Establishing Companies in Turkey: Your Gateway to Business and Citizenship

Unlock a world of opportunity by establishing your company in Turkey. With its strategic location, growing economy, and welcoming business environment, Turkey presents an attractive destination  for entrepreneurs  and investors alike.

But where do you start? This comprehensive guide provides a roadmap to navigate the company formation process, legal requirements, and key considerations.

Step-by-step procedures: We’ll walk you through each stage, from selecting the right business entity to registering with relevant authorities.  Clear and concise: Understand the essential documentation, capital  requirements, and legal steps involved.

More than just business: Explore the exciting prospect of Turkish citizenship by investment.  Discover how establishing a company in Turkey can pave the way for citizenship and its associated benefits.

Don’t go it alone: Serka Law’s experienced lawyers are here to guide you every step of the way. Ensure registration of a company is smooth, compliant, and sets you on the path to success.

Company Formation Procedures in Turkey

Starting a business in Turkey involves navigating several procedures to ensure legal compliance and operational readiness. Here’s an overview of the company formation process:

  • Name Search: The first step is conducting a name search to ensure the availability and uniqueness of your company name. This search can be done through the Central Registration System (MERSIS).
  • Drafting Articles of Association: Once the name is secured, you’ll need to draft and notarize the articles of association. These documents outline the company’s purpose, structure, and management.
  • Capital Deposit: Opening a bank account and depositing the minimum required capital is essential for company registration. The capital  requirements vary depending on the type of business entity.
  • Obtaining Licenses and Permits: Depending on the nature of your business activities, you may need to obtain specific licenses and permits from relevant authorities. This could include  industry-specific permits or general business licenses.
  • Registering with Trade Registry Office: Finally, you’ll need to register your company with the trade registry office (ticaret sicil müdürlüğü) in the province where your company will operate. This step formalizes your company’s legal existence.

Legal Requirements and Documentation for Company Registration  in Turkey

To register a company in Turkey, certain legal requirements must be met, and specific documentation is necessary:

  • Articles of Association: These documents outline the company’s purpose, structure, and management. They must be drafted in accordance with Turkish commercial law and notarized.
  • Identification Documents: Shareholders and directors must provide identification documents, such as passports or identity cards, to verify their identities.
  • Proof of Capital Deposit: Evidence of the initial capital deposit into the company’s bank account is required. This could include  bank statements or confirmation letters from the bank.
  • Notarized Signatures: Signatures of company representatives on official documents must be notarized to ensure their authenticity.
  • Lease Agreement: A lease agreement for the company’s registered address is necessary for registration purposes. This document proves that the company has a physical presence in Turkey.

Types  of Business Entities in Turkey

Turkiye offers various business entity types, each with its advantages and legal implications:

  • Limited Liability Company (LTD): LLCs are commonly chosen by small to medium- sized enterprises due to their simplicity and flexibility.
  • Joint Stock Company (A.Ş.): JSCs are suitable for larger enterprises seeking to raise capital  through public offerings.
  • Branch Office: Foreign companies can establish branch offices in Turkey to conduct business activities without forming a separate legal entity.
  • Liaison Office: Liaison offices serve as representative offices for foreign companies and are limited to non-commercial activities such as market research and promotion.
  • Cooperative: Cooperatives are collective enterprises owned and operated by their members, with profits distributed among members based on their participation.

Taxation  and Financial Considerations for New Companies

Understanding the taxation and financial aspects is crucial for new companies in Turkey:

  • Corporate Income Tax: Turkey imposes corporate income tax on the worldwide income of resident companies. The standard corporate tax rate is 25%.
  • Value-Added Tax (VAT): VAT is levied on the sale of goods and services in Turkey at various rates, ranging from 1% to 18%.
  • Social Security Contributions: Employers are required to make social security contributions on behalf of their employees, covering healthcare, retirement, and unemployment insurance.
  • Financial Reporting: Companies must comply with Turkish accounting standards and prepare annual financial statements audited by certified public accountants.

Franchise Opportunities and Regulations

Franchising offers a popular entry point for businesses in Turkey:

  • Disclosure Requirements: Franchisors must provide potential franchisees with a disclosure document containing key information about the franchise system.
  • Franchise Agreement: The franchise agreement governs the relationship between the franchisor and franchisee and typically includes terms related to fees, territory, and intellectual property rights.
  • Intellectual Property Protection: Franchise brands and intellectual property must be adequately protected to prevent unauthorized use and infringement.

Benefits of Establishing a Company in Turkey

Establishing a company in Turkey offers several benefits:

  • Access to a Growing Market: Turkey’s population of over 80 million offers a large and diverse consumer market with increasing purchasing power.
  • Strategic Location: Situated at the crossroads of Europe, Asia, and the Middle East, Turkey provides strategic access to regional and international markets.
  • Investment Incentives: The Turkish government offers various incentives and support programs to attract foreign investment, including tax incentives, grants, and subsidies.

Post-Formation Obligations and Compliance

After company formation, ongoing obligations and compliance requirements include:

  • Annual Reporting: Companies must file annual tax returns and financial statements with the relevant authorities.
  • Renewal of Licenses: Business licenses and permits must be renewed periodically to remain valid.
  • Labor Law Compliance: Employers must comply with labor laws related to employment contracts, working hours, and employee benefits.
  • Corporate Governance: Maintaining proper corporate governance practices ensures transparency and accountability in company operations.

