A power of attorney for a Turkish company formation passes through more counters than any other: MERSIS, the trade registry, the chamber of commerce, the tax office, the social security institution, a notary and a bank. Each reads it, and each will decline authority it cannot find in the text. This article is a clause-by-clause account of what a commercial power of attorney must contain.
Why enumeration matters here
A property transaction involves one registry. A company formation involves half a dozen institutions with different practices, and the document has to satisfy all of them on a single reading.
The failure mode is specific: everything proceeds smoothly until one counter — usually the tax office or the bank — finds an authority absent, and the formation stops with a company half-registered. Reissuing a power of attorney from abroad at that point costs weeks, during which the company exists but cannot operate.
Corporate formation authorities
- To establish a company of the specified type, alone or with others.
- To determine or accept the trade name, field of activity, registered address, capital, shareholding structure and duration.
- To prepare, sign and, where necessary, amend the articles of association, including before signature.
- To subscribe for shares on the principal's behalf and to undertake the capital commitment.
- To represent the principal before MERSIS and to make all entries and applications in that system.
- To apply to the trade registry for registration and announcement, and to sign all related documents and declarations.
- To register with the chamber of commerce or industry.
- To appoint managers or directors, to accept or decline such appointment on the principal's behalf where relevant, and to sign signature declarations and circulars.
Tax and social security authorities
- To obtain a tax identification number for the principal.
- To register the company with the tax office, to be present at the premises inspection, and to sign the resulting records.
- To appoint a certified public accountant or independent accountant and to sign engagement documents.
- To register the company as an employer with the Social Security Institution.
- To apply for e-invoice, e-ledger and e-signature registrations where required.
- To make declarations and filings before the tax administration in connection with registration.
Banking authorities
Set these out fully, because banks are the strictest reader in the sequence:
- To open accounts in the company's name and, where required at formation, in the principal's name.
- To deposit the capital and to obtain the bank's confirmation letter — essential for a joint stock company, where twenty-five per cent of cash capital must be blocked before registration.
- To obtain release of the blocked capital after registration.
- To operate accounts: deposit, withdraw, transfer domestically and internationally.
- To convert currency and to request and receive the foreign exchange purchase document.
- To sign the bank's contracts and forms, and to activate internet banking where intended.
Name the bank where it is known. Several banks decline general commercial powers of attorney for account opening, and the capital confirmation is on the critical path for a joint stock company.
Premises and permits
- To sign a lease for the company's registered address, and to have it notarised where required.
- To apply for municipal business licences and any sector-specific permits.
- To arrange utility subscriptions in the company's name.
The lease is easily overlooked and frequently needed: the tax office inspects the premises, and a company without a valid address cannot complete registration.
Where the shareholder is a company
A corporate shareholder brings a second layer, and it is what usually determines the timetable:
- certificate of incorporation or a current registry extract;
- articles of association of the parent;
- a board or shareholders' resolution authorising the Turkish structure, specifying the entity type, capital, address, field of activity and the persons authorised;
- evidence of signature authority for the signatory;
- the power of attorney itself, signed by an authorised representative.
All apostilled and translated. Registry extracts are usually required to be recent, so obtaining them too early is as unhelpful as too late — sequence them to arrive shortly before filing.
Ongoing authorities: decide deliberately
A formation power of attorney can be limited to formation, or it can extend to running the company afterwards. The choice should be conscious.
Limited to formation: cleaner, lower risk, and requires a fresh document for anything later.
Extending to ongoing matters — filings, general assembly representation, capital increases, address changes — is convenient for a shareholder who will not be present, and it hands over continuing authority over a legal entity.
Whichever is chosen, exclude authority to sell the shares, to borrow, to grant security over company assets, or to liquidate, unless those are genuinely intended. A power of attorney that permits an attorney to dispose of the company is a very different instrument from one that permits them to register it.
Substitution and revocation
Include a substitution clause. Company formation involves several institutions with their own timetables, and a file that stops because one named person is unavailable wastes days at each of them.
Revocation is by an azilname entered in the Turkish notarial system, effective on proper registration and notification. Where the attorney is registered as the company's representative before institutions, those registrations should be updated as well as the notarial revocation.
A short checklist
- Company type, capital and shareholding decided before drafting.
- Formation, tax, social security, banking, premises and permit authorities all enumerated.
- Bank named; capital confirmation and release covered.
- Corporate shareholder documents identified, apostilled and current.
- Scope decided: formation only, or ongoing.
- Substitution clause included.
- Names matching passports exactly, with identity numbers.
- Photograph included — required for land registry use and never a problem elsewhere.
Frequently asked questions
Can one document cover the whole formation? Yes, if it enumerates every institution's requirements.
Do I need a separate power of attorney for the bank? Not if the banking authorities are included and sufficiently specific.
Should it cover running the company afterwards? A deliberate choice; limiting it to formation is lower risk.
What if the shareholder is a foreign company? Additional corporate documents are required, apostilled and translated, and they set the timetable.
How long does formation take once documents are ready? Days in Türkiye. The preparation abroad is the long part.
Can the attorney be a company employee? Legally yes; a regulated professional carries obligations and insurance that an employee does not.
Can I limit the attorney's spending authority? Yes — a stated ceiling is workable and sensible.
Draft for every counter
A commercial power of attorney is judged by the strictest institution that reads it, not the most permissive. Drafting it against that standard costs a paragraph; failing to costs a fortnight in the middle of a formation.
Dural Hukuk prepares commercial power of attorney texts covering every institution in a Turkish formation, specifies the corporate documents required from the shareholder's jurisdiction, and completes registration for clients who never travel. Call +90 535 260 74 54 or use the contact form on this site.
This article is general information on Turkish law as at August 2026 and is not legal advice. Institutional requirements vary; obtain advice before issuing documents abroad.