LLC Formation Guide
A comprehensive overview of the Limited Liability Company (Limited Sirket) structure under Turkish commercial law, covering governance, capital, registration, and tax obligations.
Schedule a ConsultationThe Limited Liability Company, known as "Limited Sirket" (Ltd. Sti.) in Turkish, is the most commonly established business entity in Turkey. It is governed by the Turkish Commercial Code No. 6102, which outlines its formation, governance, and dissolution rules.
An LLC in Turkey is a capital-based company with a separate legal personality distinct from its shareholders. This means the company itself holds rights and obligations independently. Shareholders' liability is limited to their committed capital contributions, meaning personal assets are generally protected from the company's debts and liabilities.
Key Characteristics of a Turkish LLC:
The LLC structure offers a balance between operational flexibility and limited liability protection, making it suitable for small and medium-sized enterprises as well as subsidiaries of larger groups. Unlike a Joint Stock Company (Anonim Sirket), an LLC has a simpler governance framework, which can reduce both administrative costs and regulatory burden.
Choosing the right legal structure is one of the most consequential decisions when entering the Turkish market. Below is a detailed comparison of the four primary entity types available under Turkish law.
| Feature | LLC (Ltd. Sti.) | JSC (A.S.) | Branch Office | Liaison Office |
|---|---|---|---|---|
| Legal Personality | Yes | Yes | No (extension of parent) | No |
| Minimum Capital | 50,000 TRY | 250,000 TRY (registered: 500,000 TRY) | None specified | None specified |
| Shareholder Limit | 1 to 50 | 1 or more (no upper limit) | N/A | N/A |
| Governance | Manager(s) + General Assembly | Board of Directors + General Assembly | Representative of parent | Representative of parent |
| Liability | Limited to capital | Limited to capital | Parent company liable | Parent company liable |
| Audit Requirement | Only if thresholds are met | Mandatory for certain sizes | Not required locally | Not required locally |
| Share Transferability | Requires general assembly approval (75%) | Freely transferable (unless restricted) | N/A | N/A |
| Commercial Activity | Full commercial activity | Full commercial activity | Full commercial activity | No commercial activity permitted |
| Best Suited For | SMEs, subsidiaries, partnerships | Large enterprises, IPO aspirations | Market extension of foreign parent | Market research, coordination only |
For most small to mid-sized operations, the LLC structure tends to offer the most practical combination of liability protection, governance simplicity, and cost efficiency. A Joint Stock Company may be more appropriate for businesses seeking to issue shares publicly or engaging in sectors where JSC status is legally mandated, such as banking, insurance, or capital markets activities.
For detailed guidance specific to foreign investors, see our dedicated guide on forming an LLC in Turkey as a foreigner.
Understanding the capital structure and governance rules of a Turkish LLC is essential for proper formation and ongoing compliance.
As of 2026, the minimum registered capital for an LLC in Turkey is 50,000 TRY. Key capital rules include:
Unlike a JSC, an LLC does not have a board of directors. Instead, governance is structured as follows:
Profit Distribution: LLC profits are distributed to shareholders in proportion to their capital contributions unless the articles of association specify a different arrangement. A minimum of 5% of annual net profit must be set aside as a legal reserve until the reserve reaches 20% of the registered capital.
The LLC registration process in Turkey follows a structured sequence. While the process has been streamlined through digital systems, each step requires careful attention to legal and procedural requirements.
The proposed company name is checked for availability through the MERSIS (Central Registration System) portal. The name must be unique and must include the phrase "Limited Sirketi" or "Ltd. Sti." as a suffix.
The Articles of Association define the company's purpose, capital structure, shareholder details, manager appointments, and operational rules. This document must be prepared in Turkish and comply with the Turkish Commercial Code.
All formation documents are uploaded to the MERSIS system. The system generates a unique company registration number and prepares the file for Trade Registry review.
A competition account is opened at a Turkish bank, and the initial capital deposit (minimum 25% of the total subscribed capital) is transferred. A bank confirmation letter is obtained for the Trade Registry application.
The Articles of Association are notarized, and the full application package is submitted to the local Trade Registry Office. The Trade Registry reviews the documents and, upon approval, issues the company's registration certificate.
Following Trade Registry approval, the company is registered with the local Tax Office to obtain a corporate tax identification number. This step enables the company to issue invoices and fulfill its tax obligations.
The company must register with SGK (Sosyal Guvenlik Kurumu) to establish employer obligations for employee social security contributions, health insurance, and pension payments.
LLC registration automatically enrolls the company in the relevant Chamber of Commerce or Chamber of Industry, depending on its primary activity. Annual membership fees apply.
