The conditions for setting up a business and transfer of shares are the same as those applied to local investors. International investors may establish any form of company set out in the Turkish Commercial Code (TCC), which provides for a corporate governance approach that meets international standards, fosters private equity and public offering activities, creates transparency in managing operations and brings the Turkish business environment in compliance with EU legislation as well as with the EU accession process.
Company Types under TCC and Alternative Forms
There are corporate and non-corporate forms of companies under the TCC, which states that companies may be established under the following types:
a. Corporate forms
- Joint Stock Company (JSC)
- Limited Liability Company (LLC)
Although some financial thresholds (i.e., minimum capital) and organs differ from each other, the procedures to be followed for establishing a JSC or an LLC are the same.
b. Non-corporate forms
- General Partnership
- Limited Partnership
- Partnership Limited by Shares
Establishing a Company:
In case of establishing of a company in Türkiye, related rules and regulations must be followed:
✅ Submit the memorandum and articles of association online to MERSIS
✅ Execute and notarize company documents
✅ Obtain potential tax identity number
✅ Deposit a percentage of capital to the account of the Competition Authority
✅ Deposit at least 25 percent of the startup capital in a bank and obtain proof thereof
✅ Apply for registration at the Trade Registry Directorate
✅ Certify the legal books
✅ Follow up with the tax office on the Trade
✅ Registry Directorate’s company establishment notification
✅ Issuance of signature circular
✅ Move certain documents to electronic format / E-TUYS system
OBTAINING A WORK PERMIT:
1. Initial Application
One can file an application to obtain a work permit in Türkiye either while located in Türkiye or abroad.
In the case of applications filed abroad, foreigners are required to file an application at a consulate of the Republic of Türkiye in the country of which they are a citizen or a permanent resident. The application should be accompanied by a labor contract, letter of assignment, or a document stating company partnership. The employer in Türkiye is required to file an online application and submit the required information and documents to the Ministry of Family, Labour and Social Services, either in person or via mail, within ten business days following the date of the candidate’s application to a consulate. The consulates of the Republic of Türkiye and the ministry will execute online the procedures for the work permit applications filed abroad.
Foreigners whose applications are approved by the Ministry of Family, Labour and Social Services must enter Türkiye within a maximum of hundred and eighty days after the date the work permit is issued. In the case of applications filed in Türkiye, with the exception of residence permits issued for education in Türkiye, foreigners who hold residence permits with a remaining term of at least six months, or employers thereof, may file work permit applications. Such foreigners are not required to submit an application to the consulates of the Republic of Türkiye. The documents required for the application must be submitted to the Ministry of Family, Labour and Social Services, either in person or via mail, within a maximum of six business days after the online application.
The Ministry of Family, Labour and Social Services concludes the procedures regarding work permit applications in consultation, where necessary, with relevant ministries and authorities. The procedures regarding duly submitted work permit applications are concluded by the ministry within a maximum of thirty days provided all required documents are submitted in full. If the ministry determines that required documents are missing, the applicant is notified to submit the documents in question. In such cases, the thirty-day period commences on the date on which the missing documents are submitted to the ministry. In the case of applications filed abroad, the ministry forwards the affirmative or negative decision regarding the work permit application to the relevant consulate of the Republic of Türkiye (via the Ministry of Foreign Affairs), which notifies the applicant. In the case of applications filed in Türkiye, the ministry notifies the foreigner or the employer. Foreigners who are granted residence and work permits from consulates and enter the country are required to register to the Address Registry System in Türkiye within a maximum of twenty business days following the date of entrance.
The methods and principles concerning work permits to be issued to foreigners to be employed in Türkiye vary by the relevant sector, such as education, housekeeping services, health services, tourism, aviation, entertainment, and others, as well as with respect to foreign direct investments, special foreign direct investments, professional services, and liaison offices. The following information covers the methods and principles regarding work permit applications concerning foreign direct investments.
✅ Documents required from the employer at the time of the initial application
✅ Documents required from the foreigner at the time of the initial application
2. Application for Extension
Applications for extension of the work permit must be filed by the foreigner or the employer directly with the Ministry of Family, Labour and Social Services, by submitting the original copy of the previous work permit, along with the application form and the documents specified in the appendix of the implementation regulation.
