Can a Foreign Company Open a Branch in Turkey? 2026 — TCC Art. 40 Registration and Resident Representative, Documents and Apostille, Branch vs Company vs Liaison Office, Limited Tax Liability, 15% Withholding on Branch Profits, E-TUYS and Work Permits
08 October 2026

Can a Foreign Company Open a Branch in Turkey? 2026 — TCC Art. 40 Registration and Resident Representative, Documents and Apostille, Branch vs Company vs Liaison Office, Limited Tax Liability, 15% Withholding on Branch Profits, E-TUYS and Work Permits

Türkçe sürüm: Yabancı Şirket Türkiye’de Şube Açabilir mi?

A foreign company can open a branch in Turkey without setting up a separate company. Foreign Direct Investment Law No. 4875 treats opening a branch as foreign direct investment and leaves foreign investors free to do so (Art. 2(b)(i), Art. 3(a)). Under Article 40(4) of the Turkish Commercial Code (TCC), the branch is registered with the trade registry in the same way as a domestic business, and a fully authorised commercial representative (ticari mümessil) whose place of residence is in Turkey must be appointed for it. A branch has no separate legal personality, so the foreign head office is liable for the branch’s debts. For tax purposes the branch is a limited (non-resident) taxpayer (dar mükellef) and pays corporate tax only on income earned in Turkey; a further 15% withholding tax applies to the part of after-tax profit transferred to the head office (Corporate Tax Law Art. 30(6); Presidential Decision No. 9286). This guide explains, from a foreign investor’s perspective, the legal basis for opening a branch, the registration documents and the apostille process, the representative’s authority, the trade name and capital allocation, E-TUYS (the Electronic Incentive Application and Foreign Capital Information System) filings, taxation, work permits for foreign staff, real estate and sector limits, and the differences between a branch, a Turkish company and a liaison office.

Short answer: can a foreign company open a branch in Turkey?

1. Yes. Turkish branches of businesses headquartered outside Turkey are registered with the trade registry in the same way as domestic businesses, subject to the trade name rules of their home country (TCC Art. 40(4)). No separate “foreign company permit” is needed for general commercial activities; sectors such as banking and insurance, however, require a separate permit or licence.

2. A fully authorised commercial representative whose place of residence is in Turkey must be appointed for the branch (TCC Art. 40(4)). The law does not require this person to be a Turkish citizen; what it requires is a place of residence in Turkey.

3. There is no statutory minimum capital for a branch. The capital allocated to the branch is declared in the registration application. Special rules such as banking regulation, and the work permit criteria, may separately impose a capital threshold.

4. A branch is not a separate person. The foreign head office is liable for the branch’s contracts, employee claims and tax debts. Lawsuits arising from the branch’s transactions may also be brought, with the head office named as defendant, before the court where the branch is located (Code of Civil Procedure (HMK) Art. 14(1)).

5. The branch is subject to corporate tax at 25% (Corporate Tax Law Art. 32(1)). A 15% withholding tax applies to the part of after-tax profit transferred to the head office; the provisions of double tax treaties are reserved.

6. After the branch is opened, registration and filings are made in the E-TUYS system; the Activity Information Form is completed every year by the end of May at the latest (Implementing Regulation of the Foreign Direct Investment Law (FDI Implementing Regulation), Art. 5).

7. If no commercial activity will be carried out, a liaison office may be considered instead of a branch. A liaison office is opened with the permission of the Ministry of Industry and Technology, on condition that it carries out no commercial activity in Turkey (Law No. 4875, Art. 3(h)).

What is a branch, and what is the legal basis for a foreign company to open one?

A branch is a business unit that is attached to a head office but can carry out commercial transactions on its own. Under Law No. 5174 on the Union of Chambers and Commodity Exchanges of Turkey and Chambers and Commodity Exchanges, places and sales outlets that, while attached to a head office, carry out industrial activity and commercial transactions on their own – whether they have separate capital and separate bookkeeping and/or keep their accounts at the head office without capital of their own – are deemed branches for the purposes of that Law (Art. 9(2)). The definition was made for chamber registration purposes, but it reflects the general nature of a branch. It has two consequences. First, a branch carries out commercial transactions; an office used only for promotion or contact is not a branch. Second, a branch is not a person separate from the head office; it is the head office’s extension in Turkey.

A foreign company’s right to open a branch is based on Foreign Direct Investment Law No. 4875. When defining foreign direct investment, the Law expressly lists “establishing a new company or opening a branch” (Art. 2(b)(i)), and provides that, unless international agreements or special laws provide otherwise, foreign investors are free to make foreign direct investment in Turkey and are treated equally with domestic investors (Art. 3(a)). The general framework of the Law and its transfer and arbitration guarantees are explained in our guide Doğrudan Yabancı Yatırımlar Kanunu (4875) (in Turkish).

