating to its commercial enterprise under its trade name and to sign the bills and other documents relating to the enterprise under that name (6102 sayılı Türk Ticaret Kanunu m.39). The registered trade name is also written legibly in a visible place of the commercial enterprise (Article 39).

Article 39 goes further than a signage rule. Commercial letters and the documents underlying entries in the commercial books must show the trader’s registry number, trade name, the centre of the enterprise and, where the trader is subject to the website obligation, the registered website address. For companies the same information is published on the website, together with the names of the board members in a joint-stock company or the managers in a limited company and the capital undertaken and paid. A foreign group applying its own global letterhead template to a Turkish subsidiary usually has to add fields rather than translate them.

8. How Much Does Company Registration in Turkey Cost?

Only one element of the cost of a company registration in Turkey is fixed by statute, and it is proportional to the capital rather than flat. Payments at a rate of four ten-thousandths of the capital of all newly formed joint-stock and limited companies, and of the increased portion in the case of a later capital increase, are among the Competition Authority’s revenues (4054 sayılı Rekabetin Korunması Hakkında Kanun m.39).

Four ten-thousandths is 0.04 per cent, charged on the capital of the company being formed and again on the increased portion of any later increase. On the current joint-stock minimum of TRY 250,000 that is TRY 100; on the limited minimum of TRY 50,000 it is TRY 20. It is a small number, but it is the only component of the cost that can be read off a statute rather than a tariff.

8.1. Company Registration in Turkey Fees That Follow Tariffs, Not Statute

Every other fee in a company registration in Turkey varies. Notary charges, trade registry and gazette charges, sworn translation and apostille all follow tariffs that are reset periodically, and the cost of an apostille depends on the issuing country rather than on Turkish law. That is why a single all-in figure quoted in a formation guide is an estimate made on a particular date, not a legal amount, and why it should be checked against the tariffs in force rather than carried forward from a page published in an earlier year.

Two further points belong in a cost answer even though neither is a fee. The capital is not an expense, since it stays in the company as its own funds. And for a joint-stock company the capital timing is itself a cost question, because a quarter of it is locked in a blocked account before the company exists (Article 344).

9. When Does the Company Registration in Turkey Create the Company?

A company registration in Turkey creates the company on registration, not on signature of the articles and not on notarisation. A joint-stock company acquires legal personality upon registration in the trade registry (6102 sayılı Türk Ticaret Kanunu m.355), and the limited company has its own provision saying the same thing (6102 sayılı Türk Ticaret Kanunu m.588). Three dates are therefore in play and they are routinely conflated: the date of signature, which starts the three-month clock in Article 345; the date of registration, which creates the legal person; and the date the enterprise is opened, which starts the fifteen-day period in Article 40.

9.1. Acts Before the Company Registration in Turkey: Who Is Liable

Until the company registration in Turkey is complete there is no legal person to contract, lease premises or employ anyone. Those who act in the name of the company before registration are personally and jointly liable on account of those transactions; only the company is liable where such undertakings were expressly declared to have been made in the name of the company to be formed and are accepted by the company within the three-month period following its registration (Article 588).

The escape route has two conditions that are easy to miss. The undertaking must have been expressly declared to be made in the name of the company to be formed, and the company must accept it within three months of registration. A lease or a supply contract signed by a founder in their own name during the registration period, without that declaration, stays with the founder. Where a foreign investor must commit to premises or equipment before the registry issues the number, the wording of the contract is what decides who is liable.

10. Company Registration in Turkey and the Social Security Institution

Employer registration is usually described as a separate post-registration errand. For a company registration in Turkey it is largely not. Where the formation of the company is notified to the trade registry offices, that notification is deemed to have been made to the Institution and no separate workplace notification is drawn up by the persons concerned; the registry offices must pass the notification on within ten days at the latest (5510 sayılı Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu m.11).

