Turkey Branch Office

Registration of a Branch

Opening a branch ofice in Turkey is subject to approval from the Ministry of Commerce and Industry. The resolution of the board of directors of the parent company concerning the establishment of a branch office is required to be submitted to the Ministry of Industry and Commerce.

Before opening a branch in Turkey, a foreign company has to assign a fully authorised company representative who is a resident in Turkey.

Registration to the Trade Registry

The following documents are required to be submitted to the Trade Registry Office:

• Director’s resolution concerning the establishment of a branch office in Turkey
• Passport copy of the person authorised to represent and bind the branch (copy of the identity and residence certificate for Turkish citizens)
• A notary certified signature of the persons authorised to represent the branch
• Proxy that will function as a signature circular granted to the authorised representative in Turkey.
• Document from the Chamber of Commerce of the Parent Company

Tax Office - Registration

Registration procedure for a branch is the same as for the companies. Branch offices are not considered as separate legal entities and are closely associated with their parent companies in respect of internal management.

Branch Opening Procedure

The Ministry of Industry and Trade is the permit issuing authority for opening a branch.

An application to open a branch must be submitted to the Ministry signed by the director of the Company. The application to the Ministry Directorate must include:

• Company's title, nationality, date of establishment, address and capital
• Name, nationality and address of the authorised representative residing in Turkey
• Business activities of the branch
• Letter of Commitment in accordance with Article 29 of the Trade Registry Regulation
• All the documents listed in the section below Turkish translations of documents prepared in a foreign language

Trade Registry Office Procedure

Certain documents, including the branch opening permit from the Ministry of Industry and Trade, must be submitted to the Trade Registry Office.

Documents required for Ministry of Industry and Trade permit:

• Company's written confirmation of the decision to open a Branch
• An original copy of the company's Articles of Association
• Establishment and Current Status Documents showing the registration and current legal status of the Company
• A Power of Attorney drawn by the Company in favour of its resident representative, assigning full representation and accountability.

These documents must be apostilled.

Documents required by the Trade Registry Office

• An application in the Turkish language signed by an authorised person
• Branch opening permit obtained from the Ministry of Industry and Trade
• 2 notarised and legalised copies of the Power of Attorney
• Turkish document 'Müzeyyel Beyanname ve ilaný'
• If the branch representative is a Turkish national, a notarised copy of his ID card, if not, a notarised copy of the passport of the foreign authorised representative
• Company signature authority showing the representative's signature specimen and title
• Letter of Commitment in accordance with Article 29 of the Trade Registry Regulation
• A Chamber Registry Declaration Form, obtained from Trade Registry Office

Document and forms required by the Trade Registry Office should be submitted to the Trade Registry Office for the place of the Branch.

Foreign companies whose capital is divided into shares and which are based abroad can open a branch (or branches) in Turkey provided that they get permission from the Ministry of Commerce and Industry.

The following transactions are subject to the approval of the Ministry of Commerce and Industry:

• Opening a branch
• Opening secondary branches linked to the main branch
• Substitution of the company representative based in Turkey
• Changing title, business type, or address of the main branch
• Increasing the branch’s capital

Before starting all transactions so as to open a branch in Turkey, a foreign company has to assign a fully authorised company representative who is a resident in Turkey.

The following documents are to be submitted to the Directorate General of Domestic Trade of the MoCI:

The petition has to be stamped by the company or signed by the authorised representative and is to include the following information:

• Title of the company
• Date of establishment of the company
• Nationality of the company
• Amount of Capital of the company
• Name, nationality and address of the authorised representative residing in Turkey
• A letter of commitment which pledges that the authorised representative shall obey all relevant regulations and laws for activities in Turkey
• Address of the branch
• Field(s) of activity of the branch

This document is to prove that the decision with regard to the opening of a branch in Turkey has been made by the authorised organ(s) of the company. Both an original copy of the document and its Turkish translation are attached to the petition.

An original copy of the company’s Articles of Association and its Turkish translation are to be attached to the petition.

An Establishment Document which shows where the company was established, when it was established and on which country’s law system it was based, and a Current Status Document showing that the company is still active are to be prepared. One original copy and a Turkish translation of each document have to be attached to the petition.

A Power of Attorney assigning the company’s fully authorised representative who resides in Turkey has to be prepared and should show that:

• The representative shall carry out the activities defined in the company’s Articles of Association
• The representative shall represent the company
• The representative shall represent the company in all possible cases which may stem from the Branch’s future activities to take place in Turkey’s courts as a defendant, claimant or third party
• The representative shall assign someone else to his/her post equipped with the same power he/she had before in case he/she is to temporarily stay abroad
• The representative shall be authorised to assign new representatives in case any subordinates are opened in the future

An original copy and a translated version of the Power of Attorney are to be attached to the petition.

The documents are to be

• Ratified by a Notary Public and then to be legalised by the Turkish Consulate General in the country where the company is based or

• The petition in Turkish language has to be prepared and signed by an authorised person.

In case a representative is used, the original copy of the power of attorney in Turkish language (or a legalised copy of the Power of Attorney) is also to be attached.

Please make sure that all the documents attached are properly listed on the petition.

Five copies of the Establishment Petition and Notice Form (‘Kurulus Dilekçesi ve Bildirim Formu’ in Turkish) are prepared and signed by the authorised person.

Two legalised/notarised copies of the Power of Attorney which assigns the company representative based in Turkey are to be submitted.

The MoCI’s letter that approves the opening of the branch is also to be attached to the Petition.

The MoCI is supposed to hand over special documents called ‘Müzeyyel Beyanname ve ilani’ to the company. These documents are also to be attached to the petition.

If the authorised person in charge of the branch is a Turkish national, a notarised copy of his ID card is to be attached to the petition. Otherwise, a notarised copy of the passport of the authorised person is needed.

The authorised person’s notarised signature circulars which also show the title of the person at the branch have to be attached to the petition.

A letter of commitment which emphasised that all the information conveyed is true is prepared and signed by the authorised persons.

A Chamber Registry Declaration Form (Oda Kayit Beyannamesi) can be obtained from the relevant Trade Registry Office. The form has to be filled out and the passport photos of the person(s) in charge of the branch should be affixed to that form.

Branch Office

A branch’s obligations are not limited to the branch’s capital, but it is limited to its parent company’s assets. Branch offices are managed by a fully authorised commercial representative residing in Turkey.