Guide

Forming the Company Is the Easy Part

The hard part of setting up in Turkey is not the registration. Whether to choose an LLC or a JSC turns not on today’s cost but on the day you transfer your shares; and the bank account, MASAK file and recurring filing duties that follow formation are left out of most guides. This one covers the path from entity choice to first invoice.

Company formation is the stage my clients prepare for the most and struggle with the least. Registration itself is now a matter of days, with well-defined steps. Yet formation is still the subject I get the most questions about after the fact. The reason is simple: the decisions you make at formation do not send their bill at formation. They send it two years later.

The most expensive decision is the entity type. Most people answer the limited-versus-joint-stock question by looking at today's capital requirement and setup cost. The real answer depends on the day you transfer your shares. The two types differ in how a share transfer is executed, who is liable for what, and where a shareholder stands against public debt. If you plan to raise investment, or if a change of shareholders is plausible later, converting the structure afterwards is markedly more expensive than getting it right at the start.

Second comes the question that appears whenever there is a foreign shareholder: owning a company, residing in Turkey and working in Turkey are not the same thing. They are three separate statuses, each established separately. Forming a company does not by itself grant residence, and a residence permit does not substitute for a work permit. Working out which one you actually need before formation is far cheaper than correcting it afterwards.

Third are the obligations that begin where formation ends: opening the bank account, certifying the statutory books, moving to e-invoicing and e-ledger, and the first filing calendar. None of this appears in the registration file, yet it is the real work of the first three months. The articles below take these three themes one at a time: the structural decision, the distinction between statuses, and the post-formation calendar.

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