What the registry filing does not carry is the employer’s own deadline once people are actually hired. The employer must submit the workplace notification, in the form prepared by the Institution, at the latest on the date it starts to employ an insured person (Article 11). The deadline is the date employment starts, not a period running from it. The same provision attaches an administrative fine to failure, under Article 102 of that Law, and states that failing to file does not remove the rights and obligations the Law creates. For a new company the practical reading is that the registration filing covers the workplace registration, while the first hire is the date to work backwards from for everything else.

11. Company Registration in Turkey Does Not by Itself Authorise a Foreign Shareholder to Work

A company registration in Turkey and a work permit are two requirements routinely collapsed into one, and they are separate. The first is structural. The management and representation of a limited company are regulated by the articles and may be given to one or more shareholders bearing the title of manager, to all shareholders, or to third parties, but at least one shareholder must have the right to manage and the authority to represent the company (6102 sayılı Türk Ticaret Kanunu m.623). Managers may be third parties, yet a structure in which no shareholder holds both, all managers being appointed professionals, does not meet that floor on the face of the provision. For a foreign group intending to run the Turkish company entirely through appointed professionals, this is a drafting constraint to solve at the articles stage.

The second is a permit question. It is prohibited for foreigners within the scope of the Law to work or to be employed in Turkey without a work permit (6735 sayılı Uluslararası İşgücü Kanunu m.6). Holding shares is not by itself working; taking the manager title and working is. Permit durations, the extension system and the employer’s obligations are covered in work permits for foreign employees. A shareholder who does not take the manager title may instead fall within a work permit exemption, in which case the stay still rests on a residence permit; the types and their conditions are set out in residence permit types in Turkey. An overview of how the two fit together is on our residence and work permits page.

12. Company Formation in Turkey Compared: Subsidiary, Branch or Liaison Office

These three are the routes most often confused with one another, and the difference is not a matter of scale. A company formation in Turkey creates a new Turkish legal person with its own capital; a branch does not; and a liaison office may not trade at all.

12.1. A Branch Is Registered Like a Domestic Enterprise but Needs a Resident Representative

Branches in Turkey of commercial enterprises whose centres are outside Turkey are registered like domestic commercial enterprises, without prejudice to the provisions of their own countries’ laws on the trade name, and a fully authorised commercial representative whose place of residence is in Turkey is appointed for them (6102 sayılı Türk Ticaret Kanunu m.40).

The second sentence decides many branch-or-subsidiary questions on its own. A company registered in Turkey has no equivalent residence requirement attached to its shareholders, and in a limited company the corresponding constraint is the different one in Article 623 above. A group with no one to place in Turkey will usually find the subsidiary route simpler than the branch route for that reason alone.

12.2. Domestic Branches Are Registered in Their Own Right

Branches of commercial enterprises whose centre is in Turkey are also registered and announced at the trade registry of the place where they are located, and the trade name and signature specimen rules apply to them as well (Article 40).

12.3. A Liaison Office May Not Engage in Commercial Activity

Permission to open a liaison office may be granted to companies formed under the laws of foreign countries on condition that they do not engage in commercial activity in Turkey (4875 sayılı Doğrudan Yabancı Yatırımlar Kanunu m.3). The condition is the defining one, and a liaison office that begins to trade is no longer within the permission it was granted.

One honest limit about this provision is worth stating, because it is a dating clue rather than a defect. The text still refers to the Müsteşarlık, the Undersecretariat, an authority that no longer exists in that form; which body exercises the function today should be confirmed before an application is prepared. What the structure does and does not permit is unchanged. The permit conditions and the practical scope are set out in liaison office of a foreign company.

13. Company Incorporation in Turkey by Buying Shares Instead of Registering a New Company

A company incorporation in Turkey is not the only route to market. Buying an existing Turkish company is a real alternative, and it is governed by a different set of formalities. In a limited company the first is a form requirement: the transfer of a share in the share capital, and the transactions creating an obligation to transfer, are made in written form with the signatures of the parties approved by a notary (6102 sayılı Türk Ticaret Kanunu m.595).

