-Limited Company Branch Opening
Required Documents
1) Documents to be obtained from the registry office where the Headquarters of the Company is registered (Article 120 of the TSY);
a) A certified copy of the company contract with its amendments, if any, (TSY Article 120 / c – 1 set original). In accordance with .C the letter dated 16.07.2020 and numbered 50035491-431.04-E-00055737950 of the General Directorate of Internal Trade of the Ministry of Trade, a certified copy of the company contract will not be requested if the Company contract (together with its amendments) is accessed from the advertisements published electronically on the Turkish Trade Registry Gazette.
2) Petition for New Registration
3) Declaration of Legal Person Registration for registration in the Chamber
4) 2 photographs of the branch manager(s)
5) Signature copy/signature declaration of the branch manager(s) (In the event that there is no signature record kept in the databases by public institutions and organizations or if the record cannot be obtained, the signatures of the relevant persons shall be given to the directorate by having them physically notarized or by making a written declaration at any Trade Registry Directorate.) (1 original)
6) Minutes of the General Assembly Meeting notarized for the opening of the branch (1 original – 1 photocopy)
-In companies with a single shareholder, the shareholder or his representative who is present at the meeting must also sign the minutes of the meeting. (Article 26 of the Regulation) .
-In companies with a single shareholder (Change: OG-9/10/2020-31269), it is sufficient to be elected as the Chairman of the Meeting and there is no need to elect a Minutes Registrar or Vote Collection Officer. In addition, if the minutes registrar and the vote collection officer are not elected, their duties shall be performed by the chairman of the meeting. (Article 14 of the regulation)
7) If the General Assembly Decision is taken, the List of Persons Present (-1 original). In companies with single shareholders (Change: OG-9/10/2020-31269), it is not obligatory to prepare a list of those who can attend the general assembly meeting. (Article 14 of the Regulation)
8) Notarized power of attorney if there is participation by proxy. In order for the shareholders of the company to be represented at the meeting through their representatives, the power of attorney must be issued in a notarized manner. (Regulation Article 18/7)
9) If the General Assembly Decision has been taken; Agenda Decision in Called General Assemblies (-1 photocopy)
10) If the General Assembly Decision has been taken; Photocopies of the registry gazette in which the agenda is published in the called general assemblies and photocopies of the registered shipments with return receipts
11) For branches whose opening is subject to the permission or appropriate opinion of the Ministry or official institutions, this permission or appropriate opinion letter
12) Written declarations of non-partner branch managers that they accept this duty
-Opening of Joint Stock Company Branch;
Required Documents
1) Documents to be obtained from the registry office where the Headquarters of the Company is registered (Article 120 of the TSY);
a) A certified copy of the company contract with its amendments, if any, (TSY Article 120 / c – 1 set original). In accordance with .C the letter dated 16.07.2020 and numbered 50035491-431.04-E-00055737950 of the General Directorate of Internal Trade of the Ministry of Trade, a certified copy of the company contract will not be requested if the Company contract (together with its amendments) is accessed from the advertisements published electronically on the Turkish Trade Registry Gazette.
2) Petition for New Registration
3) Declaration of Legal Person Registration for registration in the Chamber
4) 2 photographs of the branch manager(s)
5) Branch manager(s)
Signature copy/signature statement of the branch manager(s) (In the event that there is no signature record kept in the databases by public institutions and organizations or if the record cannot be provided, the signatures of the relevant persons shall be submitted to the directorate by having them physically notarized or by making a written statement at any Trade Registry Directorate. ) (1 original)
6) Regarding the opening of the branch; notarized Board of Directors Branch Opening Decision (1 original – 2 photocopies)
7) For branches whose opening is subject to the permission or appropriate opinion of the Ministry or official institutions, this permission or appropriate opinion letter
8) Written declarations of branch managers who are not members of the board of directors that they accept this duty
Conditions for opening a liaison office in Turkey:
The opening of a liaison office by foreign companies in Turkey is evaluated within the following conditions in accordance with the paragraph (h) of Article 3 of the Foreign Direct Investments Law No. 4875 and the Implementing Regulation of the Foreign Direct Investments Law published in the Official Gazette dated 20/08/2003 and numbered 25205 and amended by the legislation published in the Official Gazette dated 03/07/2012 and numbered 28342.
These conditions are as follows.
- The permission granted is granted to carry out “Market Research”, “promotion of products and services of the foreign Company”, “Technical Support” and “Communication and Information Transfer” activities. The liaison office shall not operate outside these areas and shall not engage in commercial activity in any way.
- All office expenses will be covered by convertible money to be sent by the foreign company located abroad.
