Best Investment & Business Structuring Lawyers in Turkey

1. About Investment & Business Structuring Law in Turkey

Investment and business structuring law in Turkey covers how companies are formed, organized, restructured and operated. It includes corporate formation, governance, mergers and acquisitions, licensing, and cross border operations. Key frameworks come from the Turkish Commercial Code, the investment incentives regime and competition law, together with tax and capital markets rules.

Foreign investors typically rely on local counsel to design a structure that complies with Turkish law while optimizing for incentives, tax efficiency and risk management. A lawyer can translate business goals into a compliant corporate form, licensing path, and ongoing governance framework. In Turkey, regulatory approvals are often sector specific and time sensitive, so timely legal guidance matters.

Turkey uses an investment incentives regime to support eligible projects with tax exemptions and subsidies.

Source: Invest in Turkey.

Compliance with competition, corporate and tax rules is a core part of structuring investments in Turkey.

Source: Turkish Competition Authority.

2. Why You May Need a Lawyer

• Entering Turkey via a new entity or acquisition - If you plan to establish a Turkish LLC or joint stock company or acquire a Turkish target, a lawyer designs the shareholding structure, drafts the articles of association and charter, and ensures red flags are addressed in due diligence. This helps you satisfy Turkish company law provisions and board governance requirements from day one.
• Mergers and acquisitions requiring antitrust clearance - A cross border deal in Turkey may require notification to the Turkish Competition Authority for merger clearance. Legal counsel coordinates the filing, curates the information memorandum, and manages any remedies.
• Applying for investment incentives - If your project qualifies for incentives under Law No. 4875, a lawyer prepares the incentive application, aligns project criteria with sector and location requirements, and monitors ongoing compliance.
• Cross border transfer pricing and tax planning - A Turkish advisor helps structure inter group services, royalties and cost sharing in a way that complies with Turkish tax rules and transfer pricing documentation requirements.
• Regulatory licensing and sector specific approvals - Regulated sectors such as energy, banking, or telecom require licenses or notified operations with sector authorities; a lawyer coordinates filings and liaises with regulators.
• Corporate governance and ongoing compliance - After formation, a lawyer helps implement governance frameworks, annual general meeting procedures, and statutory filings under the Turkish Commercial Code.

3. Local Laws Overview

• Turkish Commercial Code No. 6102 - Governs corporate formation, governance, restructuring and liability for Turkish companies. It applies to LLCs and joint stock companies and sets baseline obligations for directors and shareholders. This code became effective on 1 July 2012.
• Law No. 4875 on Encouragement of Investments (Investments Incentives Law) - Provides the framework for incentives, exemptions and support measures for eligible investments. The regime has been subject to updates to widen eligibility and alignment with policy goals; the law originated in 2003. The incentives regime is administered by the Investment Office and related agencies.
• Law No. 4054 on the Protection of Competition (Competition Law) - Regulates anti competitive practices, mergers and acquisitions that require clearance. Notifications are filed with the Turkish Competition Authority; it applies to both domestic and cross border deals.

4. Frequently Asked Questions

What is Turkish Commercial Code 6102 and how does it affect company structuring?

The Turkish Commercial Code governs formation, shareholding, governance and corporate transactions. It shapes how you structure boards, shareholder rights, and capital changes. Practical guidance from a lawyer helps ensure ongoing compliance and clean governance for Turkish entities.

How do I register a new Turkish company as a foreign investor?

You typically choose an entity type, prepare the Articles of Association, obtain a tax ID, register with the Trade Registry, and complete capital and governance filings. A local attorney coordinates documentation, timelines, and regulator filings.

What is the process to obtain investment incentives in Turkey?

First determine eligibility under Law No. 4875. Then prepare an incentive application, compile project and location details, and submit to the relevant authorities. A lawyer monitors compliance and delivers updated documentation as required.

Do I need to hire a Turkish lawyer for company formation?

While not legally mandatory, a Turkish lawyer helps you meet local requirements, interpret the Commercial Code accurately, and avoid common pitfalls. They also coordinate with auditors, tax and regulatory bodies as needed.

What are the typical costs to form a company in Turkey?

Costs include notary and publication fees, registration with the Trade Registry, and legal fees. The total varies by entity type and complexity but a straightforward LLC often starts with tens of thousands of Turkish lira including professional fees.

How long does company registration take in Turkey?

Simple registrations may complete within 1-2 weeks, while complex structures with licenses or incentives can take 4-8 weeks. In some cases, regulatory delays extend timelines beyond 2 months.

Can a foreigner own 100 percent of a Turkish company?

Yes, foreign ownership is permitted in most sectors, subject to licensing and sector specific restrictions. Certain regulated sectors may have foreign ownership caps requiring licensing or local shares.

What is the difference between LLC and Joint Stock Company in Turkey?

An LLC offers simpler governance and lower minimum capital, while a joint stock company supports easier public offering and broader share transfer. Tax and regulatory treatment differ; counsel can map optima for your goals.

What is the timeline for mergers or acquisitions in Turkey?

Post signing, due diligence typically lasts 2-6 weeks, with regulatory filings and approvals adding weeks to months. A robust due diligence and regulatory plan improves closing timelines.

Do I need to go through Turkish competition approval for a merger?

For larger deals that meet thresholds, a notification to Rekabet Kurumu is required. Failure to notify or to obtain clearance can result in fines and unwinding of the transaction.

What is required to access free zones in Turkey?

Free zones offer tax and customs advantages for eligible activities. You must apply to the zone authority, meet sector eligibility criteria, and set up operations within the zone.

What information is needed to apply for investment incentives?

Typically you provide project description, location, expected employment, capital expenditure, and sector data. Your legal counsel helps assemble the required documents and monitors updates.

5. Additional Resources

• Invest in Turkey (Invest Office) - Official portal for foreign investment information, incentives, licensing guidance and sector specific requirements. Function: coordinates investment policy, incentives and investor support. Website: invest.gov.tr.
• Turkish Competition Authority - Regulates anti competitive practices and merger notification procedures. Function: enforces competition law and approves large transactions. Website: rekabet.gov.tr.
• Capital Markets Board of Turkey (SPK) - Regulates securities markets, corporate governance disclosures and approvals for public companies. Function: oversees capital markets and related investor protections. Website: spk.gov.tr.

6. Next Steps

1. Define your investment objective and preferred entity type (LLC or Joint Stock) and outline the jurisdictional footprint in Turkey. Set a 2 week goal for initial decisions.
2. Compile a document checklist for formation or restructuring, including ownership, boards, licenses, and anticipated timelines. Allocate a realistic budget for legal, registration and licensing costs.
3. Search for Turkish law firms with corporate, tax and M&A experience in your industry. Request a 2-3 page engagement outline and fee structure.
4. Schedule 1-2 consultations to discuss structure, incentives and regulatory needs. Bring your business plan, target timelines, and any due diligence findings.
5. Have a lawyer prepare a letter of engagement and a preliminary structure memo outlining entity choice, tax position and governance framework. Confirm online signing capabilities if needed.
6. Initiate due diligence and regulator filings with your counsel, mapping expected milestones and contingency plans. Expect a 4-8 week window for standard formations and approvals.
7. Review and sign final documents, obtain necessary licenses and incentives, and implement the corporate governance and reporting framework. Establish a follow up schedule for annual filings and incentive compliance.