Company Incorporation — Limited Liability and Joint Stock Company Step by Step

Company Incorporation Procedures — Limited Liability Company and Joint-Stock Company Step by Step

The most commonly preferred company types in Turkish commercial life are the limited liability company (limited şirket) and the joint-stock company (anonim şirket). Law No. 6102 — the Turkish Commercial Code (Türk Ticaret Kanunu — TTK) — regulates the incorporation, operation, and dissolution processes of these companies in detail. In this article we examine step by step the incorporation procedures for limited liability companies and joint-stock companies, the required documents, capital requirements, and the application process through the MERSIS system.

What Are the Fundamental Differences Between a Limited Liability Company and a Joint-Stock Company?

A limited liability company (limited şirket) is a capital company that may be incorporated with a minimum capital of 10,000 TL, may have between 1 and 50 shareholders, and whose shares cannot be freely transferred. A joint-stock company (anonim şirket) is a capital company requiring a minimum capital of 50,000 TL, with an unlimited number of shareholders, and whose shares are in the nature of negotiable instruments. Articles 332 and 580 of TTK regulate these provisions.

The fundamental differences between the two company types are clear in structural, capital, and management terms. In limited liability companies, shareholders are as a rule liable only to the extent of their subscribed share capital. However, for public receivables (taxes, social security premiums, etc.), shareholders may be held personally liable in proportion to their capital shares. In a joint-stock company, shareholders' liability is limited solely to the capital they have subscribed.

In limited liability companies, pursuant to Article 595 of TTK, a share transfer must be made in writing, and unless otherwise provided in the articles of association, must be approved by the general assembly. In joint-stock companies, bearer share certificates are transferred by delivery of possession, and registered share certificates by endorsement and delivery. This difference is decisive particularly for entrepreneurs wishing to attract investors.

How Is the MERSIS System Used in Company Incorporation?

MERSIS (Central Registry Record System — Merkezi Sicil Kayıt Sistemi) is an online platform managed by the Ministry of Trade through which company incorporation applications are made electronically. All company incorporation applications are initiated through MERSIS; the articles of association are prepared, applications are made, and the process is tracked through the system.

Company incorporation applications through MERSIS are made in the following steps: First, log in to the system at mersis.gtb.gov.tr. Select the type of company to be incorporated (limited or joint-stock). Determine the company trade name and check name availability. Draft the articles of association on the system. Enter the identity information of the shareholders, their capital shares, and the company's registered office address. After the application is approved, an appointment is made at the trade registry office (ticaret sicili müdürlüğü).

The MERSIS system has significantly accelerated the company incorporation process. Incorporation procedures that previously took days can now be completed within 1–3 working days thanks to the system. The system also prevents duplicate registrations by enabling information sharing between trade registry offices.

What Are the Stages of Incorporating a Limited Liability Company?

Incorporation of a limited liability company consists of the following stages: MERSIS application, preparation of the articles of association, payment of the capital, trade registry registration, registration with the tax office, and notification to the Social Security Institution (SGK). Articles 575–587 of TTK regulate the incorporation of a limited liability company. The entire process can be completed within approximately 3–5 working days.

Step 1 — MERSIS Application and Articles of Association: The type of company selected on MERSIS is the limited liability company. The articles of association must contain the mandatory elements specified in Article 576 of TTK: the trade name and registered office of the company, the business subject, the amount of the share capital and the share of each shareholder, the names and surnames and titles of the managers, and the form of announcements to be made.

Step 2 — Payment of Capital: In limited liability companies, the entire capital may be paid before registration, or alternatively at least 25% may be paid before registration and the remainder within 24 months of registration (Article 585 of TTK). The capital is deposited into a special account opened in the name of the company at a bank.

Step 3 — Trade Registry Registration: After the MERSIS application is approved, an application is made to the trade registry office with the required documents. Registration is carried out and the company acquires legal personality. Upon registration, an announcement is made in the Trade Registry Gazette (Ticaret Sicili Gazetesi).

Step 4 — Tax Office Registration: Following trade registry registration, a tax liability registration is made at the tax office in the district where the company's registered office is located. A tax certificate is obtained and the books are certified.

Step 5 — SGK Notification: Within 10 days of the company's registration, it is mandatory to submit a workplace registration form to the Social Security Institution (Sosyal Güvenlik Kurumu — SGK). If insured employees are to be employed, an insured person employment notification form must also be submitted.

What Are the Stages of Incorporating a Joint-Stock Company?

Incorporation of a joint-stock company consists of: preparation of the articles of association, MERSIS application, depositing the capital at a bank, trade registry registration, tax office registration, and SGK notification. Articles 335–354 of TTK regulate the incorporation of a joint-stock company.

Step 1 — Preparation of the Articles of Association: Article 339 of TTK lists the mandatory elements that must be included in the articles of association of a joint-stock company: the trade name and registered office of the company; the business subject; the capital, number of shares, and their nominal values; whether share certificates will be registered or bearer; the number of members of the board of directors; the procedure for convening the general assembly; and the form of announcements.

Step 2 — MERSIS Application: The articles of association are prepared on MERSIS or a prepared agreement is uploaded to the system. The company trade name is checked and the application is created.

