Joint-stock (Anonim) company formation
Quick answer
Information and guidance on the procedures and requirements for forming a joint-stock company (Anonim Şirket) in Turkey.
Who needs a joint-stock company (Anonim) instead of a limited company?
A joint-stock company (Anonim Şirket) is the legal form typically chosen by owners of larger projects, those planning to bring in a large number of partners or institutional investors, or those considering a future public share offering. Turkish law also specifically requires this form for certain regulated activities, such as banks, insurance companies, financial brokerage firms, and factoring and finance companies, which may not operate except through a joint-stock company.
Foreigners, whether individuals or companies, can own a Turkish joint-stock company at 100% without needing a Turkish partner, under the principle of equal treatment guaranteed by Foreign Direct Investment Law No. 4875, except for certain regulated sectors (such as broadcasting, aviation, and maritime transport) which may be subject to special restrictions on the foreign ownership percentage.
Documents and general requirements
| Item | Description |
|---|---|
| Articles of association (Esas Sözleşme) | A notarized founding document setting out the company's name, activity, capital, and management structure, signed by the founders before a notary |
| Proof of identity for shareholders and founders | Official identity documents for each shareholder, whether a natural or legal person |
| Board of directors | Designating the board members who manage the company, which may consist of a single member only |
| Share capital | Committing to a capital not less than the statutory minimum set for this type of company, which is higher than the minimum set for a limited company |
| Trade registry and official records | Registering the company's details in the official trade registry per the procedures approved by the Ministry of Trade |
Key points to know
- The minimum capital for a joint-stock company is higher than that of a limited company; the Turkish state raised this minimum by a presidential decision issued in late 2023, which took effect at the start of 2024
- Each shareholder's liability is limited to the value of their share in the capital, and does not extend to their personal assets
- The board of directors can consist of just one person under Turkish Commercial Code No. 6102, and a board member is not required to be a shareholder in the company
- Certain large joint-stock companies that exceed specific thresholds relating to asset size, sales, and number of employees are subject to a statutory annual independent financial audit obligation, which increases the compliance burden compared to a limited company
- In general, a joint-stock company carries a more complex governance structure than a limited company, requiring a general assembly, a board of directors, and regular official minutes, which suits large projects more than small ones
Frequently asked questions
What is the main difference between a joint-stock company (A.Ş.) and a limited company (Limited)? The fundamental difference lies in size and governance: a joint-stock company requires a higher minimum capital and a more formal management structure (board of directors and general assembly), and suits large projects or those planning to bring in multiple investors or go public in the future, while a limited company has a simpler structure and better suits small and medium-sized projects.
What is the minimum number of shareholders required to form a joint-stock company? Just one shareholder is enough, whether a natural or legal person, to form a joint-stock company under current Turkish Commercial Law.
Can foreigners fully own a Turkish joint-stock company? Yes, Turkish law allows foreigners to own 100% of a joint-stock company without a Turkish partner, except for certain regulated activities that may be subject to special restrictions.
Is transferring ownership of shares in a joint-stock company easier than in a limited company? Generally, yes; shares in a joint-stock company, especially bearer shares, are more flexible to transfer compared to shares in a limited company, which typically require a notarized contract and registration in the trade registry, though the articles of association may set certain restrictions on share transfers.
How can Rafiq help with this service?
Rafiq coordinates Joint-stock company (Anonim) through a partner. Send your needs for guidance on an appropriate next step.
Common questions and related topics
These are common topics customers research before starting. Requirements and final decisions depend on your situation and the relevant authorities or providers.
- how to form an Anonim Sirket in Turkey
- documents required for joint stock company formation
- capital requirements for Anonim Sirket setup
- appoint board of directors for joint-stock company
- draft articles of association for Anonim Sirket
- trade registry procedures for joint-stock companies
- notarization steps for Anonim company formation
- public registration and disclosure steps for Anonim
- share issuance and shareholder register guidance
- foreign investor considerations for Anonim formation
- legal counsel for joint-stock company incorporation
- timeline to register a joint-stock company
- bank account setup for Anonim Sirket
- translate incorporation documents into Turkish
- prepare general meeting and founding resolutions
- costs and fees for forming an Anonim Sirket
- convert existing company to joint-stock structure
- follow-up support after Anonim company registration
- filing financial statements after incorporation
- register company seal and official records
Related services
Official sources
The information on this page follows what these official authorities publish; the final decision in every procedure is theirs: