How to Establish a Limited Partnership (Komandit Şirket) in Turkey: 2026 Guide for Foreign Investors

Foreign investors seeking to establish a limited partnership (Komandit Şirket) in Turkey (Türkiye) are generally subject to the same incorporation requirements as Turkish investors. A limited partnership (KomanditŞirket) is a commercial company in which partners have different levels of liability, with at least one partner bearing unlimited liability for the company’s debts. This structure may be considered where investors wish to distinguish management responsibilities from capital participation.

What Is a Limited Partnership (Komandit Şirket) in Turkey?

The Turkish Commercial Code recognises two types of limited partnerships:

Ordinary Limited Partnership (Adi Komandit Şirket): A partnership-type commercial company established by at least one general partner and one limited partner.

Partnership Limited by Shares (Sermayesi Paylara Bölünmüş Komandit Şirket): A capital company whose share capital is divided into shares and which is subject to separate incorporation and governance provisions.

The defining characteristic of a limited partnership is the distinction between two categories of partners.

General Partner (Komandite Ortak): A general partner bears unlimited, secondary liability for the company’s debts. Only individuals may act as general partners, who are responsible for managing the company.

Limited Partner (Komanditer Ortak): A limited partner’s liability is generally limited to the capital contributed or committed to the partnership. Both individuals and legal entities may act as limited partners. Limited partners do not have the general authority to manage the company.

Foreign investors should therefore carefully consider the legal consequences of each partner’s status before establishing a limited partnership in Turkey.

What Is the Minimum Capital for a Limited Partnership in Turkey in 2026?

There is no general statutory minimum capital requirement for an ordinary limited partnership (Adi Komandit Şirket) in Turkey. The partners’ capital commitments are determined in the partnership agreement.

A partnership limited by shares (Sermayesi Paylara Bölünmüş Komandit Şirket) is subject to different capital provisions, including relevant rules applicable to joint stock companies (A.Ş.). It must also have at least five founders, including at least one general partner.

For limited partners, the amount of committed capital is particularly important because it generally determines the extent of their financial liability.

Where contributions are made in kind, additional valuation and registration requirements may apply.

How to Register a Limited Partnership in Turkey

The company registration process begins through the Central Registry Record System (MERSİS) and is completed before the relevant Trade Registry Directorate.

The principal steps for establishing an ordinary limited partnership in Turkey are:

Determine the company structure: Select the partnership type, trade name, business activities and registered office address.

Define the partners’ positions: Identify the general and limited partners, their capital commitments and the allocation of management and representation powers.

Prepare the partnership agreement: Draft the constitutional documents and complete the applicable signing and certification formalities.

Prepare foreign investor documentation: Obtain the necessary Turkish tax identification numbers and supporting documents for foreign partners.

How Long Does It Take to Establish a Limited Partnership in Turkey?

Where all required documents have been properly prepared, registration with the Trade Registry may be completed on the same day.

For foreign investors, however, obtaining foreign corporate documents, arranging apostilles or legalisation, preparing certified translations and obtaining any required approvals may extend the overall incorporation timeline.

What Documents Are Required to Establish a Limited Partnership in Turkey?

The principal registration documents for an ordinary limited partnership generally include:

Partnership agreement: A duly executed agreement meeting the applicable signature and certification requirements.

Signature declarations: Certified signatures of individuals authorised to manage and represent the partnership.

Foreign partner documentation: Relevant identity, corporate registration and representation documents.

Power of attorney: Where incorporation is undertaken through an authorised representative.

Where a limited partner contributes assets other than cash, additional expert valuation reports and relevant registry documents may be required.

Depending on their nature and country of issue, foreign documents may require an apostille or consular legalisation, together with certified Turkish translations.

Frequently Asked Questions About Limited Partnership Formation in Turkey

Can a Foreigner Establish a Limited Partnership in Turkey?

Yes. Foreign individuals may generally participate in a Turkish limited partnership as general or limited partners. Foreign corporate entities may participate as limited partners, subject to the applicable legal requirements.

Can a Limited Partnership Be Established by One Person?

No. An ordinary limited partnership requires at least two partners: one general partner and one limited partner.

A partnership limited by shares is subject to additional incorporation requirements, including a minimum of five founders.

Do I Need to Reside in Turkey to Establish a Limited Partnership?

Generally, no. Foreign investors are not required to reside in Turkey solely to hold an interest in a limited partnership. However, actively working in Turkey or undertaking management responsibilities may give rise to separate work permit requirements.

Can I Establish a Limited Partnership in Turkey Remotely?

Incorporation procedures may generally be carried out through a duly authorised representative without the foreign investor travelling to Turkey.

The applicable formalities depend on the partners’ legal status, the type of partnership and the requirements governing the incorporation documents and powers of attorney.

Is a Limited Partner Liable for the Partnership’s Debts?

A limited partner’s liability is generally limited to the capital contributed or committed to the partnership. By contrast, a general partner bears unlimited, secondary liability for the company’s debts.

The precise extent of liability must be assessed under the applicable provisions of Turkish commercial law and the relevant circumstances.

Can a Foreign Investor Join an Existing Limited Partnership in Turkey?

Yes. Foreign individuals and corporate entities may generally join an existing limited partnership, provided that the legal requirements governing their intended partner status are satisfied.

Admission of a new partner should be assessed in accordance with the partnership agreement, applicable consent requirements and any necessary Trade Registry procedures.

What Is the Difference Between a Limited Partnership and a Ltd. Şti. in Turkey?

The principal difference concerns the liability of the partners and the company’s management structure.

In a limited liability company (Limited Şirket – Ltd. Şti.), shareholders are generally not personally liable for the company’s debts, although specific statutory exceptions, including certain public debts, may apply.

In an ordinary limited partnership (Adi Komandit Şirket), at least one general partner bears unlimited liability for the partnership’s debts, while limited partners generally benefit from liability limited to their capital commitments.

These differences are important when evaluating the legal and financial risks associated with each corporate structure.

Legal Assistance with Limited Partnership Formation in Turkey

For foreign investors, establishing a limited partnership in Turkey requires careful consideration of the partners’ liability, the preparation of the partnership agreement, the allocation of management and representation powers, and the legal position of foreign participants.

The distinction between general and limited partners is particularly important when structuring the investment and determining the rights and obligations of each party.

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 limited partnership formation, foreign investment and partnership structuring in Turkey. Our team advises international investors on partnership agreements, management arrangements and liability considerations, providing legal support tailored to their investment objectives.