Sole proprietorship vs Ltd. vs A.Ş.; setup steps; VAT, withholding, social security; e-invoice and cash registers.
9 min read · Updated 2026-09-05
| Sole proprietorship | Limited (Ltd.) | Joint-stock (A.Ş.) | |
|---|---|---|---|
| Setup | 1-2 days, ₺3-10k | 2-5 days, ₺25-45k | 2-5 days, ₺35-65k |
| Minimum capital | none | ₺50,000 | ₺250,000 |
| Liability | unlimited (personal assets) | limited for commercial debts; partners liable pro rata for tax/social security | shareholders not liable for public debts (board members are) |
| Tax | income tax 15-40% | corporate 25% + 15% withholding on distribution | same |
| Investor entry | hard | possible, notary + registry | easy; required for angel tax incentive |
| When | single founder, small budget, young founder under 29 | partners or a loan | investor round, multi-unit, franchise HQ |
First-time sole proprietors under 29 get a 3-year income-tax exemption and one year of social security support.
VAT return (monthly), withholding and social security declaration (monthly), advance tax (quarterly), annual income/corporate return (March/April). Accountant fees for an 8-15 employee Ltd. run ₺8-15k a month.
Food service carries 10% VAT, alcoholic beverages 20%. Input VAT (fit-out and equipment 20%; food 1-10%) is offset against sales VAT; investment VAT is recovered over 6-14 months. Rent paid to a private landlord carries 20% withholding; so do payments to accountants, architects and lawyers.
Every sale needs a receipt. e-Invoice becomes mandatory above ₺3 million annual revenue; for sales via your own site or platforms the threshold is ₺500k. Working with an e-invoice integrator from day one avoids a painful migration.
The entrepreneur support programme (NACE 56 eligible) requires entrepreneurship training before incorporation; the grant part is limited and the process takes 3-9 months. Do not count these as cash in the base case. The young-entrepreneur tax exemption, İŞKUR on-the-job training and the 5-point social security discount are more tangible.
With partners, sign a shareholders' agreement in addition to the articles: capital and sweat-equity shares, profit distribution, decision authority, exit and share buy-back, non-compete.
Answer the questions; get your 36-month projection and investor deck.
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