Turkey LLC Formation with a Corporate Shareholder

Setting up an LLC in Turkey with a foreign legal entity as the shareholder is a structured process that, when handled correctly, can be completed efficiently and compliantly. This guide walks you through every step of LLC formation in Turkey with a foreign corporate shareholder, from document preparation and apostille procedures to tax registration, bank account opening, and ongoing accounting services. Our experienced team manages the entire process on your behalf, from start to finish.

Step 1: Initial Payment and Starting the Formation Process

To initiate the LLC formation process, the consulting and incorporation service fee must be paid to Celikel CPA. For details on our service fees, please contact us to request a quote.

Following the advance payment, PDF copies of the documents listed below must be sent to us for preliminary review:

• Trade registry record or certificate of activity of the parent company

• Tax identification document of the parent company

• Document showing the shareholders of the parent company

• Passport copy of the person who will represent the newly established company in Turkey

What We Check During Preliminary Review

We conduct a preliminary review of the documents and provide our approval before proceeding. These documents must clearly specify the parent company’s address, date of establishment, capital, shareholders, and shareholders’ addresses. This review helps identify any potential issues before the apostille process begins, saving time and cost.

Step 2: Registered Address and Virtual Office

A valid Turkish address is required for company formation. At this stage, two options are available:

Option A: Your Own Address

If you already have a physical address in Turkey (a rented office or commercial space), you can provide your existing lease agreement to us for the registration process.

Option B: Virtual Office Service

If you do not have an address in Turkey, you can use our virtual office rental service. A virtual office lease agreement will be prepared by us and must be signed and returned via e-mail before the formation process begins. For pricing details on our virtual office service, please contact us.

Address Verification by Tax Office

Following the completion of company formation, the tax office will assign an officer to conduct an address verification visit (Yoklama). For clients using our virtual office service, we are authorized to sign the address verification report on their behalf under the power of attorney. If the company is established at a different address, please contact us for a separate quote regarding the address verification service.

Step 3: Apostille and Consulate Process for Corporate Documents

After we provide preliminary approval of your documents, the following steps must be completed in the country where the parent company is headquartered:

1. Notarization

All corporate documents (trade registry certificate, shareholder documents, etc.) must be notarized by a local notary in the relevant country.

2. Apostille

Apostille stamps must be obtained for all notarized documents. For countries that are not party to the Hague Apostille Convention, consular legalization at the Turkish Embassy or Consulate is required instead.

3. Sworn Translation at Turkish Consulate

All documents must be translated into Turkish by a sworn translator at the Turkish Consulate and notarized at the same consulate.

4. Representative’s Passport Translation

The passport of the person appointed as the Turkey representative must be translated into Turkish by a sworn translator at the Turkish Consulate and notarized at the same consulate.

5. Power of Attorney for Formation

The company formation power of attorney must be signed by the shareholder of the parent company and notarized at the Turkish Consulate.

6. Biometric Photos and Courier

Two biometric photographs of the representative appointed for Turkey must be prepared. All completed documents must be sent to us physically by courier.

Step 4: Obtaining Tax Identification Numbers

Once the authenticated documents reach us in Turkey, we obtain potential tax identification numbers (Vergi Kimlik Numarasi) from the relevant tax offices on behalf of:

Parent Company Tax ID

A foreign tax identification number is obtained on behalf of the parent company (the legal entity shareholder). This number will be used throughout the Trade Registry application and in all subsequent communications with Turkish tax authorities.

Representative Tax ID

A separate foreign tax identification number is obtained on behalf of the person appointed as the company’s representative in Turkey. This is required for the representative’s personal tax registration and for signing official documents on behalf of the new company.

Step 5: Board of Directors Resolution

Once the tax identification numbers have been obtained, a Board of Directors resolution must be prepared for the parent company. We prepare the resolution template and send it to the client. This resolution includes:

• The decision to establish an LLC in Turkey

• Capital information of the company to be established in Turkey

• Information regarding the representative to be appointed to the Turkish company

Authentication of the Board Resolution

The Board of Directors resolution must be notarized by a local notary in the country where the parent company is headquartered, apostilled, and then translated by a sworn translator at the Turkish Consulate with notarial certification. The completed documents must be sent to us by courier. This is a separate step from the initial apostille process (Step 3) because the resolution requires the tax identification numbers obtained in Step 4.

