LİMİTED ŞİRKET KURULUŞ AŞAMALARI 2026. ADIM ADIM REHBER

LIMITED LIABILITY COMPANY FORMATION STAGES 2026. STEP-BY-STEP GUIDE

How to Establish a Limited Company?

A limited company is among the most frequently preferred types of companies by entrepreneurs in Turkey. Offering an ideal structure especially for small and medium-sized enterprises, a limited company protects the personal assets of partners against company debts thanks to the principle of limited liability. Tax advantages, a relatively low initial capital, and a flexible management structure are also among the prominent advantages of a limited company.

The establishment process begins with the preparation of the articles of association and gains official status upon registration in the trade registry. After basic elements such as the number of partners, capital structure, and field of activity are determined, the required documents are prepared. Afterwards, an application is made through MERSIS to advance the process; relevant documents are completed, and notary procedures are carried out.

Below you can find the core stages of the limited company establishment process step-by-step:

• Defining the Company's Field of Activity and Purpose,
• Choosing and Officially Registering the Company Name,
• Preparing and Approving the Company's Articles of Association,
• Determining and Paying the Company Capital,
• Determining Partners and Making the Share Distribution,
• Organizing the Management Structure,
• Notary Approval and Preparing the Required Documents,
• Registering with the Chamber of Commerce,
• Registering with the Tax Office and Making the Necessary Applications,
• Creating the Social Security Institution (SGK) Registration,
• Obtaining Other Necessary Licenses and Permits.

Defining the Company's Field of Activity and Purpose

The sector in which the company to be established will operate, the products/services it will offer, and the customer segment it will target must be clarified during the incorporation phase. Since the selected field of activity will be included in the articles of association, MERSİS registry, and trade registry gazette, tax obligations and licensing/permit processes are also managed within this framework.

Accurately determining the field of activity directly affects the company's target audience, business model, marketing strategy, and growth plan. Furthermore, it helps to draft the scope more clearly in future agreements (service agreements, supply contracts, etc.) and can prevent unnecessary legal ambiguities.

For example, entrepreneurs planning to establish a digital marketing agency can detail their fields of activity with subheadings such as "advertising activities," "media planning," "social media management," and "digital content creation." This makes it easier to track licenses to be obtained in the future, sector-related incentives, or support programs.

At this stage, preparing short answers to the following questions would be beneficial:

• Which main field of activity will be selected (including NACE code/sub-activities)?
• What will the revenue model be (service fee, subscription, commission, etc.)?
• Is there a special permit/license requirement for the activity?
• What are the new fields of activity the company is likely to add in the short-to-medium term?

Choosing and Officially Registering the Company Name

The choice of company name is of critical importance from both a legal and commercial perspective. The trade name represents the company's official identity in the market; therefore, the chosen name must not be identical or indistinguishably similar to another company and must not contain misleading expressions.

The registration process is usually initiated through MERSİS and completed before the relevant Trade Registry Directorate along with the necessary documents. Checking the availability of the trade name in advance (in terms of trade registry records and potential similar names) helps prevent objection and modification processes that may occur in the future.

The main points to consider at this stage include:

• The compliance of the phrases to be included in the trade name with the field of activity and legislation
• Preparing an alternative name list against the possibility of a similar/identical trade name
• Checking the availability of the domain name and social media usernames
• Filing a trademark registration application through the Turkish Patent and Trademark Office, if needed, to protect trademark rights

Preparing and Approving the Company's Articles of Association

The articles of association, which determine the foundation principles, field of activity, and partnership structure of the company, is one of the most critical steps in the incorporation process. This text is generally prepared via MERSİS and gains official status by being notarized after the necessary checks are completed.

The articles of association can be thought of as the company's "constitution." It serves as the fundamental baseline text for actions the company will take in the future (e.g., capital increase, admitting new partners, determining representative authorities, changes of address/trade name, etc.). Therefore, it is important that the articles are drafted in a clear, consistent, and legally compliant manner.

Particularly in structures with multiple partners, clarifying the following topics is beneficial to avoid future disputes:

• Company trade name, head office address, and field of activity (including NACE code)
• Capital amount, nominal value of shares, and distribution among partners
• Appointment of manager/managers, representation and binding authorities (solely / jointly signing)
• General assembly decision quorums and how important decisions (e.g., share transfer, borrowing, real estate purchase/sale) will be made
• Share transfer conditions and right of first refusal/pre-emptive rights, if any
• Profit distribution principles and reserve fund application

At this stage, additionally evaluating whether special regulations are required based on the selected field of activity (e.g., sectors requiring permits/licenses) helps the process progress smoothly.

Determination and Payment of Company Capital

In limited liability companies, the capital amount must be at least 50,000 TL. At least 25% of the committed capital is deposited into a bank account to be opened during the incorporation of the company. The remaining amount is paid within 24 months from the registration of the company.

