Company formation and commercial law in Turkey

How can a foreigner start a business in Turkey from Fethiye?

A foreign investor can generally establish a Turkish Commercial Code company without taking on a Turkish partner solely because of nationality. Law No. 4875 states that foreign direct investment is free and that foreign investors receive equal treatment with domestic investors. Equal treatment does not remove activity-specific licences, regulated-sector restrictions, tax duties or work-permit requirements.

Av. Seyfullah Yanatma advises investors, shareholders, directors and existing businesses in Fethiye and the wider Muğla area. The instruction can cover company formation, business registration in Turkey, contract drafting, shareholder decisions, licence questions and a dispute that has already arisen. The proposed activity and ownership structure should be settled before a deposit, lease or long-term supply commitment is signed.

Which Turkish company should a foreign investor choose?

The two common Turkish Commercial Code forms are a limited liability company (limited şirket, usually written Ltd Şti) and a joint-stock company (anonim şirket, A.Ş.). The right choice depends on the owners, funding plan, management, transfer expectations, regulated activity and whether outside investors may join later.

Point	Limited company (Ltd Şti)	Joint-stock company (A.Ş.)
Typical fit	Closely held trading, service or family business	Larger investment, share-based funding or a structure designed for future investors
Minimum capital (TTK Art. 580 / Art. 332, Presidential Decision No. 7887)	TRY 50,000	TRY 250,000 (TRY 500,000 initial capital under the registered-capital system)
Governance question	Who manages and represents the company?	How will the board, representation and share structure operate?
Main legal focus	Articles, manager authority, transfers and member relations	Articles, board decisions, shares, transfers, capital and investor rights

The minimum capital figures above come from Presidential Decision No. 7887, which raised the amounts in Articles 332 and 580 of the Turkish Commercial Code; check that no later decision has changed them before filing. Capital is separate from registration charges, translations, notary work, banking, accounting, licences and legal fees. A company can also need a different structure or additional approval where its activity is regulated.

How does company registration in Turkey work?

A practical company-registration sequence normally has these stages:

1. Define the activity and structure. Identify the services or goods, shareholders, managers, registered address, capital, representation powers and any foreign ownership or regulated-sector question.
2. Prepare the founding file. The articles, identification documents, declarations, signatures, address evidence and any powers of attorney must match the proposed company and current registry requirements. Foreign documents may require translation, certification or apostille depending on where they were issued.
3. Create the MERSİS record. MERSİS is the Central Registry Record System used for company and trade-registry information. The draft information should be checked for the activity wording, names, share ratios and authority before submission.
4. Apply to the Trade Registry Directorate. Registration is completed by the competent Trade Registry Directorate after it reviews the file. The authority, current forms, appointment method and payment instructions should be confirmed for the company’s registered address.
5. Complete post-registration steps. Tax, accounting, bank, workplace, social-security, municipal and sector-specific steps may follow. A registration certificate alone does not authorise every activity, employ every foreign national or replace a required operating licence.

Av. Yanatma can compare the proposed documents, identify missing authority or translation issues and explain which decisions should be recorded. Registration remains subject to the competent authority accepting the current file.

What does company formation in Turkey cost?

“Company formation cost” includes more than the minimum capital. A budget may include registry and publication charges, notarisation, sworn translation, signature formalities, accounting setup, registered-address arrangements, banking, municipal permissions, sector licences and legal work. Some costs depend on the number of shareholders, documents, signatories and activities.

There is no reliable universal total for every foreign-owned company. The current official capital and registry charges should be confirmed at the filing date, and a proposed budget should distinguish money paid into the company from fees and expenses paid to authorities or service providers. Av. Yanatma’s legal work and disbursements are separate from those official and third-party amounts.

What licences does a tourism business in Fethiye need?

Fethiye’s economy includes accommodation, restaurants, activity operators, marina-related businesses and other tourism services. The correct licence depends on what the business actually offers, where it operates and which authority controls that activity. A company registration is not a substitute for an operating licence.

