Side-by-side comparison
| Limited company (Ltd. Şti.) | Joint stock company (A.Ş.) | |
|---|---|---|
| Minimum capital | TRY 50,000 | TRY 250,000 (TRY 500,000 under registered capital system) |
| Capital payment | Within 24 months | 25% before registration, rest within 24 months |
| Number of shareholders | 1 to 50 | 1 or more, no upper limit |
| Management | Manager(s); at least one partner with signing authority | Board of directors, minimum 1 member |
| Share transfer | Notarised agreement and partners' approval | Endorsement and handover of share certificates |
| Stock exchange listing | Not possible | Possible |
| Corporate tax | 25% | 25% |
| Liability for public debts | Partners can be liable for unpaid taxes and social security in proportion to their share | Generally limited to capital; board members may be liable |
When a limited company is the better choice
You are a single foreign parent company or a small group of partners.
You want to keep upfront capital low while you test the market.
Ownership will not change often.
You want the simplest governance: a manager rather than a board.
This covers most sales offices, service companies, software companies and small manufacturers set up by foreign investors.
When a joint stock company is the better choice
You expect to bring in new investors, issue shares to employees or sell the company.
You need more than 50 shareholders.
You may list on Borsa Istanbul in the future.
You are in a sector where certain licences require a JSC (for example banking, insurance and some regulated activities).
Shares in a JSC can be transferred without notarising each transfer, which matters when ownership changes often.
What about a branch?
A branch is not a separate company. It has no minimum capital, but the foreign parent is fully liable for its debts and must appoint a branch manager resident in Türkiye. Profits sent to head office are subject to 15% withholding tax, which a tax treaty may reduce. Branches suit companies that want to keep the Turkish business on the parent's balance sheet, for example for a single project.
Can I change later?
Yes. A limited company can be converted into a joint stock company (and vice versa) under the Turkish Commercial Code, without liquidating it. Conversion takes time and costs money, so it is worth choosing well at the start.
Frequently asked questions
Is the tax different between an LLC and a JSC?
No. Both pay corporate tax at 25% and are subject to the same VAT, withholding and payroll rules.
Can a foreigner be the sole shareholder and manager?
Yes. Both forms can have a single shareholder, and there is no nationality or residence requirement for managers or board members.
Which one do banks prefer?
Banks open accounts for both. What matters more is clear documentation of the shareholders and the source of funds.
Not sure which structure fits?
Our Legal Advisory team can compare the options for your plans in a 30-minute call.
This page provides general information and is not legal or tax advice. Every situation is different; talk to us before you act.