A Foreign Individual as Shareholder of a Turkish Limited Company: Formation, Tax and Compliance

Ownership is generally open to foreign individuals

Türkiye's foreign-investment framework is based on equal treatment, and the general company-law rules do not require a Turkish co-shareholder. A foreign individual may form a single-member limited company or acquire a share in an existing one.

The proposed activity still needs a sector check. Media, aviation, maritime, finance and certain real-estate situations can involve special licences, capital or ownership rules that must be reviewed before the articles are filed.

Shareholder, manager and employee

From one to 50 shareholders: design governance early

A limited company may have between one and 50 shareholders. A sole-shareholder structure is fast but can concentrate signing and payment risk; a multi-party structure needs clear rules for voting, reserved matters, capital calls, transfers, distributions, deadlock and exit in the articles and, where useful, a shareholders' agreement.

At least one shareholder must have management and representation authority. Joint signatures, payment thresholds and bank maker-checker controls can then be added in proportion to the business. Contractual shareholder rights should also be tested against mandatory articles and registration rules before relying on them against third parties.

Core formation file

• Passport with the required Turkish translation and notarization
• Potential tax number and reliable address details
• Residence or foreign-identity record where applicable
• A properly legalized power of attorney if a representative files
• Decisions on name, activity, capital, shares, managers and signing method
• Any licence, qualification or preliminary sector approval

Capital, registration and funding

The minimum limited-company capital is TRY 50,000, and subscribed cash capital may generally be paid within 24 months after registration. The business budget should separately cover rent, people, licensing, inventory, technology, tax and working capital; otherwise repeated shareholder advances can obscure the financial picture.

Foreign remittances should state whether they are capital, a documented loan, an advance or payment for a service. The sender, currency conversion and accounting entry must be traceable. Company expenses should not be routinely mixed with a shareholder's personal account.

Management and permission to work

A foreign shareholder may be appointed as manager. If that person will actively and continuously manage or work in Türkiye, a work-permit assessment is required; the shareholding itself is not authorization to work.

Current shareholder permit criteria include thresholds for paid-in capital, the foreign shareholder's contribution and share percentage, followed by an employment requirement in the ordinary case. These are different from the TRY 50,000 statutory incorporation capital.

Tax, dividends and ongoing compliance

Company profit is subject to corporate income tax. Moving after-tax profit to the individual requires lawful distribution, reserves and withholding analysis; the shareholder's residence country and the applicable tax treaty can change the final burden.

The company should calendar tax returns, e-documents, payroll, ultimate-beneficial-owner data and E-TUYS foreign-investment reporting. Share transfers, capital increases and manager changes should be updated consistently at the registry, bank, tax authority and reporting systems.

First-30-day post-incorporation checklist