Company Formation
Company Formation in Türkiye: 2026 Checklist
Confirm entity type, activity codes, address, ownership, authority, tax setup and the first 90-day operating plan before filing.
Key takeaways
- Choose the entity for the three-year plan, not only the registration day.
- An incorrect activity code can affect licensing, tax, social-security incentives and e-document rules.
- Shareholder and signing-authority arrangements should not be left entirely to a default template.
- Formation is complete only when banking, invoicing, payroll and filing processes work.
- The articles of association should reflect future governance, not merely pass registry review.
- Activity codes affect tax, licensing, banking, incentives and workplace obligations.
Important information
This article provides general information and is not legal, tax or investment advice. The outcome depends on the facts, the parties and current legislation.
Formation is a design exercise
Registry and tax filings are the formal result of decisions about ownership, financing, authority, address and permissions. If those decisions are postponed, the issues reappear after registration as amendments, cost and delay.
1. Write the business model
- What will be sold and how will customers pay?
- Are customers consumers, businesses, public bodies or overseas?
- Who are the founders and what roles will they hold?
- Are employees, investors or bank financing expected?
- Will profit be distributed or retained?
- What contractual or regulated-sector risks exist?
2. Compare the entity with scenarios
Do not choose between a sole proprietorship, limited company and joint-stock company using one tax rate. Expected profit, withdrawals, liability, co-ownership and investment plans interact.
A two- or three-year tax and cash-flow model is usually more useful than comparing the first formation invoice.
3. Validate activities and licences
NACE/activity codes connect to the tax record, chamber, municipal licence, workplace risk classification, incentives and some e-document rules. The recorded main activity should reflect the actual revenue model.
Finance, payments, health, education, food, transport, tourism and manufacturing can require approval or special capital before registration or trading.
4. Design ownership and authority
| Area | Question before registration |
|---|---|
| Capital | Who contributes how much and when? |
| Authority | Who signs alone or jointly? |
| Founder payments | What is salary, expense reimbursement or loan? |
| Profit | What is the distribution and reinvestment policy? |
| New funding | How will capital increases and dilution work? |
| Exit | What governs transfers, competition and disputes? |
5. Build tax, banking and internal controls
- Tax types, filing periods and e-notification ownership
- E-invoice/e-archive and other document requirements
- Bank users, payment limits and dual approval
- Accounting document flow and monthly close date
- Payroll readiness before the first hire
- Cross-border transaction, currency and transfer-pricing issues
6. The first 90 days
- Open banking and collection channels
- Test invoicing, cancellation and refund flows
- Move customer and supplier contracts into the company
- Share the tax, registry, payroll and licence calendar
- Monitor the first cash-flow plan weekly
Conclusion
Good formation is not only fast registration. It is an operation capable of issuing its first invoice correctly, approving its first payment and completing its first filing with reliable records.
Decisions that become expensive after registration
A 50/50 company can reach a deadlock if reserved decisions, management authority and an exit route are not agreed. Giving one director unlimited signing power may be convenient, but it can create uncontrolled borrowing, payment and long-term contract exposure.
The business model should be written before the activity code and corporate purpose are selected. Revenue streams, regulated activities, customer countries, intellectual property and planned financing all influence the appropriate structure and documents.
Founder workshop before filing
- Define the three-year product, market, hiring and funding plan.
- Document each founder's capital, work, IP and commercial contribution.
- Agree voting, signing, reserved matters, transfers and exit mechanics.
- Match each revenue stream to activity, licence and tax requirements.
- Decide ownership of trademarks, software, domains and customer data.
- Create 30-, 90- and 365-day post-registration compliance checklists.
Common setup weaknesses
Fast registration is not the same as a sound corporate foundation. Corrections later require new resolutions, filings, translations and bank updates.
- Copying a generic corporate purpose that misses the real model
- Leaving IP and domains in a founder's personal name
- Postponing shareholder and deadlock arrangements
- Concentrating payment and signing authority without limits
- Ignoring e-documents, books, licences and beneficial-owner filings after setup
Frequently asked questions
Can a NACE code be changed later?
Yes, but it can affect registry, tax, licensing, social security and incentives. It is safer to validate the actual activity before trading.
Are standard articles of association enough?
They may be for a simple structure. Investment, founder rights, vetoes, exit or non-compete arrangements need specific legal review.
Can the company invoice immediately after registration?
Only after tax, document-system and any required e-document or licence steps are operational. Registration is not the entire setup.
Should the corporate purpose include every imaginable activity?
Not necessarily. It should cover genuine and reasonably planned activities without creating confusion about regulated work. The activity code and licensing map should remain consistent.
Is a shareholders' agreement the same as the articles of association?
No. They serve different purposes and should be designed together with Turkish legal advice, especially for governance, transfers, deadlock and exit.
Official sources
Legislation last reviewed: 30 July 2026
Mikail Ege
Certified Public Accountant · SMMM
Mikail Ege works across accounting, tax, financial reporting, financial advisory, fintech and payment institutions.
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