The registration procedure is governed by the Turkish Commercial Code. Under TCC Art. 40(4), Turkish branches of businesses headquartered outside Turkey are registered in the same way as domestic businesses, subject to the provisions of the laws of their own country on trade names. The same paragraph sets two further rules: a fully authorised commercial representative whose place of residence is in Turkey is appointed for these branches; and if the business has more than one branch, the branches opened after the registration of the first branch are registered in the same way as branches of domestic businesses. The detailed document requirements are in the provision of the Trade Registry Regulation on branches of businesses headquartered abroad (Art. 122).

Key rules for a foreign company’s branch

TopicRuleLegal basis
Right to open a branchOpening a branch is foreign direct investment and is freely permitted; equal treatment with domestic investorsLaw No. 4875, Art. 2(b)(i), Art. 3(a)
RegistrationRegistered with the trade registry like a domestic business and announced in the Turkish Trade Registry GazetteTCC Arts. 40(4), 35
RepresentativeA fully authorised commercial representative resident in Turkey is mandatoryTCC Art. 40(4)
Legal personalityNone; the branch is part of the head office, and the head office is liable for its debtsLaw No. 5174, Art. 9(2); TCC Art. 40
Trade nameShows the head office’s trade name, the places of the head office and of the branch, and that it is a branchTCC Arts. 48(1), 48(3)
Minimum capitalNo statutory amount; the capital allocated to the branch is declaredTrade Registry Regulation, Art. 122
TaxLimited taxpayer; 25% corporate tax; 15% withholding on transfers to the head officeCorporate Tax Law Arts. 3(3)(a), 30(6), 32(1)
Annual filingActivity Information Form in E-TUYS, every year by the end of May at the latestFDI Implementing Regulation, Art. 5(b)

Branch, Turkish company or liaison office?

A foreign company that wants to operate in Turkey has three structures to choose from: setting up a joint stock company (anonim şirket) or limited company (limited şirket) in Turkey (or buying an existing company), opening a branch, or opening a liaison office. The choice should not be made only on ease of set-up; liability for debts, tax, transferring profit abroad, licensed activities and the ease of a later exit should be considered together.

Branch, Turkish company and liaison office compared

CriterionBranchTurkish company (AŞ / Ltd.)Liaison office
Legal personalityNone; extension of the head officeYes; a separate personNone
Commercial activityAllowedAllowedNot allowed (Law No. 4875, Art. 3(h))
Set-upRegistration with the trade registry (TCC Art. 40(4))Registration with the trade registryPermission of the Ministry of Industry and Technology
Minimum capitalNo statutory amount; the allocated capital is declaredAŞ TRY 250,000, Ltd. TRY 50,000 (since 1 January 2024)None
Liability for debtsThe foreign head officeThe Turkish company’s own assetsThe foreign head office
Tax statusLimited taxpayer (Corporate Tax Law Art. 3(2))Full (resident) taxpayer (Corporate Tax Law Art. 3(1))Cannot earn commercial income
Transferring profit abroad15% withholding on the amount transferred to the head office (Corporate Tax Law Art. 30(6))15% withholding on dividends distributed to a foreign corporate shareholder (Corporate Tax Law Art. 30(3); for an individual shareholder, Income Tax Law Art. 94(6)(b)(i))No transfer request except the balance on closure
Licensed activitiesCannot be used where a Turkish company is requiredCan hold licencesCannot be used
ClosingDeregistration from the trade registry; company liquidation does not applyLiquidation procedure under the TCCClosing the tax registration and notifying the Ministry

A branch is generally preferred where the foreign company will carry out a short- or medium-term project in Turkey (for example a construction or installation job), wants to give customers comfort through the head office’s own name and balance sheet, or wants to track its Turkish business in the head office’s books. By contrast, a Turkish company is more suitable for an investor that does not want to expose all of the head office’s assets to risks in Turkey, needs a licence that requires a Turkish company, or wants to bring in a local partner later. The set-up steps and minimum capital rules are explained in our guide Company Formation in Turkey for Foreigners, and the choice between the two company types in Anonim mi Limited mi? (in Turkish).

When is a liaison office enough?

