Title: Istanbul Corporate Law Attorney – Current Information on Company Formation, Mergers, and Acquisitions
Keywords: Istanbul corporate law attorney, company merger, company acquisition, limited company capital, joint stock company minimum capital, TCC merger, foreign company Turkey, liaison office
- Updated Company Capital Requirements
🔹 Limited Company
Pursuant to the Turkish Commercial Code No. 6102, the minimum capital requirement has been increased to 50,000 TRY as of January 1, 2024. This amendment was published in the Official Gazette dated 25.11.2023 and numbered 32380.
Number of shareholders: minimum 1, maximum 50. It is not mandatory to pay 25% of the capital at the time of establishment.
🔹 Joint Stock Company
As of 2024, the minimum capital for joint stock companies is 250,000 TRY. For companies subject to the registered capital system and not publicly traded, the minimum capital is 500,000 TRY.
At least 25% of the capital must be paid at the time of incorporation; the remaining must be completed within 24 months.
✅ Note: All existing limited and joint stock companies must raise their capital to the new minimum levels by December 31, 2026. Otherwise, they will be deemed dissolved.
Sources: TCC Articles 332–580, Ministry of Trade Official Statement, Official Gazette 25.11.2023/32380
- Company Types and Legal Structures
Capital Companies
- Limited Company: The liability of partners is limited to their subscribed capital. Can be established with 1 to 50 shareholders.
- Joint Stock Company: Unlimited number of shareholders. Requires at least one founding partner. General assembly and board of directors are mandatory.
Foreign individuals and companies can only establish limited or joint stock companies in Turkey. Limited companies are often preferred due to their lower cost and simpler procedures.
Partnerships
- General Partnership: All partners have unlimited liability.
- Limited Partnership: Some partners have unlimited (general), some have limited (limited) liability.
- Ordinary Partnership: No legal personality; based on joint ownership of assets.
- Company Mergers and Acquisitions (TCC Articles 136–158)
Types of Mergers
- Merger by Acquisition: One company absorbs the other along with all its assets and liabilities.
- Merger by Formation of a New Company: All companies dissolve and a new legal entity is established.
Eligibility Rules
- Partnerships can only be acquired, not act as the acquiring company.
- Capital companies can only merge with partnerships as the acquiring entity.
- Cooperatives may merge only with other cooperatives or capital companies.
Mandatory Elements in Merger Agreements (TCC Article 146)
- Title, headquarters, and type of participating companies
- Share exchange ratio, equalization amount
- Shareholding rights and privileges in the new company
- Start date for profit participation
- Special rights for board members (if any)
- Exit compensation (if applicable)
- Names of unlimited liability partners
- Establishment Alternatives for Foreign Companies in Turkey
Branch Office Establishment
A foreign-based company may open a branch in Turkey. Registration with the trade registry, tax office, and Ministry approval are required. All establishment documents must be notarized and apostilled.
Liaison Office Establishment
Liaison offices can be opened for marketing and promotional purposes without engaging in commercial activity. Governed by the Foreign Direct Investment Law No. 4875. Pre-approval from the Ministry of Trade is required.
- Conclusion
As an Istanbul Corporate Law Attorney, we offer expert legal services in company formation, mergers, acquisitions, liquidation, and legal compliance for foreign investors. The above information has been prepared in line with the updated regulations and Official Gazette publications as of 2025.
For more detailed information or to request legal services, feel free to contact us.
RELATED INFORMATIVE NOTES:
- Company Establishment in Turkey
- Liquidation of Companies in Turkey
