Ltd. Şti. vs A.Ş. vs branch vs liaison office in Türkiye: which structure for a foreign investor

A foreign investor in Türkiye chooses between two companies and two offices: a limited company (Ltd. Şti.), a joint-stock company (A.Ş.), a branch (şube) of the foreign company or a liaison office (irtibat bürosu). They differ in liability, capital, who may run them, how ownership moves, and how profit leaves the country. This guide compares them point by point, with the 2026 capital deadline and the legal basis for each statement.

Four vehicles, four legal positions

A limited company (Ltd. Şti.) and a joint-stock company (A.Ş.) are separate legal entities under the Turkish Commercial Code No. 6102 (TTK). A branch (şube) is not: it has no legal personality, no shareholders and no articles of association, so the foreign parent owns its assets and answers for its obligations. It is registered with the trade registry like a domestic enterprise and run by one or more representatives appointed by the parent, at least one of them resident in Türkiye. A liaison office (irtibat bürosu) is the lightest form. Under Law No. 4875 on Foreign Direct Investment and its Implementing Regulation (Official Gazette 25205) it may not carry on commercial activity: only market research, promotion, representation, supplier quality control, technical support and communication. In a Ltd. or A.Ş. the owners risk only the capital they undertook to contribute. One caveat for a Ltd.: Article 35 of Law No. 6183 makes partners liable, in proportion to their shares, for the company’s unpaid public debts.

Minimum capital, founders and governing bodies

Presidential Decision No. 7887 (Official Gazette 25.11.2023) set the minimums under TTK Articles 332 and 580: 250,000 TL for an A.Ş., 500,000 TL for a non-listed A.Ş. that uses the registered-capital system, and 50,000 TL for a Ltd. Companies registered earlier with less capital now have until 31 December 2027: a Ministry of Trade communiqué (Official Gazette No. 33403, 17 October 2026) moved the 31 December 2026 date. Under Provisional Article 15 of the TTK a non-compliant company is treated as dissolved. A branch and a liaison office have no minimum capital, although a branch must allocate an amount when set up and the parent funds a liaison office. One founder suffices for both (TTK 338, 573); a Ltd. may have at most 50 partners (TTK 574). An A.Ş. is run by a board of one or more members; a legal entity may sit on it through a named individual (TTK 359). A Ltd. has one or more managers, at least one partner holding management and representation authority (TTK 623).

Transferring shares and exiting

Ownership change is where the two companies differ most. In a Ltd., a share transfer, and any agreement to transfer, must be in writing with notarised signatures, and unless the articles say otherwise the general assembly must approve it (TTK 595). Silence for three months counts as approval, the articles may restrict or prohibit transfers, and the change is entered in the share ledger and the trade registry. In an A.Ş., registered shares are transferable without such formalities unless the law or the articles restrict them (TTK 490), which is why an A.Ş. suits investors who expect to bring in partners or sell down. Either way, the new owner must appear in the registry and in the beneficial-owner records the bank checks. A branch or liaison office has no shares to sell. To exit, the parent closes it: a liaison office sends the closing tax-office form to the Ministry and may request a transfer only of the final liquidation balance.

Audit, reporting, tax and profit transfer

Independent audit depends on size, not legal form. Under TTK 397 and Presidential Decision No. 6434 (as amended in March 2026), a company is audited if it exceeds two of three thresholds in two consecutive periods: 500 million TL of assets, 1 billion TL of net sales or 150 employees (periods from 1 January 2026). A new Ltd. or A.Ş. normally stays far below them. Every company and branch with foreign capital still files tax returns and reports to the Industry Ministry via E-TUYS: investor data within a month of a change, the annual form by end of May. A liaison office files its own annual form by the end of May and sends its tax registration and lease within one month of opening. Corporate income is taxed at 25 percent, and a branch only on Turkish-source income. Dividends to a non-resident and profit a branch remits to its head office bear 15 percent withholding (Presidential Decree No. 9286, 22 December 2024), reducible under a tax treaty. A liaison office earns no profit.

Banking and choosing the structure

A bank treats each structure differently. For a Ltd. or A.Ş. it asks for the trade registry extract, signature circular, tax number, articles and every beneficial owner above 25 percent. A branch extends the foreign company, so expect the parent’s corporate documents too, typically apostilled and translated, plus the representative’s appointment. A liaison office has no commercial income: its account mainly receives funding from the parent and pays rent and salaries, and the bank can be expected to ask for the Ministry permit and tax registration. In practice the choice follows the plan. To test a market without selling, a liaison office fits, within an initial permit of up to three years. To trade under the parent’s own name and balance sheet, a branch fits. To ring-fence risk, hire and sell, choose a Ltd.; choose an A.Ş. if outside investors or easy share transfers are likely. Whichever structure employs people must also register with SGK, as covered in our guide on hiring foreign staff.

Sources

• mevzuat.gov.tr — Turkish Commercial Code No. 6102 (Arts. 40, 329-359, 397, 490, 573-623, 595, Provisional Art. 15) and Presidential Decision No. 7887; the site blocks automated fetching, so wording was checked against consolidated copies (TÜRMOB, Lexpera, alomaliye)
• resmigazete.gov.tr — Official Gazette: Ministry of Trade communiqué No. 33403 of 17.10.2026 (capital deadline), Presidential Decree No. 9286 of 22.12.2024 (withholding), audit-threshold Decision of 17.03.2026 (No. 33199)
• sanayi.gov.tr — Ministry of Industry and Technology: Law No. 4875 on Foreign Direct Investment, Implementing Regulation (Official Gazette 25205) on liaison offices, E-TUYS
• gib.gov.tr — Revenue Administration: corporate income tax and withholding on dividends and branch profit transfers

Questions