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Company registration in Turkey

Photo 1 - Company registration in Turkey

ABOUT TURKEY

Turkey is a strategic bridge between Europe and Asia, providing access to markets in the Middle East, Europe, and North Africa. Its geographical location offers advantages for logistics, transportation, and extensive trade.

It is one of the largest economies in Europe, with a large domestic market, developed infrastructure, energy resources, low labor costs, and real estate opportunities. In recent years, steps have been taken in its jurisdiction to simplify business registration procedures and improve the business climate, including reducing bureaucracy, enhancing the legal system, and stimulating foreign investment.

Collectively, these factors make Turkey an attractive jurisdiction for company registration and business development, offering a wide range of opportunities and potential for success in various industries.

ADVANTAGES OF OPENING A COMPANY IN TURKEY

  • Strategic geographical location with access to leading international markets.
  • Non-residents have the same business opportunities as Turkish residents, including participation in investment programs, eligibility for incentives and subsidies.
  • Presence of special investment zones, free trade zones, and technoparks with favorable taxation.
  • No requirements for residency of directors or resident participation in company management.
  • Ability to have a company and a bank account in the same jurisdiction, as the banking sector in Turkey is highly developed and considered one of the most reliable in Europe.
  • Conducting business solely on the external market is possible without the need for operations within Turkey for registration and opening an account.
  • It is possible to register a company in Turkey through power of attorney, but a personal visit to the country is mandatory for opening a bank account.
LEGISLATION

In Turkey, the establishment of companies is regulated by the following legislative acts:

  • Turkish Civil Code (Türk Medeni Kanunu, TMK)
  • Turkish Commercial Code (Türk Ticaret Kanunu, TTK)
  • Trade Registry Law (Ticaret Sicili Kanunu)
  • Tax and Duty Law (Gelir Vergisi Kanunu, Katma Değer Vergisi Kanunu)
  • Foreign Investment Law (Yabancı Sermaye Kanunu).
TYPES OF COMPANIES

In Turkey, several types of companies can be established, and the choice of a specific type depends primarily on the investor's goals and needs. The main types of companies that can be formed in Turkey are:

  • Joint-Stock Company (Anonim Şirket, A.Ş.)
  • Limited Liability Company (Limited Şirket, Ltd. Şti.)
  • Branches and Representative Offices
  • Collective Company (Kollektif Şirket).

Non-residents most commonly incorporate Limited Liability Companies and Joint-Stock Companies, which provide flexibility in ownership and control of the company.

Photo 1 - Company registration in Turkey

COMPANY REGISTRATION IN TURKEY:requirements

Limited Liability Company (Ltd. Şti.):
  • Capital: The minimum statutory capital is 10 000 lira, but for businesses with a turnover exceeding 100 000 USD per month, a recommended capital of 100 000 lira is advised. A capital of 100 000 lira is also required for obtaining work visas. The statutory capital must be fully paid within 2 years from the date of incorporation.
  • Founder(s): The company can be established by one or more founders, who can be either legal or natural persons of any residency.
  • Director: The founder appoints the director, and the position can be held by the founder themselves (the same person can serve as both founder and director). There are no requirements regarding residency or quantity. However, if both the founder and director are non-residents, the director will need to obtain a work visa (the company must pay a statutory capital of 100,000 lira and employ 5 residents to apply for the visa).
  • Secretary: Not mandatory. The company may hire a secretary at its discretion.
  • Public Information: The company's name, address, information about founders and directors are kept in public registries. There is an obligation to submit an annual declaration of beneficiaries.
  • Reporting: Every company must maintain and fill out accounting books, which include annual financial data based on provided payment receipts, invoices, invoices with tax identification numbers, etc.
  • Office: A local registered office is required, where official correspondence will be received.
TAXES

Turkey has a fairly simple and common tax system. Resident companies pay taxes on their worldwide income, while non-resident companies only pay taxes on their local income in Turkey. A company is recognized as a resident if it has a legal address or local management in Turkey.

Corporate tax is set at 20%. It is paid on optimized profits, which means operational expenses are deducted from the revenues. The financial sector, including banks and insurance organizations, faces an increased rate of 25%.

Value Added Tax (VAT) has a standard rate of 20%, while other rates depend on the category of goods or services (1%, 10%). VAT is not applicable when receiving payments from abroad; it is only considered when working with Turkish companies. VAT reports are submitted monthly.

Dividends are taxed at 15%. Dividends from Turkish companies are exempt from taxation, and there are also certain exemptions for foreign dividends based on bilateral agreements.

Royalties are subject to a 20% tax rate.

It's important to note that companies are required to pay taxes even when they are not engaged in any activities or earning income. Thus, Turkey has established minimum tax contributions, sometimes referred to as stamp duties, which are paid by legal entities with zero balance:

  • VAT: 190 lira per month.
  • Corporate tax: 1000 lira every 3 months.
  • Annual corporate tax: 700 lira per year.
  • Chamber of Commerce and Industry fee: 700 lira per year.
  • Excise tax for accountant/lawyer services: 20% every 3 months.
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CURRENCY CONTROL

The country imposes certain restrictions on currency transactions. Specifically, rules and limits on currency exchange for individuals and legal entities are regulated, and there are restrictions on the ownership, sale, and transfer of foreign currency for investment purposes.

Additionally, currency loans are available only to companies, and all transactions between Turkish residents must be conducted in the national currency.

Moreover, all Turkish banks report currency operations and accounts in foreign currency.

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DOUBLE TAXATION AGREEMENTS

Turkey has an extensive range of double taxation agreements, which significantly reduce the tax burden. Agreements have been signed with 87 countries, including Ukraine.

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FEATURES

Please note the following features regarding company registration in Turkey. The founding documents, including the articles of association and the minutes of the founding meeting, must be prepared in the form of a notarial deed. Usually, a local notary handles the preparation and formalization of these documents.

After registering the legal entity with the Trade Registry of Turkey, the company must undergo the procedure of tax registration and obtain a taxpayer identification number (Vergi Kimlik Numarası) from the tax office (Gelir İdaresi Başkanlığı).

It is also important to know that after opening a bank account in a Turkish bank, the company must provide proof of the account opening to the local tax office.

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If you wish to successfully establish a business in Turkey and avoid concerns about the documentation and ongoing support, please seek the qualified assistance of our lawyers at +38098-737-88-88.

The cost of registering a company in Turkey is determined specifically for each business and its features, so get the final price in a commercial offer after all the details have been clarified by our lawyer.

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