A liaison office is a structure designed for foreign companies that want to get to know the market, represent the head office or monitor suppliers in Turkey without selling there. Under Law No. 4875, permission is granted to companies incorporated under foreign law “on condition that they do not carry out commercial activity in Turkey” (Art. 3(h)). The permitting authority is the Ministry of Industry and Technology; complete applications are decided within fifteen working days (FDI Implementing Regulation Art. 6(1)). The application requires documents such as a declaration that no commercial activity will be carried out, the head office’s certificate of activity, and its activity report or balance sheet (Art. 7).

Liaison office: duration and obligations

TopicRuleLegal basis
Initial permit periodAt most 3 yearsFDI Implementing Regulation, Art. 8(a)
ExtensionMay be extended for up to 5 years for offices for representation, supplier control, technical support and communication, and up to 10 years for regional management centres; no extension for market research and promotion officesArt. 8(b)
Post-set-up notificationTax registration and lease agreement within 1 month at the latest; changes of address, authorised person or name within 1 monthArt. 8(c)
Annual formEvery year by the end of May at the latest; an office that fails to submit it will not have its extension request considered, and its permit may also be cancelled ex officioArt. 8(ç)
Commercial activity detectedThe activity permit is cancelledArt. 8(d)
Transfers on closureNo transfer may be requested except the balance resulting from closure and liquidationArt. 8(e)

A liaison office cannot issue invoices, sign sales contracts or earn income in Turkey. As soon as the foreign company starts finding customers, submitting offers or entering into contracts, the structure must be converted into a branch or a Turkish company; otherwise both cancellation of the permit and a tax audit on the ground that a taxable place of business (permanent establishment) has arisen in Turkey may follow. The closing procedure for liaison offices is explained in our guide Şube ve İrtibat Bürosu Kapatma (in Turkish).

Registering the branch: head office resolution, documents, apostille and MERSİS

The process of opening a branch starts within the foreign head office’s own corporate bodies. The head office’s competent body adopts a resolution on opening a branch in Turkey, the capital allocated to the branch and the appointment of a fully authorised commercial representative resident in Turkey. This resolution and the head office’s incorporation documents are certified in the country where they were issued so that they can be used in Turkey, translated into Turkish and submitted to the trade registry office. The application is created through MERSİS (the Central Registry System); the documents are then submitted to the trade registry office.

The documents requested by trade registry offices in their practice based on Article 122 of the Trade Registry Regulation are summarised in the table below. Because the list can vary in detail by registry office and line of business, an up-to-date list should be obtained from the registry office where the application will be filed before the documents are prepared abroad. Otherwise, a missing certification or translation will mean sending the documents abroad again.

Main documents required to register a foreign company’s branch

DocumentContent and notes
Letter from the competent authority in the head office’s countryShows that the head office meets the conditions for opening a branch under the law of its own country and lists the documents required for registration; with Turkish translation (may not be required if this is covered in the head office’s declaration)
Documents required under home-country law for registering a branchIf the law of the head office’s country requires documents for registering a branch, those documents; with Turkish translations
Head office’s current registry records and articles of associationCertified copies, with Turkish translations
Head office resolution to open the branchOpening of the branch and appointment of the fully authorised representative resident in Turkey; with Turkish translation
Declaration signed by the head officeThe head office’s trade name, address and capital, the capital allocated to the branch, and the representative’s identity and address details
Power of attorney (if needed)If the resolution does not show the representatives’ powers
Signature declarationSignature declaration of the branch’s representatives (TCC Art. 40(2))
Identity documents of a foreign representativePassport translation; if any, residence permit, residence address certificate (yerleşim yeri belgesi) and tax identification number
Permit or approval letterThe relevant authority’s permit, if the line of business requires a special permit
Application letter and formsRegistration application letter (dilekçe) stating the tax office to which the branch will be attached, the establishment notification form and the chamber registration declaration

Documents issued abroad are used in Turkey with an apostille if the issuing country is a party to the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (the 1961 Hague Apostille Convention), and otherwise with legalisation by the Turkish consulate in that country. Turkish translations must be notarised. When preparing the document chain, care should be taken that the head office’s trade name is written identically in all documents and that the signatories’ authority is clear from the resolution.

The signature declaration is given in writing before authorised staff of any trade registry office (TCC Art. 40(2)). A merchant must have its trade name and business registered and announced within fifteen days from the day the business is opened (TCC Art. 40(1)). Registered matters are announced in the Turkish Trade Registry Gazette (TCC Art. 35), and registry entries take effect against third parties from the business day following the day the announcement is published (TCC Art. 36(1)). How registry and MERSİS procedures work in general is also explained in our article Şirket Kapatma Belgeleri ve MERSİS Başvurusu (in Turkish).

The fully authorised commercial representative: who qualifies, and what powers does the role carry?

