Foreign Manager of a Turkish LLC: Appointment and Permits

A Turkish limited liability company (Ltd. Şti.) can appoint a foreign national as its manager, whether or not that person is a shareholder and whether or not that person lives in Turkey. The Turkish Commercial Code (TTK) does not impose a nationality or residence condition on LLC managers.

The appointment answers one question only: who may manage and sign for the company. Whether the same person may live in Turkey, or actually work there, is decided under immigration and labour rules, by different authorities, on different evidence. Keep the two decisions separate from the first draft of the articles.

This guide covers the company-law rules, the registry and signature file, sole and joint signing, and the point where work-permit rules start to apply. It is written for founders planning company formation in Turkey with a foreign manager, and for existing companies changing their management.

Who Can Be the Manager of a Turkish LLC

Under TTK Article 623(1), management and representation are governed by the articles of association. They can be given to one or more shareholders holding the title of manager, to all shareholders, or to third parties. At least one shareholder must hold both management rights and representation authority.

The Istanbul Trade Registry applies this as a filing condition: at least one shareholder must be appointed as a manager with unrestricted management and representation authority. Expect the registry to check this whenever managers change.

Two further rules shape foreign structures:

• A legal entity can be a manager. Under TTK Article 623(2), a legal entity appointed as manager names a natural person to perform the role on its behalf.
• One owner is enough. Under TTK Article 573(1), an LLC can be formed by one or more natural or legal persons. A foreign individual can therefore be the sole shareholder and the sole manager.

The second row matters for subsidiaries. If the only shareholder is a foreign company, a hired individual manager alone does not satisfy Article 623(1), because that person is not a shareholder. The parent itself has to hold management and representation authority, through its named representative. Our guide to LLC formation with a corporate shareholder explains the parent-company document chain.

No residence requirement, with one exception at the end

The TTK once had a separate article on managers’ residence. Article 628, still headed “residence of managers” in consolidated texts, was repealed by Law No. 6335 in 2012. Checklists that require “at least one manager resident in Turkey” are repeating a rule that no longer exists for an operating LLC.

Liquidation is different. TTK Article 643 applies the joint stock company liquidation rules to LLCs, and Article 536(4) requires at least one liquidator authorized to represent the company to be a Turkish citizen resident in Turkey. A fully foreign-managed company should plan for that before it decides to close.

Statutory Manager, “General Manager” and Employee

The registered role is şirket müdürü, the statutory manager. “General manager” is a commercial job title. It can describe three very different positions:

1. A statutory manager appointed by the shareholders and registered with the Trade Registry.
2. An employee with registered limited authority. TTK Article 629(3) allows managers to appoint persons employed under a service contract as commercial agents with limited authority, applying Articles 367 and 371(7) by analogy. That route requires an internal directive, and the directive and the appointments are registered and announced.
3. An employee with no registered authority. A business card, an employment contract or an internal approval does not give that person power to bind the company.

Being a statutory manager is not a figurehead role. TTK Article 625 lists duties that managers cannot delegate or waive, including top-level management of the company, setting up accounting and financial control where needed, preparing the financial statements and the annual report, and notifying the court if the company is over-indebted. Article 626 adds a duty of care and loyalty and, unless the articles or the other shareholders allow it, a ban on competing with the company. A foreigner who accepts the title “only on paper” still carries those duties.

Appointment and Registration Steps

1. Adopt the shareholder resolution

Appointing and removing managers is a non-transferable power of the general assembly under TTK Article 616(1)(b). In a single-shareholder LLC, that shareholder holds all general assembly powers, and its decisions must be in writing to be valid (Article 616(3)). The resolution should state the person, the term if any, and whether representation is sole or joint.

2. Prepare the registry file

The Istanbul Trade Registry publishes the following list for an LLC manager appointment. Other registries may differ in detail, so treat it as a model and check the competent registry’s current page:

• an application number generated through MERSİS, followed by a registry appointment;
• a petition signed for the company, listing the attachments;
• a notarized copy of the general assembly resolution taken from the resolution book, and the attendance list where one was prepared;
• the new manager’s signature declaration;
• for a manager who is not a shareholder, a signed acceptance of the appointment showing address, nationality and a Turkish tax number or foreigner identification number, with a notarized Turkish translation of the passport, and a notarized copy of the residence permit if the person lives in Turkey;
• for a legal-entity manager, a notarized copy of its competent body’s resolution naming the natural person who will act for it; and
• for a foreign legal-entity manager, a current registry extract and that resolution, legalized by a Turkish consulate or apostilled, with notarized Turkish translations.

The registry also notes that the same person cannot be registered with both sole and joint unrestricted signing authority.

3. Registration and announcement

TTK Article 629(1) applies the joint stock company rules on representation, signatories, signature form, registration and announcement to LLCs by analogy. Under Article 373, the persons authorized to represent the company and the form of representation are registered and announced, and after registration a defect in their appointment can be raised against third parties only if the company proves that the third party knew of it.

4. Make the authority usable

After the announcement, update the bank mandate, the tax office and e-document users, KEP and e-notification monitoring, and key contracts. If the new manager will work in Turkey, the permit plan below has to be in place before that work starts.

Signature Declaration and Signature Circular

Under TTK Article 40(2), as amended in 2021, the signatures of persons authorized to sign for a company go into the registry file: they are taken electronically from public databases where a signature record exists, and otherwise through a signature declaration given to the trade registry. The Istanbul Trade Registry’s published practice note (March 2022) explains how this works for foreigners:

• Digital signature data and online “authority acceptance” through MERSİS are available to holders of the new Turkish identity card. Foreign nationals continue to give a physical signature declaration.
• For changes after formation, including a new LLC manager, the declaration can be made at a trade registry office or before a notary.
• A signatory who is abroad can make the declaration through a Turkish consulate, or before the competent authority of that country with an apostille or consular legalization and a notarized Turkish translation.

