Corporate Law at Turkey
Here’s a detailed overview of Corporate Law in Turkey, highlighting the main features and legal framework as of 2025:
🇹🇷 Corporate Law in Turkey: Overview
1. Legal Framework
The primary legislation is the Turkish Commercial Code (TCC), enacted in 2012 and fully effective from 2013.
The TCC governs company formation, operation, governance, mergers, and liquidation.
Supplementary laws include regulations on capital markets, competition, and foreign investment.
2. Types of Business Entities
| Type | Description | Min. Capital | Liability |
|---|---|---|---|
| Limited Liability Company (Ltd. Şti.) | Popular for SMEs; flexible management | TRY 10,000 | Limited to capital |
| Joint Stock Company (Anonim Şirket - A.Ş.) | Suitable for large enterprises; can be publicly traded | TRY 50,000 | Limited to capital |
| Commandite Company (Komandit Şirket) | Partnership with general and limited partners | No min. capital | General partners: unlimited; limited partners: limited |
| Ordinary Partnership (Adi Şirket) | Partnership | No min. capital | Unlimited joint liability |
| Sole Proprietorship | Individual business | No min. capital | Unlimited personal liability |
3. Corporate Governance
Ltd. Şti.:
Managed by one or more managers
Shareholder meetings required for key decisions
No mandatory board of directors
A.Ş.:
Requires:
Board of Directors (minimum 1 member)
General Assembly of shareholders
Statutory auditor if certain criteria are met
Public companies regulated by Capital Markets Board (SPK)
4. Company Formation & Registration
Companies must be registered with the Trade Registry Office.
Registration requires notarized articles of association, proof of capital deposit, and other documents.
The registration process is increasingly digitized, facilitating quicker incorporation.
5. Financial Reporting & Audit
Annual financial statements must comply with Turkish Financial Reporting Standards (TFRS).
Audit is mandatory for:
Joint stock companies exceeding certain size thresholds
Public companies (subject to independent external audit)
Companies meeting criteria for “large-scale” as per the TCC
6. Foreign Investment
Turkey allows 100% foreign ownership in most sectors.
Some sectors like banking, defense, and media have regulatory restrictions.
Foreign investors benefit from investment incentives and protections under bilateral treaties and free trade agreements.
7. Taxation
Corporate tax rate: 23% (2025)
Other taxes: VAT (generally 18%), withholding taxes, and others apply depending on activity.
Incentives exist for investment in certain regions and sectors, like technology, R&D, and manufacturing.
8. Recent Developments
Enhanced digitalization of company registry and compliance processes.
New regulations encouraging startup ecosystem and innovation.
Reforms to align corporate governance with EU standards and international best practices.
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