Foreign investors seeking to establish a joint stock company (Anonim Şirket – A.Ş.) in Turkey (Türkiye) generally enjoy the same rights and are subject to the same obligations as Turkish investors. A joint stock company (A.Ş.) is one of the principal corporate structures used for international investments, joint ventures and mergers and acquisitions (M&A), owing to its share transfer arrangements, opportunities for investor participation and corporate governance framework.
What Is a Joint Stock Company (A.Ş.) in Turkey?
A joint stock company (A.Ş.) is a corporate entity with a defined share capital divided into shares. The company is liable for its debts solely with its own assets, while shareholders are generally liable only to the company for their subscribed capital contributions.
An A.Ş. may be established by a single individual or corporate shareholder. Foreign investors are not generally required to appoint a Turkish shareholder, and 100% of the company’s shares may be foreign-owned. Certain regulated sectors may, however, be subject to specific restrictions or authorisation requirements.
The mandatory corporate bodies of an A.Ş. are the general assembly of shareholders and the board of directors. The board may consist of a single director, and there is generally no requirement for directors to be Turkish nationals or residents of Turkey.
What Is the Minimum Share Capital for an A.Ş. in Turkey in 2026?
The minimum share capital required to establish a joint stock company in Turkey is TRY 250,000. For non-public joint stock companies adopting the registered capital system, the minimum initial capital is TRY 500,000.
For capital subscribed in cash:
- At least 25% of the subscribed capital must be paid before registration with the Trade Registry.
- The remaining 75% may be paid within 24 months following registration.
For example, an A.Ş. established with share capital of TRY 250,000 must pay at least TRY 62,500 before registration, with the remaining TRY 187,500 payable within the following 24 months.
Separate valuation and registration requirements apply where capital contributions are made in kind rather than in cash.
How to Register a Joint Stock Company in Turkey
The incorporation process for an A.Ş. begins through the Central Registry Record System (MERSİS) and is completed before the competent Trade Registry Directorate.
The principal steps for joint stock company formation in Turkey are:
- Determine the corporate structure: Select the company name, intended business activities, registered office address and shareholding arrangements.
- Prepare the articles of association: Draft the company’s constitutional documents through MERSİS.
- Obtain tax identification numbers: Arrange the necessary Turkish tax identification numbers for foreign shareholders and relevant board members.
- Complete incorporation formalities: Execute the articles of association, prepare the required signature declarations and make the necessary capital payments.
- Register the company: Submit the incorporation documents to the relevant Trade Registry Directorate.
Certain regulated business activities may require approval or an opinion from the competent public authority before incorporation.
What Documents Are Required to Establish an A.Ş. in Turkey?
The principal incorporation documents include the articles of association, registration application, bank confirmation of the required capital payment, applicable signature declarations and documentation relating to the board of directors.
Further requirements depend on the legal status of the foreign investor:
- Foreign individual shareholders: Passport, required certified Turkish translations and Turkish tax identification number.
- Foreign corporate shareholders: Current certificate of activity or company registry extract, corporate resolution approving participation in the new company and documentation establishing representation powers.
- Incorporation through a representative: A power of attorney granting the necessary authority to complete the registration procedures.
Depending on their nature and country of issue, foreign documents may require an apostille or consular legalisation, together with notarised Turkish translations.
Frequently Asked Questions About Joint Stock Company Formation in Turkey
Can a Foreigner Own 100% of a Joint Stock Company in Turkey?
Yes. Foreign individuals and corporate entities may generally own 100% of the shares in an A.Ş. without appointing a Turkish shareholder. Specific ownership restrictions and licensing requirements may apply in certain regulated sectors.
How Long Does It Take to Establish an A.Ş. in Turkey?
Where all incorporation documents have been properly prepared, registration with the Trade Registry may be completed on the same day.
However, obtaining foreign corporate documents, arranging legalisation and translations, and securing any necessary regulatory approvals may extend the overall incorporation timeline.
Can I Establish an A.Ş. in Turkey Remotely?
Yes. Foreign investors may generally establish a joint stock company through a duly authorised representative without travelling to Turkey. The power of attorney and supporting documents must comply with the applicable Turkish trade registry requirements.
Do I Need to Reside in Turkey to Establish an A.Ş.?
Generally, no. Foreign shareholders are not required to reside in Turkey solely because they hold shares in an A.Ş. However, actively working in Turkey or undertaking management functions may give rise to separate work permit requirements.
Can Shares in a Turkish A.Ş. Be Transferred to Foreign Investors?
Yes. Shares in a Turkish joint stock company may generally be transferred to foreign investors. The applicable transfer formalities depend on the type of shares, any restrictions in the articles of association and relevant sector-specific regulations.
Can a Foreign Investor Acquire Shares in an Existing A.Ş. in Turkey?
Yes. Foreign individuals and corporate entities may acquire some or all of the shares in an existing Turkish joint stock company.
The transaction should take account of the type of shares, any transfer restrictions under the articles of association and applicable regulatory approvals. Legal and financial due diligence is also an important consideration before completing a share acquisition.
Legal Assistance with Joint Stock Company Formation in Turkey
For international investors, establishing an A.Ş. in Turkey involves preparing the articles of association, structuring shareholder arrangements, defining corporate governance and representation powers, and ensuring that the investment complies with Turkish corporate and regulatory requirements.
These considerations are particularly relevant to foreign investment structures involving multiple shareholders, joint ventures, future share transfers or prospective M&A transactions.
Why NZP NAGY LEGAL?
NZP NAGY LEGAL combines the local legal expertise of its Turkish lawyers with over 25 years of international experience to provide legal counsel on joint stock company formation, foreign investment and corporate structuring in Turkey. Our team advises international investors on incorporation, shareholder arrangements and corporate governance matters, providing legal support tailored to their business requirements and investment objectives.