Establishing a limited liability company (Limited Şirket – Ltd. Şti.) in Turkey requires careful consideration of the ownership structure, management arrangements and applicable corporate requirements. As one of the most widely used corporate forms in Turkey, a limited liability company offers a comparatively straightforward management structure and lower minimum capital requirements, making it a practical option for foreign businesses establishing or expanding their commercial operations.
NZP NAGY LEGAL advises foreign companies and investors on limited liability company formation in Turkey, providing legal counsel on incorporation, shareholder arrangements and corporate governance. Our services are directed towards international clients, particularly Hungarian investors, alongside companies and individuals from Germany, Austria, the United Kingdom, Spain and the United Arab Emirates seeking to establish a business presence in Turkey.
Limited Liability Companies (Ltd. Şti.) in Turkey: Legal Structure and Shareholding
Under the Turkish Commercial Code, a limited liability company (Ltd. Şti.) is a corporate entity whose capital is divided into capital shares. Shareholders are generally liable to the company for their subscribed capital contributions and are not personally liable for the company’s private debts. However, shareholders may be held liable for certain public debts that cannot be recovered from the company, in proportion to their shareholdings and subject to the applicable legal provisions.
A limited liability company may be established by a single individual or corporate shareholder and may have up to 50 shareholders. Foreign investors may generally own 100% of the company’s capital without appointing a Turkish shareholder or residing in Turkey. Certain regulated sectors may nevertheless be subject to specific restrictions or authorisation requirements.
The company’s management and representation are entrusted to one or more managers. At least one shareholder must be authorised to manage and represent the company.
The ownership structure, management powers and provisions governing the transfer of capital shares should be considered in light of the proposed investment and the shareholders’ commercial objectives.
Minimum Share Capital for a Limited Liability Company in Turkey in 2026
The minimum share capital required to establish a limited liability company in Turkey is TRY 50,000.
The full amount of capital subscribed in cash may be paid within 24 months following registration with the competent trade registry. Unlike a joint stock company (A.Ş.), a limited liability company is not generally required to pay a prescribed percentage of its subscribed cash capital before incorporation.
Accordingly, an Ltd. Şti. established with capital of TRY 50,000 may register the company before paying the subscribed cash capital, provided that the payment obligations are fulfilled within the applicable 24-month period.
Separate valuation and registration requirements apply to contributions made in kind.
Our Legal Services for Limited Liability Company Formation in Turkey
NZP NAGY LEGAL provides legal counsel to foreign investors throughout the establishment of limited liability companies in Turkey, from determining the appropriate ownership and management structure to completing the relevant incorporation formalities.
Nuestros servicios incluyen:
- Corporate and investment structuring: Advising on the proposed company structure, share capital, ownership arrangements and legal considerations relevant to foreign investment.
- Drafting articles of association: Preparing and reviewing the company’s articles of association in accordance with Turkish company law, the intended business activities and shareholder requirements.
- Shareholder arrangements: Advising on shareholder rights, capital participation, transfer restrictions and the legal framework governing ownership interests.
- Corporate management and representation: Structuring the appointment, powers and responsibilities of company managers, including management and representation arrangements.
- Preparation of incorporation documents: Drafting and reviewing shareholder resolutions, powers of attorney, signature declarations and other documentation required from foreign investors.
- MERSİS and trade registry procedures: Preparing and coordinating incorporation applications through the Central Registry Record System (MERSİS) and the competent Trade Registry Directorate.
- Regulatory compliance and approvals: Assessing applicable sector-specific authorisations, regulatory requirements and approvals associated with the proposed business activities.
Where a limited liability company forms part of an international corporate group, we also advise on the legal arrangements between the foreign parent company and the Turkish entity.
Asesoramiento jurídico en húngaro para inversores húngaros en Turquía
For Hungarian companies and investors establishing a limited liability company in Turkey, access to legal advice in Hungarian facilitates communication on matters involving Turkish corporate law, shareholder obligations and management arrangements.
NZP NAGY LEGAL combines the local legal expertise of its Turkish lawyers with its established presence in Hungary to provide Hungarian-speaking legal advisory services for limited liability company formation and corporate investments in Turkey.
We assist Hungarian clients with the preparation of incorporation documents, structuring of ownership interests, appointment of company managers, establishment of representation arrangements and the review of corporate documentation under Turkish law.
Where Hungarian businesses establish Turkish subsidiaries or enter into commercial partnerships with Turkish companies, our cross-border approach supports the coordination of legal matters between Hungary and Turkey.
Cross-Border Limited Liability Company Formation for International Investors
Establishing a Turkish limited liability company as part of an international business structure may require coordination between the investor’s home jurisdiction and Turkish corporate law.
For companies and investors from Germany, Austria, the United Kingdom, Spain and the United Arab Emirates, the incorporation process may involve foreign company registry documents, shareholder resolutions, evidence of representation powers and documentation required by the Turkish trade registry.
Depending on the nature and country of issue of the documents, apostille certification or consular legalisation and notarised Turkish translations may be required. Incorporation may also be completed through a duly authorised representative, subject to the applicable formal requirements.
Foreign investors should also consider the legal relationship between the foreign parent company or shareholders and the Turkish entity, including ownership, management and representation arrangements.
What Is the Difference Between an Ltd. Şti. and an A.Ş. in Turkey?
The principal differences concern capital requirements, corporate governance, share transfer formalities and shareholder liability.
A limited liability company requires minimum capital of TRY 50,000 and is managed by one or more managers. A joint stock company requires minimum capital of TRY 250,000 and is governed by a board of directors.
The two structures also differ in the rules governing share transfers and the potential liability of shareholders for certain public debts.
¿Por qué NZP NAGY LEGAL?
NZP NAGY LEGAL combines the local legal expertise of its Turkish lawyers with over 25 years of international experience to advise foreign investors on limited liability company formation, corporate structuring, shareholder arrangements and cross-border business transactions in Turkey.
Through our international office network in Hungary, Germany, Austria, the United Kingdom, Spain and the United Arab Emirates, we provide coordinated legal counsel on corporate establishment and investment matters involving multiple jurisdictions.
Integrated legal counsel for international investments under one roof. Our international office network enables the coordination of legal matters across jurisdictions, bringing together local legal expertise and cross-border experience to support clients in establishing and structuring their investments in Turkey.
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