The joint stock company is Türkiye's corporate form for businesses that intend to grow, employ, raise capital or eventually be sold. It costs more to establish than a limited company, requires a quarter of its cash capital to be blocked before registration, and carries a more formal governance structure. In exchange it offers something the limited company cannot: shareholders who are insulated from the company's unpaid public debts. This article explains the mechanics and the trade.
The framework
A joint stock company (anonim şirket) is a capital company under the Turkish Commercial Code No. 6102, with capital divided into shares and shareholders liable only for their subscribed capital. It may be formed by a single shareholder, and there is no maximum. Foreign nationals may hold all the shares and sit on the board.
Since 1 January 2024 the minimum capital is TRY 250,000. Companies adopting the registered capital system, if not publicly held, must have initial capital of at least TRY 500,000. Companies formed before 2024 below these figures must comply by 31 December 2026 or be deemed dissolved.
The blocking requirement
Twenty-five per cent of cash capital subscribed must be paid into a bank account and blocked before registration. The bank issues a confirmation, which is filed with the registry, and the block is released after the company is registered. The remaining seventy-five per cent is payable within twenty-four months.
On a TRY 250,000 company that means TRY 62,500 must be available before the company exists. Two practical points follow.
First, this is a cash-flow requirement rather than a cost — the money belongs to the company and is released on registration. Second, it takes time: opening the account, transferring funds from abroad, and obtaining the confirmation are sequential steps, and an investor who leaves them to the last week delays the whole formation.
Capital contributed in kind — property, equipment, intellectual property — is possible but requires valuation and a court-appointed expert report, adding materially to the timetable.
Governance
A joint stock company is managed by a board of directors, which may consist of a single member. Directors need not be shareholders and need not be Turkish nationals or residents.
The formalities are heavier than in a limited company:
- an ordinary general assembly each year within three months of the financial year end;
- a ministry representative attending certain general assemblies;
- board resolutions recorded in a resolution book;
- a share ledger maintained;
- registry filings for changes to the board, capital, articles or address.
Investors sometimes describe this as bureaucracy. It is also what makes the structure legible to a buyer, an investor or a lender — which is the point of choosing it.
The liability difference
This is the substantive reason to choose a joint stock company.
In a limited company, shareholders are personally liable, pro rata to their shareholding, for the company's unpaid public debts — taxes and social security contributions — where those cannot be collected from the company.
In a joint stock company, a shareholder who is not a director does not carry that liability. Their exposure is limited to their subscribed capital.
Directors, however, do carry liability for public debts arising during their management. A foreign investor who wants the protection and also wants to work in the company should think carefully about who sits on the board — the protection is lost by the person who takes the board seat.
For any business that will carry payroll, VAT and corporate tax of real size, this difference is worth far more than the TRY 200,000 gap in minimum capital.
Shares and exit
Share transfer is simpler than in a limited company. Shares may be transferred by agreement and, where certificates have been issued, by endorsement and delivery, without the notarial formality and general assembly approval that a limited company requires. Articles of association may restrict transfers, and restrictions should be reviewed before investing.
The tax position is also more favourable. Gains on the sale of shares represented by certificates may be exempt from income tax where the shares have been held for more than two years. Issuing share certificates is a straightforward step that is frequently overlooked and that materially affects the tax outcome on exit.
Investors planning to sell a stake should raise this at formation, not at the point of sale.
Audit
Independent audit applies where thresholds relating to total assets, revenue and employee numbers are exceeded. The thresholds are revised, and a growing company can cross them without noticing.
Companies in certain regulated sectors are subject to audit regardless of size. Where a business plans to raise external capital, an audit is usually expected in any event.
Choosing between the two forms
| Limited | Joint stock | |
|---|---|---|
| Minimum capital | TRY 50,000 | TRY 250,000 |
| Capital before registration | None blocked | 25% of cash capital blocked |
| Shareholders | 1–50 | 1 or more |
| Management | Managers, one a shareholder | Board of directors |
| Public debt liability | Shareholders, pro rata, personally | Non-director shareholders: none |
| Share transfer | Notarial, assembly approval, registration | Agreement; endorsement where certificated |
| Tax on share sale | Taxable | Exemption possible after two years |
| Formalities | Lighter | Heavier |
| Suits | Small service businesses | Operating businesses, payroll, investment |
Work permits
The same criteria apply as to any employer: generally five Turkish citizens employed per foreign employee, with the requirement applied to a foreign shareholder over the latter part of the first permit year; paid-in capital of at least TRY 100,000 for a newly formed company; alternative financial criteria for ongoing operations; and a possible exception where a foreign shareholder holds capital of USD 100,000 or more.
A joint stock company formed at TRY 250,000 with capital genuinely paid in is comfortably above the capital threshold, which is a practical advantage where foreign staff are planned.
One point specific to this form: a foreign director who is resident abroad and does not work in Türkiye falls outside the work permit requirement. This is a real and legitimate structure for a group appointing an overseas executive to the board, and it does not extend to a director who is in fact working in Türkiye.
Frequently asked questions
Can one person form a joint stock company? Yes, a single shareholder and a single director are permitted.
When is the blocked capital released? After registration, on presentation of the registry documents to the bank.
Must directors be resident in Türkiye? No. A director resident abroad who does not work in Türkiye does not need a work permit.
Do I have to issue share certificates? Not obligatory, but it affects the tax treatment of a future sale. Take advice early.
Can I convert a limited company into a joint stock company? Yes, by a procedure with its own cost and timetable.
Is an audit required? Where thresholds are exceeded, or in regulated sectors.
Can the company own property? Yes, subject to Article 36 of Law No. 2644 and the company's field of activity.
Structure for where the business is going
The choice between company forms is not about size at formation but about exposure and exit. A business that will employ people, carry tax liabilities and perhaps be sold is better served by a joint stock company from the outset than by a limited company converted later under pressure.
Dural Hukuk advises on structure and capitalisation, forms companies under power of attorney for investors abroad, prepares articles of association and shareholder arrangements, and handles work permits and corporate compliance. 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 or tax advice. Capital thresholds and audit criteria change; verify the current position before proceeding.