An investor in Dubai, Berlin or Almaty decides to establish a Turkish company. The question is not whether it can be done remotely — it can — but what has to be prepared before the first Turkish step is taken. Almost all the time in a remote formation is spent abroad, on documents, and almost none of it in Türkiye. This article sets out what to prepare, in what order, and what the power of attorney must say.
What can be done under a power of attorney
Effectively the whole formation:
- obtaining tax identification numbers for the shareholders and directors;
- preparing and entering the articles of association in MERSIS, the central trade registry system;
- signing the articles of association on the shareholder's behalf;
- attending the trade registry and completing the registration;
- registering the company with the tax office and the social security institution;
- opening and operating the company's bank accounts;
- depositing capital and obtaining the bank confirmation where required;
- appointing an accountant and dealing with municipal permits.
What cannot be delegated is nothing of substance at the formation stage. Where the investor later needs a work permit or a residence permit, personal attendance is required for biometric enrolment — but the company exists long before that.
Two ways to issue the power of attorney
At a Turkish consulate. The consulate acts as a notary, the text is prepared in Turkish, and the document enters the Turkish notarial system directly. No apostille, no translation, no question about form. The constraint is appointment availability.
Before a local notary, with apostille. The document is executed abroad, apostilled under the 1961 Hague Convention — or consular-legalised where the country is not a party — then translated in Türkiye by a sworn translator and the translation notarised. More steps, no queue.
Either way, the operative text should be drafted in Türkiye first. A notary abroad will notarise whatever is placed in front of them, including wording that the trade registry will not accept.
What the text must authorise
Turkish registries read powers of attorney strictly. General wording fails. The document should expressly authorise:
- establishing a company of the specified type, and determining or accepting its trade name, field of activity, address, capital and shareholding;
- preparing, signing and amending the articles of association;
- representing the shareholder before MERSIS, the trade registry, chambers of commerce, the tax office and the social security institution;
- opening, operating and closing bank accounts, depositing capital and obtaining confirmations — with the bank named where it is known;
- appointing managers or directors and signing signature circulars;
- obtaining tax identification numbers;
- appointing an accountant and signing engagement documents;
- appointing a substitute attorney.
The banking authority deserves particular attention. Turkish banks routinely refuse general powers of attorney for account opening, and compliance requirements differ between institutions. Where the bank is known in advance, have the wording checked with that bank before the document is issued.
When the shareholder is a company
A corporate shareholder requires a further layer of documentation, and it is invariably what determines the timetable:
- Certificate of incorporation or an equivalent official extract, recent.
- Articles of association of the foreign company.
- A board or shareholders' resolution authorising the establishment of the Turkish subsidiary, specifying the capital and the persons authorised.
- Evidence of signature authority for the person signing the resolution and the power of attorney.
- The power of attorney itself, signed by an authorised representative.
Every one of these must be apostilled and translated. Where the foreign company's home jurisdiction issues documents slowly, or where the group's authorised signatories are in different countries, this stage can take weeks — which is why it should begin before anything else.
The order that works
- Decide the structure first — company type, capital, shareholding, who will manage. Changing these after the documents are apostilled means starting again.
- Have the Turkish lawyer draft the power of attorney text and the list of corporate documents required.
- Execute and legalise abroad — consulate, or notary plus apostille.
- Send originals to Türkiye by courier, and scans in advance so preparation can start.
- Translation and notarisation in Türkiye.
- MERSIS entry, trade registry, tax office, social security — days rather than weeks.
- Bank account and capital deposit — for a joint stock company, twenty-five per cent of cash capital before registration.
Note where the time goes. Steps one to five happen abroad and account for most of the elapsed period; steps six and seven happen in Türkiye and are quick.
Decisions to make before drafting
Company type. Limited company: TRY 50,000 minimum capital, no advance blocking, but shareholders are personally liable pro rata for the company's unpaid public debts. Joint stock company: TRY 250,000, twenty-five per cent of cash capital blocked before registration, and a non-managing shareholder is generally not exposed to that liability.
Capital. The statutory minimum is rarely the right figure. Work permit criteria expect at least TRY 100,000 paid-in capital for a newly formed company, and a foreign shareholder with capital of USD 100,000 or more may fall outside the standard employment requirement. Capitalise for the plan, not for the minimum.
Field of activity. It governs what the company may do, including whether it may acquire property, and amending it later requires a general assembly and registration.
Management. A foreign shareholder who will act as manager of a limited company needs a work permit. A shareholder who will not work in the company does not.
Address. A real address is required, and the tax office inspects premises. Virtual office arrangements are accepted in some circumstances and not others; check before committing.
Common failures in remote formations
- A power of attorney drafted abroad in general terms, refused at the registry or the bank.
- Missing apostilles on corporate documents — translated but not legalised.
- A resolution signed by someone whose authority is not evidenced.
- Name inconsistencies between passport, resolution and power of attorney after transliteration.
- Bank refusal because the power of attorney lacks specific banking authority.
- Capital set at the statutory minimum, then found insufficient for a work permit, requiring an increase.
- No substitution clause, so the file stops when the named lawyer is unavailable.
After formation
The company exists and its obligations begin immediately: monthly and quarterly tax declarations, social security filings once there are employees, statutory books kept by a licensed accountant, annual general assembly and registry filings.
A remotely formed company that nobody administers accumulates penalties quickly, and in a limited company those penalties can reach shareholders personally. Appoint the accountant at formation, not at the first filing deadline.
Frequently asked questions
How long does a remote formation take? Days in Türkiye; the timetable is set by document preparation abroad.
Can one power of attorney cover several shareholders? Each grantor issues their own.
Do I need a residence permit? Not to be a shareholder. Working in the company requires a work permit.
Can the company open a bank account without me? Yes, where the power of attorney contains specific banking authority — subject to the bank's compliance requirements.
What if I want to change the structure later? Possible, through general assembly resolutions and registration, with cost and time.
Can I revoke the power of attorney afterwards? Yes, at any time, by an azilname entered in the notarial system.
Should the power of attorney be limited to formation? Enumerate what is needed and include substitution; do not grant broad powers unrelated to the company.
Preparation is the whole job
Remote company formation in Türkiye succeeds or fails abroad, on documents. The Turkish steps are fast, inexpensive and predictable; the documents are where weeks are lost.
Dural Hukuk drafts the power of attorney text, specifies the corporate documents required for the shareholder's jurisdiction, and completes formation, tax and social security registration for clients who never travel to Türkiye. 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. Requirements differ between institutions and jurisdictions; obtain advice before issuing documents.