When determining the capital amount, it is beneficial to consider not only the minimum limit but also the needs of the company's initial period. For example, a sufficient resource should be planned for incorporation expenses, rent and office expenses, software/equipment purchases, marketing budget, and first personnel costs (if any). Establishing a realistic capital structure helps manage cash flow more healthily and strengthens the company's credibility in the eyes of third parties.

At this stage, the following points can also be considered:

• Finalizing the schedule of capital payments and the partner/partners who will make the payment
• Determining which bank the bank account will be opened with and preparing the required documents in advance
• Evaluating the potential sanctions that may arise if the capital commitment is not fulfilled on time

Determination of Partners and Distribution of Shares

The identity information of the company partners, their contributions to the capital, and their share ratios are finalized during the incorporation process. The partnership structure and share distribution are clearly shown in the articles of association.

The nominal value of each partner's share of the core capital must be determined to be at least 25 TL or multiples thereof. Since the correct structuring of shares directly affects issues such as the partners' voting rights, dividend shares, and additional payment/capital increase (if any), special importance should be given to this stage to prevent future disputes.

At this stage, the following points are generally clarified:

• Number of partners and each partner's role in the company (active/passive partner, whether they will be a manager, etc.),
• Each partner's capital commitment (cash or capital in kind) and payment schedule,
• Voting and decision quorums based on share ratios (especially for important decisions),
• Transfer conditions for the possibility of share transfer and pre-emptive/priority rights, if any.

In structures with multiple partners, it is beneficial to plan the share distribution in a way that reflects the actual operation of the company and the contribution level of the partners for the healthy progress of decision-making processes.

Organization of the Management Structure

Clarifying the management structure during the incorporation phase is of critical importance in terms of determining who will represent the company, by which method decisions will be made, and the balance of authority and responsibility. In limited liability companies, the duty of managing and representing the company is fulfilled by the manager or managers.

At this stage, it is recommended to clearly determine the following matters:

• Number of partners and each partner's role in the company (active/passive partner, whether they will be a manager, etc.),
• Each partner's capital commitment (cash or capital in kind) and payment schedule,
• Voting and decision quorums based on share ratios (especially for important decisions),
• Transfer conditions for the possibility of share transfer and pre-emptive/priority rights, if any.

The duties and responsibilities of the managers must be regulated in the articles of association in a clear, consistent manner that does not create hesitation in practice. In addition, the signature declarations of the manager/managers are drawn up and approved by a notary public; these documents are frequently requested during the registration process and thereafter in transactions with banks and public institutions.

Preparation of Notary Approval and Required Documents

The articles of association, signature declaration, and other necessary documents prepared during the incorporation process gain official status by being notarized. Notary procedures are of critical importance for verifying the accuracy of the documents, recording the signature/representation declarations of authorized individuals, and ensuring that the requested documents are submitted in full during the registration application.

The following steps are generally followed during this stage:

• Appointment and preparation: The documents requested by the notary (ID, printouts of the articles of association, power of attorney if applicable, etc.) are completed in advance.
• Issuance of signature declaration: Signature samples of the manager/managers are taken and approved.
• Approval of documents and number of copies: The articles of association and its annexes are approved; the number of copies to be used in institutions such as the trade registry, bank, and tax office is determined based on need.

The certified documents obtained from the notary are used during the subsequent application for registration with the trade registry. Checking critical fields in the documents, such as the company title, address, capital, and authority information, one last time before approval reduces potential future correction or reorganization processes.

Registration with the Chamber of Commerce

After the incorporation registration of the company is completed, it must register with the chamber of commerce (the relevant professional group) to which it is affiliated. For the registration process, necessary documents are usually prepared, an appointment is made, and the application is submitted.

At this stage, fundamental information of the company such as its trade name, headquarters address, capital, and authority is announced in the Trade Registry Gazette. For the announcement to be published, the company must have acquired a legal entity status (the registration must be completed).

Following the registration:

• The company's trade registry number is finalized,
• A certificate of activity and, if needed, other chamber registration documents are issued by the chamber.

Making the application without delay ensures faster access to documents such as the certificate of activity, which is requested in banking transactions, supplier contracts, and certain public applications.

Registration with the Tax Office and Making Necessary Applications

In order to establish the tax liability of the company, an application must be made to the affiliated tax office to obtain a tax identification number (TIN). Following the application, declaration and payment processes to be made on behalf of the company are managed through this registration.

The following procedures are generally completed during this stage:

• Commencement of business notification and verification process: The tax office may conduct a field inspection/verification visit to confirm that operations have started at the company address.
• Tax type registrations: Registrations such as VAT, withholding and premium service declaration, and advance tax (for corporate tax payers) are opened according to the company's field of activity and obligations.
• E-declaration / electronic transactions: Necessary electronic declaration authorizations are made through a financial advisor so that tax returns can be submitted electronically.
• Issuance of tax certificate: After the tax registration is completed, a tax certificate is generated and kept at the workplace.