Step 6: LLC Incorporation in Turkey

Once all documents are in order, the LLC incorporation process in Turkey is initiated. The incorporation takes an average of 7 to 10 business days.

During the preparation phase, we request the following information from our clients:

• Business purpose and scope: A detailed description, in itemized form, of the purpose and scope of activities of the company to be established. This information is used to define the company’s primary field of activity and NACE codes in the Articles of Association.

• Special clauses: If there are any specific provisions the client wishes to include in the Articles of Association, these must be communicated in advance. Such clauses may cover profit distribution arrangements, general assembly meeting procedures, or other company-specific rules.

After Incorporation: Signature Circular and Accounting Power of Attorney

After incorporation is complete, if the representative is not planning to travel to Turkey, the following procedures must be carried out at the Turkish Consulate in their country of residence:

• A signature circular (Imza Sirküleri) must be drawn up by the representative, using the Trade Registry Gazette copy provided by us.

• A power of attorney for accounting services must be prepared by the representative, based on the template we provide.

Both documents must be sent to us physically by courier.

Step 7: Corporate Bank Account Opening

The bank account opening process can be initiated remotely using the accounting services power of attorney. We are available to accompany the representative in person during their visit to the bank branch in Turkey.

Internet Banking Activation

Most Turkish banks require the company representative to visit the branch in person for internet banking activation. This activation can typically be completed on the same day. Since SMS verification is required during the process, the representative’s mobile phone number must be enabled for international banking transactions and incoming SMS messages. We strongly recommend contacting your mobile operator in advance to confirm this.

Compliance and Approval

If the documents and shareholder history are in compliance with banking regulations, the account opening process is generally successful. However, banks make entirely independent decisions in this regard. Under international banking regulations, no bank will approve an account opening if there is a blacklist entry or a compliance issue related to the shareholders.

For additional guidance on the bank account process, see our corporate bank account guide.

Step 8: Post-Incorporation Legal Filings and Tax Registrations

Following registration, we map each post-incorporation filing and registration to its own legal deadline under the accounting services power of attorney. The applicable steps can include:

Tax Type Registrations

Registration of applicable tax types (corporate income tax, VAT, withholding tax, stamp tax) at the company’s designated tax office.

E-Notification Activation

Application and activation of the e-notification (e-Tebligat) system, which is the mandatory electronic channel for receiving official correspondence from tax authorities.

Ultimate Beneficial Owner Declaration

Filing or updating ultimate beneficial owner information (Gercek Faydalanici Bildirimi) with the Revenue Administration. For a newly established taxpayer or a later change, the current general rule is notification within one month; corporate taxpayers also report the information through the relevant annual and provisional corporate tax returns.

E-Ledger Setup

Assessment of whether and when the company must enter e-Ledger (e-Defter), followed by application and system configuration where applicable. Foreign ownership does not by itself trigger immediate e-Ledger entry for every new company.

Once these registrations are complete, your company is ready to commence commercial operations.

Step 9: Monthly Accounting and Bookkeeping Services

Upon completion of the incorporation process, our monthly bookkeeping and accounting services agreement will be sent to you. The agreement can be signed in one of the following ways:

During Turkey Visit

The agreement can be signed simultaneously with the bank account opening and internet banking activation procedures during the representative’s visit to Turkey. This approach combines multiple steps into a single trip.

Remote Signing

If the representative is not planning to travel to Turkey, the agreement can be sent and signed online via e-mail. This allows you to begin receiving accounting services without scheduling an in-person visit.

For details on our monthly accounting and bookkeeping services, please visit our bookkeeping services page. For a quote, please contact us.

Process Summary: Timeline and Document Flow

Registration and Foreign Investment Reporting

Corporate shareholders should align their legalized authority documents with the MERSIS registration process, confirm the company’s NACE code and add E-TUYS foreign investment reporting to the post-registration compliance calendar.