Under Article 5 of Law No. 2634, a licensed accommodation business must obtain a Tourism Operation Certificate from the Ministry of Culture and Tourism within six months after receiving its workplace-opening and operating licence. A stand-alone beach business has a seven-day application rule after its workplace licence. The certificate category, inspection and any statutory exception should be checked for the specific premises; a municipal workplace licence is not automatically a Tourism Operation Certificate.

Before signing a lease or buying equipment, the investor should identify the premises’ permitted use, municipal licence route, tourism certificate category, signage and alcohol or food permissions where relevant. A marina concession, charter activity or vessel contract may raise separate issues; see the maritime and yacht law service before committing to a Göcek or Fethiye operation.

What commercial contracts should a Turkish company use?

A commercial contract should identify the parties, authority, goods or services, price and currency, tax treatment, delivery or performance, acceptance, security, default, termination, confidentiality, governing law, dispute route and language priority. An English template cannot be assumed to produce the same result under Turkish law. The signer’s authority and any required form should be checked as carefully as the commercial bargain.

Contract variation means changing an agreed term. A proposed change should state exactly which clause is replaced, its effective date, the continuing terms and who is authorised to sign. Side letters, purchase orders, WhatsApp messages and invoices can create evidence about performance but should not be treated as a safe substitute for a properly documented amendment when the contract or law requires form.

Av. Yanatma reviews supplier, distribution, service, employment-related, property, management and shareholder documents. He can also help clarify whether a failed payment is a contract dispute, a debt-collection matter or a wider shareholder or director issue. The debt collection service explains the enforcement options once a receivable is due.

How are shareholder and director disputes handled?

A dispute may concern voting rights, manager or board authority, undisclosed transactions, dividends, capital calls, access to company records, a transfer restriction, deadlock or an exit. The first review should preserve the articles, shareholder agreement, registry records, minutes, accounting material, correspondence and payment trail. A rushed change to a company record can make later proof harder.

Av. Yanatma can map the decision-making route, identify the documents required for a resolution and assess whether negotiation, mediation, a court application or enforcement is appropriate. The company’s registered address, governing documents and the type of claim affect venue and procedure. A commercial money claim may require mediation before a court action.

Is mediation mandatory for a commercial money claim?

Article 5/A of the Turkish Commercial Code and the Mediation Law make mediation a precondition for many commercial court actions concerning receivables and compensation. The applicant applies to a mediator and, if no settlement is reached, obtains the final record needed for the next procedural step. A failed mediation does not decide who is right.

Mediation is not mandatory for every business dispute, and a direct enforcement route can have different requirements. The claim, parties, contract, amount, security and chosen route should be classified before filing. The employment law service covers the separate mediation rules for employment claims, while the work-permit service addresses the immigration side of employing a foreign shareholder or manager.

Can a foreign shareholder work in the Turkish company?

Ownership and the right to perform work are separate questions. Under Law No. 6735, a foreign employee’s route depends on whether the application is made in Turkey or through a Turkish embassy or consulate abroad. Turkish law also recognises qualifying independent work permits, work-permit exemptions and the Turquoise Card, which begins with a three-year transition period under the statutory scheme.

The proposed role, company activity, nationality, residence position and current Ministry criteria must be reviewed together. A work permit is not itself proof of a right to reside. Prepare the employment or management documents and the company records before relying on the proposed start date.

Which documents should a foreign investor prepare?

An initial file commonly includes passports or identity documents, shareholder and manager details, proposed company name and activity, address evidence, draft articles, capital and share information, signatures, powers of attorney, translations or apostilles, lease documents, existing contracts and any licence correspondence. The exact list changes with the company form and the nationality or residence position of each person.

A clear instruction should also state what Av. Yanatma is asked to do: formation only, contract review, licence coordination, shareholder documentation, dispute strategy or continuing commercial advice. To discuss a defined business matter, use the contact page.