The entire registration process typically takes between 5 and 10 business days when all documents are properly prepared. Working with an experienced advisory firm can help streamline the process and reduce delays. For a breakdown of associated costs, please refer to our company formation cost guide.
A complete and accurate document package is critical for a smooth registration process. Below are the standard documents required when setting up an LLC in Turkey.
Note: Documents issued outside of Turkey generally require apostille or consular legalization and a certified Turkish translation by a sworn translator. Processing times for these steps should be factored into the overall formation timeline.
Once registered, a Turkish LLC becomes subject to a range of tax obligations. Understanding these requirements from the outset helps maintain compliance and avoid penalties.
| Tax Type | Rate / Details | Frequency |
|---|---|---|
| Corporate Income Tax | As of 2026, the standard corporate income tax rate is 25% | Annual return + quarterly provisional declarations |
| Value Added Tax (VAT) | Standard rate: 20%; Reduced rates: 10% and 1% for certain goods and services | Monthly declarations |
| Withholding Tax | Varies by payment type (dividends: 10%, royalties: 20%, services: 15-20%) | Monthly declarations |
| Stamp Duty | Rates range from 0.189% to 0.948% of the contract value | Per transaction / contract |
| Provisional Corporate Tax | 25% of quarterly profits (credited against annual CIT) | Quarterly |
| Social Security Contributions | Employer share approximately 20.5% to 22.5% of gross salary | Monthly |
LLCs in Turkey are also required to maintain statutory books of account, prepare financial statements in accordance with Turkish Financial Reporting Standards (TFRS), and file annual corporate tax returns by the end of April each year. For detailed tax planning and compliance support, see our tax services in Turkey page.
Turkey operates numerous free trade zones that offer distinct advantages for businesses engaged in manufacturing, logistics, and export activities.
LLCs established within designated free zones may benefit from certain incentives, including:
The specific benefits available depend on the nature of the activity, the free zone location, and applicable regulations at the time of establishment. Eligibility conditions and incentive durations may vary. For more information on free zone opportunities, please visit our free zones in Turkey guide.
Based on our experience advising clients on company formation, certain recurring mistakes can lead to delays, additional costs, or compliance issues.
Engaging a qualified CPA or legal advisor before initiating the formation process can help identify and mitigate these risks at the planning stage, potentially saving significant time and resources.
Celikel CPA provides end-to-end LLC formation and advisory services, supporting clients from initial planning through registration and ongoing compliance.
Our team combines CPA credentials with practical knowledge of Turkish corporate law to deliver reliable, structured advisory services. To discuss your LLC formation project, please contact us for an initial consultation.
The information presented in this guide is based on the following primary legal sources and regulatory frameworks.
Legislation and tax rates are subject to periodic amendment. The figures cited in this guide reflect rates and thresholds in effect as of early 2026. For the latest updates, we recommend consulting with a qualified professional or reviewing official publications from the Revenue Administration (GIB) and the Ministry of Trade.
The LLC registration process in Turkey typically takes between 5 and 10 business days once all required documents are prepared and submitted. Delays may occur if documents require apostille, translation, or if additional industry-specific permits are needed. Working with an experienced advisor can help avoid common causes of delay.
As of 2026, the minimum registered capital for an LLC in Turkey is 50,000 TRY. At least 25% of this amount must be deposited in a Turkish bank account before registration, with the remainder payable within 24 months. Capital can be contributed in cash or, subject to a court-appointed expert valuation, in kind.
Yes, Turkish law permits foreign nationals and foreign legal entities to establish or participate in an LLC in Turkey. There are generally no restrictions on foreign ownership percentages. For detailed information on the specific requirements and procedures for foreign investors, please see our guide on forming an LLC in Turkey as a foreigner.
Independent audit is not required for all LLCs. Under Turkish law, an LLC becomes subject to mandatory independent audit only if it exceeds certain size thresholds related to total assets, net revenue, and employee count as defined by the Council of Ministers. Smaller LLCs that remain below these thresholds are generally exempt from this requirement.
Yes, Turkish law requires LLCs to hold an ordinary general assembly meeting at least once per year, typically within the first three months following the end of the fiscal year. This meeting addresses matters such as approval of financial statements, profit distribution, and appointment or discharge of managers.
No, an LLC (Limited Sirket) cannot issue publicly traded shares or offer its shares on a stock exchange. If public share issuance is a business objective, a Joint Stock Company (Anonim Sirket) structure would be required. LLC share transfers are also subject to general assembly approval with a 75% supermajority vote as a default rule under the Turkish Commercial Code.
Celikel CPA provides structured LLC formation services covering entity selection, document preparation, registration, and post-formation compliance. Contact us to discuss your requirements.
Contact Celikel CPAOr explore our company formation services for a broader overview of available entity types.