Since additional obligations such as withholding tax or stamp duty may arise depending on the field of activity, it must be ensured that the necessary registrations are opened completely, taking into account the company's business model and planned transactions (e.g., personnel employment, rent payments, self-employment payments).

Creation of Social Security Institution (SGK) Registration

If employees are to be hired in your company, workplace registration must be carried out with SGK to obtain a workplace registration number. For this purpose, a workplace declaration is submitted to SGK, and the registration process is completed.

Following the registration, the following steps are tracked:

• Employee employment declarations: Employee job entrance declarations are issued before the employees start work (within the periods prescribed by legislation).
• Premium and declaration processes: Necessary notifications are made within the scope of monthly premium and service documents/MPHB, and insurance premium payments are initiated regularly.
• Up-to-dateness of workplace records: Records such as address, activity code, and employee information are ensured to be kept accurate and up to date.

In addition, the SGK scope of the company partners (e.g., evaluation under符号 Bağ-Kur/4B or 4A) should be analyzed together with your financial advisor to ensure that obligations are fulfilled correctly.

Obtaining Other Necessary Licenses and Permits

Depending on the company's field of activity, it may be necessary to obtain required licenses and permits from the relevant ministries, affiliated professional chambers, or municipalities. These permits ensure that activities are conducted on a legal basis and reduce the risk of administrative sanctions during audits.

For example, a limited liability company established to operate a beauty salon must obtain a Business Opening and Operation Permit from the relevant municipality. In addition, depending on the type of activity, it is important to obtain permits and documents demonstrating that the requirements regarding hygiene, personnel competency, and spatial standards determined by the Ministry of Health and/or the Provincial Directorate of Health are met.

At this stage, the following steps facilitate the process:

• Clarifying the list of required permits/licenses based on the field of activity (in compliance with the NACE code),
• Preparing application documents in advance (lease agreement/title deed, fire department report, certificate of mastership, etc., documents specific to the activity),
• Checking whether an audit or on-site inspection is required,
• Scheduling the renewal periods of licenses/permits and annual fee/cost obligations.

Note: Since permit requirements may vary by sector and province/district, it will be useful to confirm the current practice with your financial advisor and the relevant institutions.

Things to Do After Establishing a Limited Liability Company

After a limited liability company is established, certain procedures must be completed for the company to actually start operating and to fully fulfill its legal obligations. The following steps summarize the most common post-incorporation processes:

• Tax office procedures and tax plate: After the company's tax registration is completed, a tax plate must be created and kept available at the workplace (physically or digitally in accordance with the legislation). A tax plate may be requested for many transactions (bank, supplier agreements, etc.).
• Transition to e-Invoice and e-Ledger systems: Depending on the company's status and the current thresholds in the legislation, a transition to e-Invoice / e-Archive and e-Ledger applications may be required. For the transition, an e-signature or financial seal must be obtained, an application must be made through the Revenue Administration (GİB), and integration should be achieved by selecting an appropriate private integrator/software.
• Attestation of legal books and accounting system: The attestation processes of legal books such as the journal, general ledger, and inventory book must be followed (depending on the company type and application). Keeping the books regularly is important for accurate declarations, avoiding problems in potential audits, and healthy execution of internal financial tracking.
• Signature circular / signature declaration and power of attorney for the financial advisor: Documents showing the signatures of authorized persons representing the company (frequently signature circulars in practice) are issued by a notary public. If transactions are requested to be carried out by a financial advisor on behalf of the company, a notarized power of attorney may need to be issued.
• Business opening and operation permit (if required): Depending on the field of activity and the nature of the workplace, it may be necessary to obtain a business opening and operation permit from the municipality. Documents such as a lease agreement/title deed, tax plate, trade registry gazette, and signature circular may be requested during the application.
• Bank account, capital payments, and financial operations: A bank account must be opened on behalf of the company, and collections-payments should be carried out through this account. The schedule of committed capital payments should be followed; bank transactions, POS/payment infrastructures, and, if necessary, commercial credit processes should be planned.
• SSI processes if there will be employee employment: If employees are to be hired, SSI (Social Security Institution) workplace registration, employment notices, and monthly premium/declaration processes must be initiated on time.

Note: Requirements may vary depending on the company's field of activity, turnover level, and the province/district it is located in. It will be useful to confirm the current practice with your financial advisor.

To summarize;

• The field of activity, title, and articles of association are determined; incorporation preparations are made via MERSİS.
• The capital plan is completed; following notary procedures, registration with the trade registry and chamber records are completed.
• Tax office and (if there are employees) SSI registrations are opened; required permits/licenses and post-incorporation

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Mesut SENEL | Ifasturk CEO

Independent Accountant Financial Advisor