Confirm the current method with the registry before the manager books travel. A manager who cannot sign in any accepted way can stall both the filing and the bank update.

The signature circular (imza sirküleri) is a separate notarial document that banks and many private counterparties request after registration. Our signature circular guide for foreign managers covers when it is needed and what the notary checks. Note one limit on such requests: since 2021, TTK Article 373(3) has provided that public institutions must rely on trade registry records for who represents a company, and may ask only for documents issued by the trade registry and the Trade Registry Gazette announcement. Banks and private counterparties are not covered by that sentence and set their own lists.

Sole, Joint and Limited Signing Authority

Sole authority lets one manager bind the company alone. It is simple, and it concentrates risk. Joint authority requires two or more signatories to act together. It protects a parent company’s approval process, but it fails in practice if one signatory has no accepted signature on file, cannot reach the bank or is routinely unavailable.

Limits need care. Through Article 629, TTK Article 371(3) applies: a restriction on representation authority has no effect against third parties acting in good faith, except registered and announced restrictions that confine authority to the head office or a branch, or require joint signature. An internal rule such as “two approvals above a set amount” is a valid internal control, but it is not a registry-level limit that protects the company against every counterparty. Use the registered signing structure, the bank mandate and the internal approval matrix as three separate layers.

The general assembly can remove a manager or restrict their management and representation authority (TTK Article 630(1)), and a shareholder can ask the court to do so for just cause. Plan for replacement in advance, because the company needs a shareholder-manager at all times.

Where Company Law Ends and Work-Permit Rules Begin

A trade registry appointment is not a work permit and not a residence permit.

The Ministry of Labour and Social Security states that, under Law No. 6735, foreigners who open a workplace to work for their own account must obtain a work permit before they start working. Its guidance also sets the order: complete the company’s establishment first, including the registry announcement and the tax number, then apply for the permit.

Application route. A domestic application is available to foreigners in Turkey who hold a residence permit valid for at least six months. Without one, the application starts at a Turkish mission abroad through the work visa process, unless the person is legally in Turkey and belongs to a category the Ministry has designated for in-country applications.

Criteria for a shareholder. For a foreign partner in a balance-sheet-basis company, the Ministry’s published criteria require paid-in capital of at least TRY 500,000, a capital share of at least TRY 500,000 and at least 20% of the company. The first permit is annotated for employment, and from the start of its seventh month the workplace must employ at least five Turkish citizens every month. These conditions do not apply to a foreign partner whose capital share is USD 100,000 or more.

Criteria for a non-shareholder manager. The general criteria apply: at least five Turkish citizens employed for each foreigner, a financial test (TRY 500,000 paid-in capital for a newly founded company; for an operating company, TRY 500,000 paid-in capital, TRY 8,000,000 net sales or USD 150,000 exports), and a salary of at least five times the gross minimum wage for top executives or three times for other managers. Since 3 August 2026, the employment and financial criteria are not applied to domestic applications for up to three foreigners who lived legally in Turkey for at least one year in the last three years under a work permit, residence permit or international protection. Where that relief is used, the number of foreigners working under permits at the workplace should not exceed the number of Turkish citizens employed there.

Short-term exemption. The Ministry’s exemption table under Article 48 of the implementing regulation lists, for up to three months, non-resident board members of joint stock companies, partners of other companies who do not hold a managerial position, and non-partner foreigners with the highest level of representation authority who will work in Turkey. The exemption is applied for; it is not automatic. It does not cover a shareholder who is also the LLC manager: the Ministry’s work permit FAQ states that a foreign shareholder-manager of a limited company works under a work permit.

None of these thresholds is an approval guarantee. The Ministry assesses the complete application, and its criteria page states that even belonging to a category exempt from the evaluation criteria does not give an absolute right to a permit. Our work permit guide for foreign company owners explains the shareholder route in more detail.

Residence. According to the Ministry, time-limited, indefinite and independent work permits also serve as residence permits. A manager who will not work in Turkey but needs to stay for business follows the residence route: the Law on Foreigners and International Protection lists establishing commercial connections or a business among the purposes for which a short-term residence permit may be granted. “May be granted” is the operative phrase: that application is assessed on its own requirements, and the manager appointment does not decide it.

Checklist Before You Appoint

• Which shareholder satisfies Article 623(1), and who will act for a corporate shareholder?
• Sole or joint signature, and who will actually sign bank and tax documents?
• Will the manager work in Turkey? If yes, which permit route applies, and from what date?
• Do the passport, tax number or foreigner identification number, MERSİS record and translations show the same name in the same spelling?
• If a power of attorney will be used for the shareholder resolution or filing, does it expressly cover those acts? See our power of attorney guide.
• Will the manager be paid in Turkey? Align payroll and social security registration with the permit before the first payroll.
• At exit, who will serve as the Turkish-citizen, Turkey-resident liquidator?

Official Sources Used for This Review

• Turkish Commercial Code No. 6102, Articles 40, 371, 373, 536, 573, 616, 623, 625, 626, 628, 629, 630 and 643
• Istanbul Chamber of Commerce Trade Registry: LLC registration and manager appointment requirements and its signature declaration practice note
• Ministry of Labour and Social Security: work permit evaluation criteria, application types, exemption types, work permit FAQ and documents issued to foreigners
• Presidency of Migration Management: Law on Foreigners and International Protection No. 6458