Opening a Company Branch

Opening a company branch in Turkey

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 (MoCI).

The following transactions are subject to the approval of the MoCI:

• 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,
• Closing down/liquidation of the branch

Getting permission from the MoCI

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.

Next, the following documents are to be prepared and submitted to the Directorate General of Domestic Trade of the MoCI (addressed “Sanayi ve Ticaret Bakanligi, Iç Ticaret Genel Müdürlügü Eskisehir Yolu 7. Km. Ankara Turkey”):

A petition

The petition has to be stamped by the company or signed by the authorised representative and is to include the following information (Annex 3 )

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 reprentative shall obey all relevant regulations and laws for activities in Turkey
Address of the branch
Field(s) of activity of the branch

The documents listed below are to be attached to the petition.

The company’s relevant organ’s decision on the issue

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.

The Articles of Association

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

Establishment and Current Status Documents

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.

Power of Attorney for the representative based in Turkey

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.

Ratification of the documents

The documents listed 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
• apostilled in line with the CONVENTION ABOLISHING THE REQUIREMENT OF LEGALISATION FOR FOREIGN PUBLIC DOCUMENTS (http://www.hcch.net/e/conventions/text12e.html)

Submission of the following documents to the Trade Registry Office of the province where the branch will be based

Establishment Petition and Notice Form

The petion in Turkish language has to be prepared and signed by an authorised person (Annex 1)

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.

Power of Attorney

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

The MoCI’s approval letter

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

Special documents provided by the MoCI

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 petiton.

Identification of the representative

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.

Signature circular

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.

Letter of Commitment

A letter of commitment which emphasised that all the information conveyed is true is prepared and signed by the authorised person(s) (See Annex 2)

Chamber Registry Declaration Form

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.

Note

Please note that the number of original or notarised Xerox copies and the format of the documents may change in time. Moreover, some business activities may require additional steps. Thus, before starting preparing those documents, you (or your representatives)
are advised to contact the relevant authorities so as to ask for the exact documents needed.

For further enquiries with regards to FDI rules, please contact the relevant authority through
investmentadvisoryservice@hazine.gov.tr