Key Takeaways of Establishing Company

  • Proper Planning: Thorough planning and preparation are essential for successful company establishment in Turkey.
  • Compliance: Adhering to legal and regulatory requirements is crucial to avoid penalties and legal issues.
  • Professional Assistance: Seek guidance from experienced company lawyer and consultants familiar with Turkish business laws and practices.
  • Continuous Monitoring: Stay informed about changes in regulations and market conditions to adapt your business strategy accordingly.

Legal and Administrative Process

Navigating the legal and administrative process of set up company in Turkey requires:

  • Trade Registry Procedures: Familiarize yourself with the steps involved in registering your company with the trade registry office.
  • Tax Registration: Obtain a tax identification number and register with the tax authorities to fulfill your tax obligations.
  • Employment Laws: Understand labor laws and regulations governing hiring, termination, and employee rights.
  • Intellectual Property Protection: Safeguard your intellectual property rights through registration and enforcement measures.

Business Entity Types

Choose the most suitable  business entity type based on factors such  as liability, taxation, and operational requirements:

  • Limited Liability Company (LTD): Ideal for small to medium-sized enterprises with limited liability protection for shareholders.
  • Joint Stock Company (A.Ş.): Suitable for larger enterprises seeking to raise capital through public offerings.
  • Branch Office: Allows foreign companies to establish a presence in Turkey without forming a separate legal entity.
  • Liaison Office: Represents the interests of foreign companies in Turkey without engaging in commercial activities.
  • Cooperative: Collective enterprises owned and operated by their members, promoting cooperation and mutual benefit.

Compliance with Labor Laws,  Tax, Accounting, and Financial Reporting Regulations

Ensure compliance with various legal and regulatory requirements applicable to businesses operating in Turkey:

  • Labor Laws: Adhere to employment regulations regarding contracts, wages, working hours, and employee benefits.
  • Taxation: Fulfill tax obligations, including corporate income tax, VAT (KDV), and social security contributions.
  • Accounting Standards: Maintain accurate financial records and prepare annual financial statements in compliance with Turkish accounting standards.
  • Financial Reporting: Submit annual financial statements to regulatory authorities and undergo external audits as required.

Preparedness and Planning

Effective preparedness and planning are essential for overcoming  challenges and seizing opportunities  in the Turkish market:

  • Market Research: Conduct thorough market research to understand consumer preferences, competition, and industry trends.
  • Budgeting: Develop a detailed budget outlining anticipated expenses and revenue projections to guide financial management.
  • Risk Management: Identify potential risks and develop strategies to mitigate them, such as diversifying suppliers or purchasing insurance.
  • Contingency Planning: Prepare contingency plans to address unforeseen events or disruptions to your business operations.

Common Pitfalls  to Avoid in Company Establishment

Learn from the mistakes of others to streamline the company establishment process and minimize risks:

  • Inadequate Legal Due Diligence: Conduct comprehensive legal due diligence to identify potential legal issues or liabilities before they arise.
  • Poor Financial Planning: Develop realistic financial projections and secure adequate funding to support your business growth and operations.
  • Non-Compliance with Labor Laws: Ensure compliance with labor laws to avoid costly fines, lawsuits, or reputational damage.
  • Cultural Sensitivity: Respect cultural norms and business etiquette in Turkey to build trust and foster positive relationships with clients, partners, and employees.

For expert guidance and assistance in establishing your company in Turkey, contact Serka Law’s lawyers.

FAQ

The duration for registering a company in Turkey can vary depending on various factors, including the type of business entity chosen and the efficiency of the registration process. On average, it may take between two to four weeks to complete the company formation procedures and obtain all necessary permits and licenses. However, it’s essential to note that certain circumstances, such as additional document requirements or delays in bureaucratic processes, could extend the registration timeline.

Foreign-owned companies operating in Turkey are subject  to various tax implications, including corporate income tax, value-added tax (VAT), and social security contributions. Corporate income tax is levied on worldwide income  at a standard  rate of

22%, while VAT rates range from 1% to 18% depending on the goods or services provided. Additionally, foreign-owned companies must comply with Turkish tax regulations  and reporting requirements, which may differ from those in their home countries. Seeking advice from tax professionals familiar with Turkish tax laws is advisable to ensure compliance and optimize tax efficiency.

Yes, it is possible to registration company in Turkey remotely without physically being present in the country. However, certain steps and requirements must be met to facilitate remote company formation. These may include  appointing a legal representative  or power of attorney holder in Turkey to act on your behalf during the registration process, as well as ensuring proper documentation and compliance with all legal and regulatory requirements. Engaging the services of experienced legal professionals familiar with Turkish company formation procedures can help streamline the process and ensure smooth remote establishment of your company.

Franchising in Turkey offers several advantages for both franchisors and franchisees. For franchisors, expanding into the Turkish market through franchising allows for rapid market penetration and brand visibility without significant capital  investment. Franchisees benefit from the established brand reputation, proven business model, and ongoing support and training provided by the franchisor. Additionally,  franchising offers a relatively low-risk entry into the Turkish market compared to starting a business from scratch. Moreover, franchising provides opportunities for local entrepreneurship and job creation while contributing to economic growth and development.