The commercial representative is the branch’s face in Turkey. TCC Art. 40(4) makes it mandatory to appoint “a fully authorised commercial representative whose place of residence is in Turkey” for branches of businesses headquartered abroad. The law does not require this person to be a Turkish citizen; the requirement is that the place of residence is in Turkey. A foreign manager can be appointed as the representative, but that person must be resident in Turkey and, if he or she will actually work at the branch, must obtain a work permit.

The authority of the commercial representative (called ticari temsilci in the Turkish Code of Obligations) is governed by Articles 547–549 of the Turkish Code of Obligations (TCO); TCC Art. 4(1)(c) treats disputes arising from TCO Arts. 547–554 as commercial cases (ticari dava). A commercial representative is a person whom the owner of the business has expressly or impliedly authorised to manage the business and to represent the owner, by commercial power of representation, in transactions relating to the business under its trade name (TCO Art. 547(1)). The owner of the business must register this authority with the trade registry; however, the owner’s liability for the representative’s acts does not depend on registration (TCO Art. 547(2)).

The commercial representative’s authority and its limits

TopicRuleLegal basis
Appointment requirementA fully authorised representative whose place of residence is in Turkey; no citizenship requirementTCC Art. 40(4)
Scope of authorityAll transactions within the purpose of the business, including liabilities under negotiable instruments (bills of exchange, promissory notes and cheques) towards good-faith third partiesTCO Art. 548
Real estate transactionsUnless expressly authorised, may not transfer real estate or encumber it with a rightTCO Art. 548
Limitation to a branchAuthority may be limited to the business of one branch or made subject to joint signatureTCO Art. 549
Effect of limitationsThese limitations have no effect against good-faith third parties unless registered; other limitations cannot be asserted against good-faith third parties even if registeredTCO Art. 549
Service of processIn disputes arising from the transactions of a business, service on the commercial representative is validNotification Law No. 7201, Art. 12(2)

The practical consequence of this table is as follows: if the foreign head office wants to limit the representative’s authority to the branch’s business or to require two signatures for important transactions, it should state this expressly in the resolution and have it registered with the trade registry. An unregistered limitation cannot be asserted against good-faith third parties. Internal limitations not listed in the law, such as a monetary cap, cannot be asserted against good-faith third parties even if registered; they only give rise to liability in the internal relationship between the head office and the representative. Since TCC Art. 40(4) requires a fully authorised commercial representative, if limitations such as joint signature are planned, there must be at least one fully authorised representative resident in Turkey, and the limitation must be confirmed with the registry office in advance.

Trade name and capital allocated to the branch

Every branch must use its head office’s trade name, stating that it is a branch (TCC Art. 48(1)). The trade name of the Turkish branch of a business headquartered abroad must also show the places where the head office and the branch are located and that it is a branch (TCC Art. 48(3)). For example, if a GmbH headquartered in Munich opens a branch in Istanbul, the trade name must include Munich, Istanbul and the word “branch” (şube) alongside the head office’s full trade name. In practice, registry offices usually ask for the format “head office trade name + country of the head office + [city] Merkez Şubesi” (“[city] Main Branch”) for the first branch. The trade name rules of the head office’s own country are reserved (TCC Art. 40(4)); therefore the head office’s trade name is used as it is registered in the registry of its own country.

On capital, the difference between a branch and a Turkish company is significant. While a Turkish joint stock company has a minimum capital requirement of TRY 250,000 and a limited company TRY 50,000, there is no statutory minimum for a foreign company’s branch. The capital allocated to the branch is shown in the declaration in the registration application. Since the branch has no separate legal personality, this amount is not a liability cap for creditors: the head office is liable for the branch’s debts without being limited to the capital it allocated to the branch.

Two further points should be considered when setting the allocated capital. The first is sector rules: for example, for a bank incorporated abroad to open a branch in Turkey, the part of its paid-in capital allocated to Turkey must not be less than the statutory minimum (Banking Law No. 5411, Art. 9(c)). The second is work permits: if foreign staff will be employed at the branch, how the branch will meet the financial adequacy criteria in the Work Permit Evaluation Criteria should be planned at the set-up stage (see the work permits section below).

E-TUYS and other filings

Obligations do not end once the branch is registered. Law No. 4875 requires investors to report statistical information in accordance with the implementing regulation and states that this information may be used only for statistical purposes and not as evidence (Art. 4(3)). The FDI Implementing Regulation runs these filings through E-TUYS and sets up the same system for “companies and branches”.