Step 3 — Depositing the Capital: In joint-stock companies, at least 25% of the cash capital must be paid before registration and the remaining 75% must be paid within 24 months of registration (Article 344 of TTK). Payment is made to an account opened in the name of the company at a bank and a bank blocking letter is obtained.

Step 4 — Trade Registry Registration: After the MERSIS application is approved, an application is made to the trade registry office. Pursuant to Article 354 of TTK, the joint-stock company acquires legal personality upon registration. Registration is announced in the Trade Registry Gazette.

Step 5 — Tax Office and SGK: Following registration, tax office registration, book certification, and SGK workplace notification are carried out. These procedures are performed in the same manner as the steps in limited liability company incorporation.

What Documents Are Required for Company Incorporation?

Documents required for company incorporation: the articles of association, photocopies of the shareholders' identity documents, proof of address, signature declarations, a bank capital blocking letter, potential tax identification numbers, and a valuation report for in-kind capital contributions if any.

The detailed document list is as follows: notarially certified articles of association (3 copies), photocopy of all shareholders' national identity cards, signature declarations given before a notary by all shareholders and managers/board of directors members, a lease agreement or photocopy of the title deed showing that the company's registered office will be used, a bank capital blocking letter, a competition authority contribution payment receipt, and the chamber registration declaration.

Additional documents are required where foreign shareholders are involved: notarially certified translation of the passport, potential tax identification number for foreign national real persons, an apostilled certificate of standing and authorisation resolution for a foreign legal entity shareholder, and a notification form under the Direct Foreign Investments Law (Doğrudan Yabancı Yatırımlar Kanunu — Law No. 4875) for foreign investors. These documents must be submitted to the trade registry office upon the company's incorporation application.

Can a Single-Shareholder Company Be Incorporated and What Are Its Conditions?

Yes, pursuant to TTK, both limited liability companies and joint-stock companies may be incorporated with a single shareholder. Article 574 of TTK regulates the single-shareholder limited liability company, and Article 338 regulates the single-shareholder joint-stock company. In single-shareholder companies, the shareholder may be a natural person or a legal entity.

In a single-shareholder limited liability company, the shareholder may also manage the company in the capacity of manager. Pursuant to Article 574(2) of TTK, if the number of shareholders falls to one, the company must notify the managers of this situation within 7 days and the managers must register and announce it within 7 days. However, if the company is incorporated from the outset with a single shareholder, this notification obligation does not apply.

In a single-shareholder joint-stock company, the sole shareholder may also be a member of the board of directors. Pursuant to Article 359 of TTK, the board of directors may consist of at least one member. In single-person joint-stock companies, general assembly decisions are taken in writing. This structure is particularly preferred by small and medium-sized enterprises and self-employed professionals.

What Are the Costs of Company Incorporation?

Company incorporation costs consist of: notary costs, trade registry fees, chamber registration fee, book certification cost, and capital blocking costs. As of 2026, the incorporation cost of a limited liability company is approximately [TO BE VERIFIED] TL and that of a joint-stock company is approximately [TO BE VERIFIED] TL.

The items of incorporation costs are: notary costs (articles of association certification, signature declaration) [TO BE VERIFIED] TL, trade registry registration fee [TO BE VERIFIED] TL, Trade Registry Gazette announcement fee [TO BE VERIFIED] TL, chamber of commerce/industry registration fee [TO BE VERIFIED] TL, book certification cost [TO BE VERIFIED] TL, competition authority contribution (four ten-thousandths of the capital), and bank capital blocking cost. If the services of a lawyer or financial adviser are obtained, a separate consulting fee will also be added.

Some incentives and discounts may also apply to company incorporation. Young entrepreneur incentives, KOSGEB supports, and tax advantages for companies established in technology development zones may be assessed. Pursuant to Article Mükerrer 20 of the Income Tax Law (Gelir Vergisi Kanunu), within the scope of the young entrepreneur earnings exemption, earnings up to a certain amount may be exempt from tax for the first 3 years [TO BE VERIFIED].

What Are the Common Mistakes Made in Company Incorporation and What Points Require Attention?

The most common mistakes made in company incorporation are: selecting an inappropriate trade name, inadequately preparing the articles of association, failing to fulfil the capital commitment, failing to make notifications to the tax office and SGK on time, and making the wrong choice of company type.

In selecting a trade name, the provisions of Articles 39–51 of TTK must be observed. The trade name must not create confusion with a previously registered trade name in the same trade registry district. It is mandatory for the company type to be clearly stated in the trade name (“Limited Şirketi” or “Anonim Şirketi”). Use of a misleading trade name is prohibited.

It is of great importance to obtain legal support in preparing the articles of association. Failure to include the mandatory elements specified in TTK, the articles of association being contrary to mandatory provisions, and inadequate regulation of relations between shareholders are among the commonly encountered problems. The provisions in the articles of association play a decisive role particularly in disputes between shareholders. For this reason, it is recommended that the articles of association be prepared or reviewed by a lawyer specialising in commercial law.

Failure to fulfil the capital commitment on time may also produce serious consequences. Pursuant to Article 482 of TTK, a shareholder who fails to pay the capital debt may face payment of default interest and expulsion from the company. For this reason, realistic capital planning at the incorporation stage is important.

Final note: This content is for general informational purposes only and does not constitute legal advice.