Ask a Turkish founder what the minimum capital is for a new Dutch company, and the answer tends to surprise them: there isn't one. In practice, a single share of one euro cent will do.

In Türkiye, a joint stock company (A.Ş.) needs at least TRY 250,000 and a limited liability company (Ltd. Şti.) at least TRY 50,000, and companies below those levels have until 31 December 2026 to top up or be deemed dissolved. The Dutch private company (BV) dropped its minimum in 2012.

That one is good news. The expensive ones are words that translate perfectly between Turkish and Dutch company law but mean something different on the other side. Linguists call them false friends.

More people run into them than you might think. According to Invest in Türkiye, citing central bank data, the Netherlands was the largest source of foreign direct investment into Türkiye in 2025, at around USD 2.9 billion. Some of that "Dutch" money is likely Turkish capital held through Dutch holding companies. Those companies are Dutch by law, but they are often run on Turkish instincts.

Here are four that come up again and again.

1. The notary

In Istanbul, "we did it at the notary" usually means the notary certified signatures on a document the parties drafted themselves. Even where a Turkish share sale does involve a notary, such as a limited liability company (Ltd. Şti.) share transfer or the registry filing when a company ends up with a single shareholder, the notary is there to certify, not to transfer.

In Amsterdam, the civil-law notary is a legally trained public official who drafts the deed, checks the chain of ownership and runs their own anti-money-laundering checks on everyone involved. Whether shares in a Dutch private company (BV) are newly issued or sold, nothing happens without a deed executed before a Dutch notary.

Picture a share purchase agreement signed in Istanbul: the money moves, and everyone assumes the deal is done. Under Dutch law, it isn't yet. The agreement gives the buyer a right to the shares. Until the deed is signed, the shares, and the votes and dividends that come with them, stay with the seller.

No deed, no shares.

2. The dividend

Under Turkish law, dividends are the shareholders' call. The general assembly decides how much profit to pay out once the legal reserves are set aside, and, within the Ministry of Trade's rules, can authorise dividend advances (kar payı avansı) during the year. Either way, the question is what the accounts show.

A Dutch BV adds a step. Shareholders resolve on a distribution, but the resolution has no effect until the board approves it, and that goes for every distribution, year-end or interim. The balance sheet still has to allow the payout, but the board's own question looks forward: will the company still be able to pay its debts as they fall due over the coming year or so? If not, the board must refuse.

If the company then cannot pay its debts, a director who knew, or should reasonably have foreseen, that it could not afford the payout is liable to the company for the shortfall, with interest. The same test applies when share premium is paid back.

Turkish directors know an unlawful dividend can come back to them. What catches them out is that the Dutch sign-off is needed every time, and looks beyond the accounts to the year ahead. A founder who is both sole shareholder and sole director has to take two decisions, not one. If the company ever fails and the second one was never taken, or never written down, the bankruptcy trustee will want to know why.

In effect, the director who approves a dividend is signing off on a solvency forecast.

3. The board decision

A Turkish board decides at a meeting or by circulating a written resolution (elden dolaştırma). In practice, the resolution is often drafted after the decision, with the standard line that the board met at the company's head office. In many companies, that line is treated as little more than a formality.

For a Dutch BV, where the company is actually run is a tax fact, on both sides. The BV is Dutch for Dutch tax purposes because it was incorporated there, but the Netherlands still looks at where decisions are taken in practice when it weighs the BV's substance. Türkiye, for its part, can treat a company managed from Türkiye as a Turkish taxpayer, wherever it was incorporated.

So a BV run from Istanbul can end up tax resident in both countries. The treaty between them offers no quick exit: for a company registered in one country and run from the other, it leaves the two tax authorities to agree on an answer. That can take a long time, with no guarantee they will agree.

In a Dutch BV, then, the venue line counts as evidence. Minutes that say Amsterdam do not move a decision that was really made in Istanbul. There is a lot more to say on this, so I'll come back to it in a separate piece.

4. The convertible note

Founders in Istanbul see a convertible as a quick way to take money now and issue shares later. Converting one in a Turkish company, though, has usually meant a full capital increase in which the loan is set off against the new shares: a general assembly to amend the articles, pre-emption waivers from the other shareholders, an expert's or accountant's report on the debt and a trade registry filing.

In a Dutch BV, conversion is simply a share issuance, and most of the corporate work can be done up front. The shareholders can approve the conversion right when the note is signed and deal with pre-emption rights at the same time. On conversion day, it then comes down to one notarial deed, an update of the shareholders' register and a filing with the trade register.

The same term sheet can mean a formality or a small corporate project, depending on which company issues the note. Law No. 7582, in force since June 2026, opens only a narrow door. It carves startups holding the tech startup badge (teknogirişim rozeti) out of the Commercial Code's conditional capital rules, and at the time of writing even they are still waiting for the Ministry's implementing rules. Every other Turkish company still converts the long way.

For most companies, then, it is still one deed in Amsterdam against a full capital increase in Istanbul.

A quick check

Four questions worth asking about your own Dutch company this week:

  • Is every share in the shareholders' register backed by the incorporation deed or a later notarial deed?

  • Is there a written board approval behind every distribution, including share premium repayments?

  • Were the board's decisions actually taken where the minutes say they were?

  • Were the annual accounts filed on time? In a Dutch bankruptcy, filing late means the board is deemed to have mismanaged the company, and that this is presumed to be a major cause of the bankruptcy.

If you're not sure about any of these, it is worth raising with your notary or Dutch corporate adviser now, rather than waiting for a bank, a buyer or a bankruptcy trustee to raise it first.

Over the coming weeks I'll go deeper on substance and on what buyers find at exit.

General information, not legal advice. Views are my own.