Ltd. Şti. or A.Ş.? Choosing the right company type in Türkiye

For a foreign-owned business in Türkiye, the practical choice is usually between two company types under the Turkish Commercial Code: the limited company (limited şirket, Ltd. Şti.) and the joint-stock company (anonim şirket, A.Ş.). Both are separate legal entities, both can be owned entirely by foreign individuals or companies (subject to sector-specific laws), and both pay corporate tax under the same rules.

The differences lie in capital, governance, share transfers and some liability rules. This guide sets them out for investors from mainland China and Hong Kong.

The differences at a glance

	Ltd. Şti.	A.Ş.
Minimum capital	TRY 50,000	TRY 250,000
Paid before registration	Nothing; capital paid within 24 months	At least 25% of cash capital; rest within 24 months
Shareholders	1 to 50, individuals or companies	One or more
Management	One or more managers; at least one shareholder must have management and representation rights	Board of directors with one or more members
Signing the articles	Before trade registry staff only	Before a notary or trade registry staff
Share transfer	Notarised written contract; general assembly approval unless the articles say otherwise	Registered shares transfer freely unless the law or the articles restrict it
Shareholders and unpaid public debts	Liable in proportion to their shares	Liable only for their own capital commitment

Capital

Since 1 January 2024 the minimum capital has been TRY 50,000 for an Ltd. Şti. and TRY 250,000 for an A.Ş. A non-public A.Ş. that adopts the registered capital system needs initial capital of at least TRY 500,000.

When the money is due also differs:

Ltd. Şti.: no payment is required before registration. The capital is paid within 24 months after registration.
A.Ş.: at least 25% of the cash capital is paid into a special bank account before registration and released after registration. The rest is paid within 24 months.

In both types, 0.04% of the capital is paid to the Competition Authority at formation.

Already own an older Turkish company? A company whose capital is below the new minimums must increase it by 31 December 2026, or it is deemed dissolved. For this increase the general assembly needs no meeting quorum and decides by a majority of the votes present. As at 16 October 2026 the Ministry of Trade had not extended this deadline. See our year-end 2026 deadlines.

Shareholders and management

An Ltd. Şti. can have between one and fifty shareholders, individuals or companies. It is run by one or more managers (müdür), who can include people from outside the company, but at least one shareholder must hold management and representation rights. If the only shareholder is a company, such as a Hong Kong holding company, that company is appointed as manager and names one individual to act for it.

An A.Ş. can be formed by a single founder and is run by a board of directors with one or more members. The Commercial Code does not require board members to be shareholders. A company can sit on the board, again through one individual it names.

Signing and formation

The founders of an Ltd. Şti. must sign the articles of association in front of authorised trade registry staff; the notary option was abolished in 2018. For an A.Ş., signatures can be certified by a notary or given in front of registry staff. Either type can be formed under a power of attorney signed abroad, apostilled, and then translated and notarised in Türkiye. Our company formation guide explains each step.

Joint-stock companies in activity fields listed by the Ministry of Trade can only be formed with the Ministry’s permission. If your business is regulated, such as finance or insurance, we first check whether a particular company type or licence is required.

Transferring shares

This is often the deciding point for groups that expect to bring in partners or restructure later.

Ltd. Şti.: a share transfer needs a written contract with signatures certified by a notary. Unless the articles say otherwise, the general assembly must approve it and may refuse without giving reasons. The articles can even prohibit transfers.
A.Ş.: unless the law or the articles provide otherwise, registered shares can be transferred without restriction. The articles may require the company’s approval, but the law limits the grounds on which an unlisted company can refuse. Shares that are not fully paid can only be transferred with the company’s approval.

Liability for unpaid taxes and other public debts

In both types, shareholders are not liable for the company’s ordinary debts beyond their capital commitment (and, in an Ltd. Şti., any additional payment obligations written into the articles). Türkiye’s law on the collection of public receivables adds a difference that matters to foreign owners:

Ltd. Şti.: if taxes or other public receivables cannot be collected from the company, the shareholders are directly liable in proportion to their share of the capital. When a share is transferred, the seller and the buyer are jointly liable for public debts from before the transfer.
A.Ş.: shareholders are liable only for their own capital commitment.

In both types, the company’s legal representatives (managers or board members) can be pursued personally for public receivables that cannot be collected from the company. Choose your managers and directors with this in mind, and keep the company’s filings and payments up to date.

Directors who live abroad

Under the International Labour Force Law, non-resident board members of an A.Ş., and shareholders of other companies who are not managers, fall under the work permit exemption scheme; they still obtain an exemption document if they work in Türkiye. A shareholder who acts as manager of an Ltd. Şti. is not in this category, so working in Türkiye in that role requires a work permit. Plan this before you appoint a manager who will be based in Türkiye.

What is the same for both

Taxes: the same corporate tax (25% general rate), VAT and withholding rules. See Turkish taxes for foreign-owned companies.
Books: companies registered since 1 January 2026 keep their share ledger and general assembly book in the Ministry of Trade’s electronic system (ETDS), and both keep their accounting books as an e-Ledger.
Legal reserve: 5% of annual profit is set aside until the reserve reaches 20% of paid-in capital.
Independent audit depends on size, not on company type. For periods starting on or after 1 January 2026, the general thresholds are total assets of TRY 500 million, net sales of TRY 1 billion and 150 employees; some sectors have their own thresholds. How many of these must be exceeded, and for how long, is set in the underlying decision, and we check it for your company. A newly formed company is normally well below them.

Which one suits you?

An Ltd. Şti. often fits when:

one owner or a small group owns the company, for example a trading, sourcing or service subsidiary;
you want the lower minimum capital and no payment before registration;
you do not expect frequent changes of shareholders.

An A.Ş. often fits when:

several investors or a joint venture partner are involved, or you expect to bring in investors or transfer shares later;
the directors will live outside Türkiye but travel there to work on the business;
you want shareholders’ exposure limited to their capital commitment, including for public debts;
your regulated activity requires it.

A company can later change from one type to the other under the Commercial Code’s rules on change of legal form, but choosing well at the start saves a second round of decisions and registry work.

What this means for you

Tell us who will own the company, who will manage it, where the managers will live and what the company will do. We recommend a structure in writing before you commit, then handle the formation with you in Türkiye or under a power of attorney.

You can write to us in Chinese or English: WeChat ID etitax or e-mail info@etitax.com.