Basic Business Guide
International investors have the same rights and liabilities as Turks, and as a foreigner, you can establish any company set out in the Turkish Commercial Code (TCC).
Types of Companies
Joint Stock Company (A.Ş.)
Limited Liability Company (Ltd. Şti.)
After choosing the type of company you'd like to set up, you'll need to determine a few basics: the trade name of your company, the scope of the field of activity, its headquarters (which can be a real physical address that you rent or a virtual office), its directors and managers, as well as the company capital and shareholders.
All procedures to establish a Turkey company are carried out at Trade Registry Offices located in district or provincial Chambers of Commerce. Thanks to reforms in 2018, instead of traipsing around offices, anyone who wants to set up a company can do so via MERSIS, the government's online central information system for commercial registry and activities, under the jurisdiction of The Union of Chambers and Commodity Exchanges of Turkey (TOBB). The government described this as a "one-stop" shop that enables investors to sort out all procedures within as little as a day and in one place.
Step-by-Step: How To Establish a Company
- Prepare the company's articles of association and the company contract (memorandum) and verify founders' signatures (can be done via notary public or trade registry directorates.)
- Submit the memorandum and articles of association via MERSIS
- Create a free membership on MERSIS via your passport. You will need a tax ID before registering.
- Arrange the documents, get them translated and notarized. (Some may have to be apostilled, especially in cases when you are not in the country.)
- Obtain the company's potential tax ID.
- Deposit a specific part (0.04%) of the capital to the Competition Authority's bank account (Rekabet Kurumu).
- Deposit a particular part (~25%) of the capital to the company bank account and document it.
- (Make sure to save the original bank receipt or get the EFT receipt signed and stamped.)
- Apply to the Trade Registry Office for registration procedures.
- Get approval for the legal books of the company.
- Request a company establishment statement from the tax office.
- Prepare the signature circular.
- Transfer company-related documents to the Electronic Incentive Implementation and Foreign Capital Information System ("Elektronik Teşvik Uygulama ve Yabancı Sermaye Bilgi Sistemi" or E-TUYS in Turkish)
To comply with the local tax legislation, you must hire an accountant or accounting firm in Turkey when setting up a business.
The necessary taxes you will be required to pay is personal income tax, corporate tax, value-added tax (KDV in Turkish), special consumption tax (ÖTV), and property tax. Depending on the company's activities, there will be other types of taxes to pay. Whether you seek help with compliance to local tax legislation, bookkeeping, tax filing, or payroll set up, an accountant will be of great help.
If your company is small, an accountant will be enough. If you are setting up a large business, a team of accountants or an accounting firm will be wiser.
All accountants must be certified and registered with the Union of Chambers of Certified Public Accountants of Turkey.
If you want to set up a company and hire foreign personnel for your company, you'll need to do so via a work permit. You can go about it in 2 ways: through the Ministry of Family, Labor, and Social Services or through Turkish embassies and consulates in the employee's country of residence.
After submitting a series of documents (such as passport, photo, and copy of the employment contract) to the ministry within 10 days of the employee's application for the position, you should expect to hear back about a final decision within a month.
Law. 4875 and the Employment of Foreign Nationals within the framework of Foreign Direct Investments make it possible for companies to hire foreign employees because they own a minimum of TRY 1,062,691 of the company's capital.
It will cost around $1,000 to apply for a work permit, including fees and taxes.
Warning: For every foreign individual employed, including shareholders, the company must use 5 Turkish nationals, but they do not have to be full-time employees.
Social Security and State-Mandated Retirement
When you are self-employed, you will have to pay your social security premiums. Under Turkey's SGK (social security) system, shareholders and the self-employed pay into Bağkur require a monthly payment of TL 1,200.
Capital companies in Turkey (limited liability, joint-stock company) must pay 22% corporate tax. At the same time, individuals must pay income tax on their earnings and revenues during the year, ranging between 15% and 40%.
If you are a resident in Turkey or have a legal or business center in Turkey, you may be taxed on your income in Turkey and abroad.
Besides, you will also be subject to value-added tax (KDV), special consumption tax (ÖTV), and stamp tax (damga vergisi).
The company or individuals can also benefit from tax incentives, exemptions, or exceptions, especially with mutual agreements to prevent double taxation in both countries.
What will be your main costs when setting up a business in Turkey?
Start-up and registration costs include; drafting and notarizing the company documents, such as articles of association, signature declarations, founders' declaration, power of attorney and their translations; stamp tax, the tax registration certificate and getting legal books certified at a notary public; capitals to be deposited to the Competition Authority and in the company bank account; and the incorporation fee for the Trade Register.
There will also be the registration fee of the company (dependent on the type of business), costs associated with publishing the company's Articles of Association in the Official Gazette and recording these articles with the Turkish Trade Register, as well as various fees about workplace opening and operation as well as the annual Chamber of Commerce membership fee, which is around TL 500-650.
Social security and tax registration do not incur any fees.
You will also have costs related to opening a corporate bank account, which will vary from bank to bank.
Example of Costs
- Power of attorney on behalf of company shareholders – TL 500+
- The Competition Authority's Share TL 80+
- The Trade Registry Process TL 1,345
- Notarized passport translation TL 150-250