OPENING A BRANCH IN TURKEY FOR FOREIGN COMPANIES
In order that foreign joint stock companies which have their headquarters abroad carry out business in Turkey by means of opening a branch, they need to apply to Ministry of Trade, Directorate General of Domestic Trade.
Procedures in relation to foreign companies are gathered under the following main topics:
- Opening a branch
- Opening sub-branches affiliated to the main branch
- Changing the representative in Turkey
- Changing the title, field of activity and address
- Increasing the capital of the branch
- Liquidation (closing) of the branch
Information regarding these procedures are given below respectively.
Opening a branch
If foreign companies want to open a branch in Turkey, first they need to appoint a fully authorized representative who is domiciled in Turkey (has residency permit) and apply to the Directorate General of Domestic Trade at the Ministry of Industry and Trade with the following documents.
1) Petition (Written by the company or the representative including the following information)
a) Title of the company
b) Establishment Date
e) Name, surname, address and nationality of the representative in Turkey
f) Guarantee indicating that the representative shall comply with the provisions of law and legislation in his/her activities within the borders of the Republic of Turkey
g) Address of the branch
h) Field of activity of the branch
i) Capital of the branch
2) The decision of the competent body of the company in relation to opening a branch (one original and one translated copy)
3) Articles of Association (one original and one translated copy)
4) Certificate of incorporation which includes records in relation to where, when and according to which jurisdiction the company was established and certificate of activity which indicates that the company still carries out its activities (one original and one translated copy)
5) Power of Attorney for the representative in Turkey (Two original and two translated copies including especially the following matters in addition to other matters which may be required)
a) Performing the duties specified in the Articles of Association
b) Representing the company
c) Representing the company at all courts in the capacity of claimant, defendant and third party in any lawsuits which may be filed in relation to the activities of the company
d) Appointing an agent with all the authorities he/she may have in case that he/she leaves Turkey temporarily
e) Indicating that he/she is authorized to appoint agents to sub-branches to be opened as affiliated to the main branch
documents specified in articles 2, 3, 4 and 5 must be certified by the notaries in the country that the Company is subject to and the Turkish Consulate in such country or the Ministry of Foreign Affairs in Turkey or in accordance with the provisions of “Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents” which was drawn up within the framework of The Hague Conference on Private International Law and Turkish translations of such documents certified by the Notary Public must also bear such certifications.
Opening Sub-branches Affiliated to the Main Branch
In the event that foreign companies which have already opened branch in Turkey want to open other branches in or outside the province where the first branch was opened, they need to apply to the Directorate General of Domestic Trade at the Ministry of Industry and Trade with the following documents and obtain the necessary permit for these branches.
1) Power of Attorney to be given by the Company Headquarters or the Representative in Turkey (two copies; original copy and the notarized translation)
2) If the agent is foreign national, residence permit (one notarized copy)
Changing the Representative in Turkey
Foreign companies may open branches and carry out business in Turkey only if they appoint a fully authorized agent who is domiciled in Turkey. In the event that this agent resigns or is discharged by the company, etc., these companies need to appoint at least one agent with the same qualifications instead of the agent who resigned or was discharged.
In the event of changing or increasing the number of agents, the documents to be submitted to the Directorate General of Domestic Trade at the Ministry of Industry and Trade are listed below:
2) In addition to the matters included in opening branch article, power of attorney specifying that the authorities previously granted to the agent who resigned or was discharged are revoked ((two copies; original copy and translation)
3) If the agent in Turkey is foreign national, notarized residence and work permit
Changing the title, field of activity and address
• Branches of the foreign companies must use the title of their headquarters by adding the names of the places where the headquarters and the branch are located. In the event that the title of the company headquarter is changed, the title of the branch must be changed as well.
• Documents to be submitted to the Ministry for changing the title are listed below:
1) The decision of the competent body of the company to change the title (two copies; original copy and translation)
2) Certificate to be obtained from authorized institution indicating that the title change of the company was registered or certified (two copies; original copy and translation)
- Documents to be submitted to the Directorate General of Domestic Trade at the Ministry of Industry and Trade in order to change the field of activity of the branch are listed below:
Decision of the competent body of the company (two copies; original copy and translation)
- In the event that the address is changed within the authority of the trade registry office, this change needs to be registered directly in the trade registry and notified to the Directorate General of Domestic Trade at the Ministry of Industry and Trade; in the event that the branch is transferred to another place in the authority of another trade registry office, an application shall be submitted to and a permit shall be obtained from the Directorate General of Domestic Trade at the Ministry of Industry and Trade with the original copy of the decision of the competent body of the company and translation of such document.
Increasing the capital of the branch
In the event that it is decided to increase the capital allocated to the branch, application shall be made to the Ministry with the following document for permit.
1) The decision of the competent body of the company (two copies; original copy and translation)
2) In the event that capital increase is provided from the internal resources of the branch, report from sworn-in certified public accountant
Liquidation of the Company
In the event that it is decided that the branch is closed, the decision of the competent body of the company and the two original and translated copies of the power of attorney to be given to the liquidator shall be submitted to the Directorate General of Domestic Trade at the Ministry of Industry and Trade. Such decision shall clearly specify the name, surname, residence address of the person or persons to be appointed for liquidation of the branch and the address at which the liquidation shall be carried out.
What needs to be known is that the announcement and statement which are issued by the Directorate General of Domestic Trade at the Ministry of Industry and Trade and sent to the branch or agent must be registered by the related trade registry office and announced in the Turkish Trade Registry Gazette and at least one local newspaper and one copy of the newspapers containing the announcement must be submitted to the Directorate General of Domestic Trade at the Ministry of Industry and Trade.