The work permit and term extension applications must be first submitted online. In order for the work permit or term extension applications filed online and pre-approved by the system to be valid, the application form print-out with barcode, generated online, must be signed by the foreigner and the employer, and submitted, along with the other documents specified in the appendix to the regulation, to the Ministry of Family, Labour and Social Services within a maximum of six business days following the pre-approval of the online application, either in person or via mail.
Term extension applications should be filed at most two months in advance of the expiration date of the permit. Extension applications filed within a maximum of fifteen days following the expiration of the work permit will also be processed. The term extension applications filed thereafter are subject to the principles applicable to foreigners who file an application for the first time. In the case of work permit term extension applications filed with a valid residence permit (as with first-time applications filed while in Türkiye), the required documents must be submitted to the Ministry of Family, Labour and Social Services within six business days following the online application.
Term extensions for a period of two years may be filed for an existing work permit following the statutory one-year work permit term provided they are for employment with the same entity or enterprise and for the same profession. At the end of the statutory three-year work permit term, the existing work permit may be extended for a further three years, for employment with any employer, for the same profession. Foreigners who have resided in Türkiye for at least eight uninterrupted years on a legal basis, or foreigners who have a total of eight years of employment with a work permit, may file applications for indefinite work permits.
✅ Documents required from the employer at the time of extension applications
✅ Documents required from the foreigner at the time of extension applications
*Special Foreign Direct Investments
The "Regulation on the Employment of Foreign Nationals Within the Framework of Foreign Direct Investments" introduced special provisions regarding work permits in order to facilitate work permits. Work permit applications required for personnel to be employed within the framework of foreign direct investments to which these provisions are not applicable are subject to the abovementioned general provisions.
The scope of the Regulation on the Employment of Foreign Nationals Within the Framework of Foreign Direct Investments is defined on the basis of two fundamental criteria:
- Special Foreign Direct Investments (including liaison offices)
- Foreign national key personnel
The term “Special Foreign Direct Investment” refers to a company or branch subject to Foreign Direct Investments Law no. 4875, and meeting at least one of the following criteria (figures applicable for year 2019):
- Provided that the foreign shareholders hold at least TRY 1.888.190 of the capital, the company or branch registered a turnover of at least TRY 141.9 million in the most recent year.
- Provided that the foreign shareholders hold at least TRY 1.888.190 of the capital, the company or branch posted an export figure of at least USD 1 million in the most recent year.
- Provided that the foreign shareholders hold at least TRY 1.888.190 of the capital, the company or branch employs in the most recent year, at least 250 personnel registered before the Social Security Institution.
- Provided that, in cases where the company or the branch is to make investments, the planned minimum investment figure is at least TRY 47.1 million.
- Provided that the company has a foreign direct investment in at least one more country other than the country where its headquarters is located.
“Key personnel” refers to personnel who meet at least one of the following criteria, at the legal entity located in Türkiye:
a) Persons serving as a company shareholder, chairman of the board of directors, member of the board of directors, chief executive, vice president, executive, assistant executive or similar positions, with authority or a role in at least one of the following:
- A senior management or executive position in the company
- Managing the whole or a part of the company
- Auditing or controlling the work of the company auditors, or administrative or technical personnel
- Hiring new personnel or terminating the employment of existing personnel, or making proposals concerning these issues
b) Holding key knowledge regarding the services, research devices, techniques, or management of the company
c) At liaison offices, a maximum of one person in whose name the authorization certificate is issued by the overseas parent company
Charges Applicable to Work Permits for Foreigners: According to the Act of Fees no. 492, work permits to be issued to foreigners are subject to charges. In cases where the work permit application is approved by the Ministry of Family, Labor and Social Services, the applicable charge must be deposited with reference to the term of the permit.
Valuable papers fee is collected for work permits issued for foreigners further to the provisions of Valuable Papers Law No. 210. The applicable charge figures and valuable papers fee are set each year on the basis of the revaluation rate, and announced in the Official Gazette.
Official resources: https://www.csgb.gov.tr/uigm