Formation of a Joint Stock Company: Steps, Documents and the Articles of Association (2026)

A joint stock company may have one or more founders under TTK m.338. Presidential Decision No. 7887 of 24 November 2023, effective 1 January 2024, set minimum basic capital at TRY 250,000 and initial registered capital for non-public companies at TRY 500,000. Higher sector-specific requirements may also apply.

At least one-quarter of the cash capital must be deposited in a blocked company-name account at a bank before registration (TTK art.344). The remainder is paid within twenty-four months following registration. Where in-kind capital is contributed, its value is determined by a report of an expert appointed by the court (TTK art.343).

The minimum content of the articles of association is set out in TTK art.339: the trade name, the seat, the corporate purpose, the capital and number of shares, the type and nominal value of the shares, the number of board members, the form of announcements and the accounting period are all mandatory. Under TTK art.340, the articles may depart from the mandatory provisions of the Code only where the Code expressly permits.

The articles may be prepared through MERSİS, but creating a draft there does not itself satisfy the incorporation formalities. TTK m.339 requires certification of the founders' signatures by a notary or signing before the trade registry director or deputy. Filing and identity/signature verification must follow the applicable registry procedure.

The thirty-day period in TTK m.354 runs from ministerial permission where required, otherwise from formation under m.335. Documents depend on the company and include the articles, required bank confirmation, any in-kind valuation and relevant acceptance/payment records. The founders' declaration in m.349 was repealed in 2016 and is not a current general incorporation requirement.

On registration, the company acquires legal personality, and the registration is published in the Turkish Trade Registry Gazette. After incorporation, the company opens its tax registration with the tax office, registers as an employer with the social security institution (SGK), opens its books with a notary or in the e-Defter system, and obtains a corporate e-notification (e-Tebligat) address.

In corporate-law matters, resolutions, meeting notices, agendas, attendance lists, signature circulars, trade-registry application documents and the articles of association must be reviewed as a whole. In corporate transactions, most disputes arise not from the substance of the resolution but from defects in notice, quorum, representation and registration.

Transactions such as share transfers, amendments to the articles of association, mergers, demergers and liquidations are not completed by internal resolutions alone; notary, trade-registry, tax and accounting dimensions are also part of the process. The legal steps and financial obligations should therefore be planned together when drawing up the transaction timetable.

From the perspective of shareholders or directors, dissenting opinions, information rights, requests for special audit and records of release and liability may carry decisive evidentiary weight in any subsequent action. Minutes of meetings should therefore be prepared in clear and auditable form.