- Within one month at the latest following the actual opening of the office and the commencement of its activities, the certificate of registration with the tax office and a legible copy of the lease agreement related to the office shall be sent to the General Directorate. In the event that the address of the office, the title of the office officer(s) or the foreign company affiliated with it changes, the said change shall be notified to the General Directorate within one month at the latest after its realization, together with the lease agreement showing the new address, the certificate of authorization for the newly appointed person or the document/documents related to the change of title.
- Starting from the year following the permitted year, at the latest by the end of May, the activities of the office in the past year shall be sent to the General Directorate together with the other information and documents specified in the form by filling out the Information and Form on the Activities of Annex-4 Liaison Offices, a copy of which is included in the annex to the said Regulation and a copy of which is submitted in the annex to our letter. In case of non-submission of this form and the documents, the request for the extension of the period of the liaison office will not be taken into consideration and the activity permit may be canceled ex officio.
- The request for the extension of the duration of the liaison office will be evaluated within the framework of the activities of the office in the past year, the business plan and objectives of the foreign company for the future in Turkey, the current and projected amount of expenditure, the number of personnel employed, the nature of the activity to be carried out by the liaison office and other issues that may be relevant.
- The compliance of the activities of the Bureau with the legislation, the subject of activity specified in the permit and the conditions stated above may be audited by the Ministry ex officio or upon written notifications of the relevant institutions and organizations. As a result of the audit, if it is determined that the legislation and the above-mentioned conditions are not complied with, the sanctions stipulated in the legislation will be applied. The activity permit of the liaison office that is found to be carrying out commercial activities in the said audits will be canceled and notified to the relevant authorities.
- In the event that the office terminates its activities, the work stoppage-poll slip to be obtained from the relevant tax office for the closure process will be sent to the General Directorate. Offices cannot request a transfer, except for the balance formed as a result of closing and liquidation.
Fields of Activity
- Market research
- Promotion of products and services of a foreign company
- Representation and hospitality (Representation of foreign companies before sectoral organizations and related organizations, coordination and organization of business contacts of foreign company officials in Turkey, meeting the office usage needs of these people)
- Control, supervision and supplier supply of suppliers in Turkey in terms of quality and standards (Auditing of the companies that are produced on behalf of the foreign company within the framework of the quality standards of the foreign company, the provision of the product and manufacturer demands of the foreign company)
- Technical support (Providing training or technical support to distributors, providing support services to supplier manufacturers to increase quality standards)
- Communication and information transfer (Collection and transfer of information on market developments, consumer trends, sales situations of competitor companies and distributors, performance of the distributor company, etc. to be transmitted to the foreign company in business relationship with Turkey)
- Regional management central (Stranger Company, other Countries units For as, investment and management Strategies Creation, Planning, Promotion, sale, sale Post Services, brand Management, financial management, technical support, AR-GE- external Supplynew Developed Products test To, labaratuvar Services, research and Analysis, Employees Training like Activities For Coordination and management Service Providing)
- Other (In case of activity in a field other than the areas mentioned above, specify the subject of activity in detail)
- Information and documents encouraging each activity specified in the Annex 4 Form shall be submitted together with the form.
- When filling out the expenditures part of the form, the average dollar rate of the declaration year will be taken as the basis, maximum care will be taken to declare the expenditures in a way that reflects the reality, that the Ministry may request information and documents to prove the expenditures when it deems it necessary, and that it has the authority to assign the audit units. (The dollar amount corresponding to each expenditure item will be calculated at this rate and written against the relevant expenditure item on the form)
- With Annex 4, a signed bank letter will be sent stating that the expenses of the bureau for the past year are covered by the parent company abroad with convertible money sent from abroad. (The name of the parent company abroad must be specified on behalf of the Turkish liaison office, the year of transfer of the foreign currency sent, and the total amount of foreign currency transferred during that year. Statements regarding account movements, transfers made on behalf of individuals instead of office accounts, DAB or receipts, etc. will not be accepted under any circumstances)
Annex-4 Issues to be Considered During the Preparation of the Form and Notification to the Ministry
- The form must be completed completely and signed by the liaison office officer. (The forms will be sent to the ministry by mail with contact information and the petition attached to the authorized signature. The contact address of the Ministry is available on its website. No fees or fees will be paid at the time of application.
- In the “General Information” section of the form, the “Field of Activity” will be written by selecting the subject of activity of the parent company abroad from Annex 5 List KOD4.
- Code 4 can be accessed from the Annex 5 list that will come when the “Foreign Direct Investments Law Implementation Regulation” is selected in the “International Direct Investments Legislation” link under “Legislation” at the address www.ekonomi.gov.tr.
- The field of activity of the liaison office will be selected from among the following 8 fields of activity and will be specified in the Annex 4 form. (It is possible to select more than one activity. During the selection, the activity issues specified in the “Establishment Permit” or “Extension of Time” articles will be taken into consideration.)
Source : Ministry of Economy, General Directorate of Incentive Implementation and Foreign Capital