The form requirement therefore covers not only the transfer but the agreement that commits a party to transfer later, so a private signature exchanged between the parties does not do the job. The second is a consent requirement: unless the articles provide otherwise, the approval of the general assembly is required for the transfer, and the transfer becomes valid with that approval (Article 595). The default is that a buyer cannot complete without the existing shareholders, and where the articles are silent the general assembly may refuse without giving reasons.

A timing rule cuts the other way. If the general assembly does not refuse within three months from the application, it is deemed to have given its approval (Article 595). Silence for three months counts as approval, so a buyer should date the application deliberately, because that date starts the only clock that converts inaction into consent. Where the acquisition is itself the intended investment route to citizenship, the amounts and the determining authorities are a separate question, set out in Turkish citizenship by investment.

14. Transferring Profits Out of Turkey After a Company Registration in Turkey

After a company registration in Turkey this is usually the inbound investor’s second question, after the capital question. Net profit, dividends, sale, liquidation and compensation proceeds arising from a foreign investor’s activities and transactions in Turkey, amounts payable under licence, management and similar agreements, and the principal and interest on foreign loans, may be transferred abroad freely through banks or special finance institutions (4875 sayılı Doğrudan Yabancı Yatırımlar Kanunu m.3).

The list is broader than dividends. It reaches sale and liquidation proceeds, which is to say the exit as well as the yield. The channel is specified as well: transfers go through banks or special finance institutions, not by private arrangement.

Two honest limits belong next to it. The provision guarantees the freedom to transfer and says nothing about the tax attaching to the distribution, which is assessed separately and is covered in taxation of foreign companies in Turkey. And a transfer made through a bank remains subject to that bank’s own identification and compliance procedures, which are a banking question rather than a question under this Law.

15. Expropriation and Nationalisation of a Foreign Investment

Law No. 4875 provides a further safeguard, and reading it carefully is the point. Foreign direct investments may not be expropriated or nationalised under the legislation in force, unless the public interest so requires and unless their equivalents are paid (4875 sayılı Doğrudan Yabancı Yatırımlar Kanunu m.3).

The guarantee is conditional rather than absolute. Expropriation is not excluded; it is confined to cases carried out under the legislation in force, where the public interest requires it, and where the equivalent is paid. Those three conditions are cumulative on the face of the text, which is what makes the provision a protection against arbitrary transfer rather than a promise that a taking can never occur.

16. Personal Liability After a Company Registration in Turkey

A company registration in Turkey creates a separate legal person, but it does not make every exposure disappear. A director or manager may be personally liable for loss caused by a culpable breach of duties (6102 sayılı Türk Ticaret Kanunu m.553). Civil compensation claims, including the board’s duties when capital is lost, are explained in director liability in Turkey.

Public debts require a separate assessment, and the capacity matters more than the label. The shareholder route reaches limited company shareholders in proportion to their capital shares (6183 sayılı Amme Alacaklarının Tahsil Usulü Hakkında Kanun m.35), while the representative route reaches the legal representatives of any legal person and, expressly, the representatives in Turkey of foreign persons or institutions (Amme Alacaklarının Tahsil Usulü Hakkında Kanun mükerrer m.35). Both routes share the same collection condition: the receivable must be one that cannot be collected from the company in whole or in part, or that is established to be uncollectable. The company tax and social security debt guide explains those differences, share transfers and the effect of liquidation.

17. What If Shareholders Can No Longer Work Together?

A court remedy exists for dissolution on just grounds, with different standing requirements for joint-stock and limited companies (6102 sayılı Türk Ticaret Kanunu m.531 · m.636). The court may order a shareholder exit or another suitable solution instead of dissolution. The shareholder disputes guide explains the thresholds, evidence, continued shareholder status and the limited company shareholder’s separate exit remedy.

18. Closing a Company in Turkey

The grounds for dissolution differ between joint-stock and limited companies (6102 sayılı Türk Ticaret Kanunu m.529 · m.636). Dissolution is followed by the applicable liquidation process, and stopping commercial activity does not by itself complete deregistration.

The company liquidation guide explains the liquidator’s appointment, creditor notices, asset distribution, final deregistration and additional liquidation.