Which Provisions of the Commercial Code Regulate Foreign Business in Turkey?
In short: what a foreigner opening a business in Turkey can and cannot do
✅ Allowed
- Invest freely and run a business on an equal footing with local investors (Law No. 4875, Article 3).
- Set up a limited liability company alone or with others, as a natural or legal person (Law No. 6102, Article 573).
- Set up a joint-stock company with one or several founders (Article 338).
- Freely transfer profit, dividends and sale proceeds abroad through banks (Law No. 4875, Article 3, point c).
- Open a representative office of a foreign company without commercial activity (Law No. 4875, Article 3, point h).
- Refer a dispute to national or international arbitration if the parties agree (Law No. 4875, Article 3, point e).
⛔ Not allowed
- Fail to register the business and its name in the trade registry: the period is 15 days from opening (Law No. 6102, Article 40).
- Employ foreign staff without a work permit (Law No. 4875, Article 3, point g).
- Carry on commercial activity through a representative office: it is for liaison only.
- Leave capital below the minimum: companies whose capital is lower must bring it up to the set amounts by 31 December 2026 (Law No. 6102, transitional Article 15).
- Assume a sector is open without checking: restrictions on types of activity and on property are in special laws.
This is a short summary of the text of the law. Details, quotations of articles and links to the official texts are below. The visa-free stay depends on your citizenship, and amounts and lists of countries are set by secondary acts, so check them on the date of your decision.
A foreigner who wants to open a business in Turkey works under two acts at once: the Turkish Commercial Code and foreign business are connected through Law No. 6102 on the forms of companies and registration and Law No. 4875 on Foreign Direct Investment, which guarantees the foreign investor equal conditions. Below, the relevant articles are analysed, with quotations in Turkish and a translation, and it is shown where to check the amounts currently in force.
The material is for information and does not replace advice from a lawyer and an accountant. Details on taxes and work permits will be covered in separate articles of this section.
Where the laws are published
The Commercial Code (Law No. 6102) was adopted on 13 January 2011 and published in the Official Gazette on 14 February 2011 under No. 27846. Text: mevzuat.gov.tr, Law No. 6102. Law No. 4875 on Foreign Direct Investment was adopted on 5 June 2003 and published on 17 June 2003 under No. 25141: mevzuat.gov.tr, Law No. 4875. The Gazette issue with the code: resmigazete.gov.tr.
Who is a foreign investor under Law No. 4875
Article 2 calls foreign investors foreign nationals, Turkish citizens living abroad, as well as legal entities established under the laws of other countries and international organisations. Foreign direct investment means setting up a new company or branch or taking part in an existing company: by buying a share off the exchange, or on the exchange with a share of at least ten percent or an equivalent number of votes. The contribution may be money in convertible currency, company securities, equipment, industrial and intellectual property, and reinvested profit.
Freedom of investment and equal treatment: Article 3
Article 3 of Law No. 4875 sets the main rules. Unless international treaties and special laws provide otherwise, foreign direct investments are free, and foreign investors are subject to the same regime as local ones.
“Yabancı yatırımcılar yerli yatırımcılarla eşit muameleye tabidirler” (Article 3, point “a”). Foreign investors are subject to the same treatment as local investors.
- Expropriation (point b). Foreign direct investments may not be expropriated or nationalised without a public necessity and without payment of compensation.
- Transfers (point c). Net profit, dividends, sale and liquidation proceeds, compensation, payments under licences and management contracts, and payments on external loans can be freely transferred abroad through banks or private financial institutions.
- Disputes (point e). Besides the courts, subject to conditions and with the agreement of the parties, national or international arbitration is possible.
- Foreign personnel (point g). For foreign employees of companies and branches established under the law, the work permit is issued by the labour ministry.
- Representative offices (point h). Foreign companies may open representative offices (irtibat bürosu), on condition that they do not carry on commercial activity in Turkey.
Forms of companies under the Commercial Code
Article 124 of the Commercial Code names five forms of commercial companies: general partnership, limited partnership, joint-stock company, limited liability company and cooperative. The joint-stock company and the limited liability company are considered capital companies. Foreigners most often choose two forms. Under Article 338, setting up a joint-stock company requires one or several founders, who will be shareholders. Under Article 573, a limited liability company is set up by one or several natural or legal persons; the participants are not liable for the debts of the company but only contribute the promised capital.
“Limited şirket, bir veya daha çok gerçek veya tüzel kişi tarafından … kurulur” (Article 573). A limited liability company is set up by one or several natural or legal persons.
These articles contain no requirement to have a Turkish partner and no restriction by citizenship. But restrictions on certain types of activity and on property are in special laws, for example Article 35 of Law No. 2644, and they have to be checked separately for your sector.
Minimum capital: what the law says
In the text of Article 580 the minimum registered capital of a limited liability company is stated as ten thousand lira, and Article 332 names fifty thousand lira for a joint-stock company (one hundred thousand for the registered capital system). The President may raise these amounts. Transitional provision 15 (added by Law No. 7511 of 23 May 2024) requires joint-stock companies and limited liability companies whose capital is below the minimum to bring it up to the set amounts by 31 December 2026, otherwise they are considered dissolved. The Ministry of Trade may extend the period by a year, but not more than twice. Check which amount applies now with the Ministry of Trade or an accountant, not from the old articles.
Registration and name
Article 40 requires every trader to register the business and the chosen name in the trade registry at its location within fifteen days of opening. Article 48 says that a branch of a business whose centre is in another country must show in its name the location of the centre and of the branch, as well as the word “branch”. Under Article 103, the rules on commercial agents also apply to those acting on behalf of foreign traders who have no centre or branch in Turkey.
How it works in practice
If you are going to open a company, first choose the form, then check the minimum capital against current data, register the company in the registry and obtain a tax number. Staff from abroad need work permits, and a residence permit does not replace them. If you plan to buy property through a company, take into account Article 36 of Law No. 2644: a Turkish company with foreign capital of at least fifty percent may acquire property for the activities in its articles (more in the article on Law No. 2644). The general picture of the laws on the stay of foreigners is in the overview “The main laws on the stay of foreigners”, and property options are in the catalogue.
Conclusion
For foreign business the main rule of Law No. 4875 is freedom of investment and equal treatment with Turkish investors, while Law No. 6102 defines the forms of companies, registration and name. The minimum amounts of capital and sector restrictions have to be checked against current decisions. Read the other questions of this section on the page “Laws of Turkey”.
The material does not replace advice from a lawyer and an accountant. The information was checked against the texts of Laws No. 6102 and No. 4875 as of 21 October 2026.
Photo: Niels Johannes (CC BY-SA 4.0), Wikimedia Commons; photos of the complexes are used with the site owner’s consent.