Filing calendar after the branch is opened

FilingDeadlineLegal basis
Sending the establishment notification form to the MinistrySent by the trade registry office (no action required by the branch)FDI Implementing Regulation, Art. 4
E-TUYS authorisationAfter registration; a qualified electronic signature and a registered electronic mail (KEP) address are requiredArts. 5(a), 9
Investor and equity participation (iştirak) informationWithin 1 month at the latest following authorisationArt. 5(b)(1)
Activity Information Form for Foreign Direct InvestmentsEvery year by the end of May at the latestArt. 5(b)(2)
Keeping documentsOriginals of the documents submitted with the E-TUYS authorisation application must be kept for 10 yearsArt. 10
Social security workplace notificationAt the latest on the date insured employees start workingSocial Insurance and General Health Insurance Law No. 5510, Art. 11
Changes of representative, address and trade nameRegistration with the trade registry and announcement in the Turkish Trade Registry GazetteTCC Art. 40; TCO Art. 547(2)

E-TUYS filings are often forgotten after set-up. Completing the Activity Information Form by the end of May is a recurring annual obligation, so the deadline should be entered in the branch’s accounting and legal calendar from the start.

Check the document list before preparing documents abroad

A missing apostille or translation means sending the documents abroad again. Send us the head office’s country and line of business via WhatsApp; Hukukçular Evi Ankara: +90 554 648 37 15

📞 Call us💬 WhatsApp

Taxation of the branch: limited tax liability and the withholding on transfers to the head office

A foreign company’s branch is a limited (non-resident) corporate taxpayer as a foreign entity with a place of business (iş yeri – the domestic-law counterpart of a permanent establishment) in Turkey (Corporate Tax Law Art. 3(3)(a)). Limited taxpayers are taxed only on income earned in Turkey (Corporate Tax Law Art. 3(2)). The Tax Procedure Law’s definition of a place of business expressly lists the branch (Tax Procedure Law Art. 156). The corporate tax rate is 25% (Corporate Tax Law Art. 32(1)); a higher rate applies to banks and the financial sector. Under the domestic minimum corporate tax introduced by Law No. 7524 (Corporate Tax Law Art. 32/C), from the 2025 accounting period the calculated corporate tax may not be less than 10% of corporate income before deductions and exemptions; limited taxpayers filing returns because of a place of business in Turkey are also within its scope. Whether the exception under which the minimum tax does not apply, for three accounting periods, to entities commencing activity for the first time also covers a newly opened branch should be assessed separately.

The tax aspect of a branch that is most often overlooked is the transfer of profit to the head office. Withholding tax is applied to the amount that limited taxpayers filing annual or special returns transfer to their head office out of the portion remaining after deducting the calculated corporate tax from corporate income before deductions and exemptions (Corporate Tax Law Art. 30(6)). The rate of this withholding was increased from 10% to 15% by Presidential Decision No. 9286, published in the Official Gazette of 22 December 2024. The withholding applies to the amount transferred to the head office; as a rule, it does not arise on profit kept in Turkey. However, interest paid on disguised capital (thin capitalisation, örtülü sermaye; Corporate Tax Law Art. 12(7)) and profit distributed in disguise through transfer pricing (disguised profit distribution, örtülü kazanç dağıtımı; Art. 13(6)) are deemed, for limited taxpayers, to be amounts transferred to the head office.

A simple example: if the branch’s taxable income is TRY 1,000,000, corporate tax of TRY 250,000 is calculated. If the remaining TRY 750,000 is transferred in full to the head office, TRY 112,500 is withheld and TRY 637,500 net reaches the head office. The total tax burden is 36.25%. Had the same income been earned through a Turkish company and distributed as a dividend to a foreign corporate shareholder, the burden would be the same, with 25% corporate tax and 15% withholding on the dividend (Corporate Tax Law Art. 30(3)). For this reason, the choice between a branch and a company is usually made not on the tax rate but on liability, licensing and management needs. Double tax treaties may provide a lower rate for profits transferred to the head office; a tax residence certificate of the head office is needed to benefit from treaty provisions. How dividends and profits are transferred in practice is explained in our guide Dividend Repatriation from Turkey for Foreign Shareholders, and how treaties work in Yurt Dışı Kazançlar ve Çifte Vergilendirmeyi Önleme (in Turkish).

Key tax rules for a foreign company’s branch

TopicRuleLegal basis
Tax liabilityLimited taxpayer; only income earned in TurkeyCorporate Tax Law Arts. 3(2), 3(3)(a); Tax Procedure Law Art. 156
Corporate tax rate25%Corporate Tax Law Art. 32(1)
Minimum corporate tax10%; includes limited taxpayers (branches) that file returnsCorporate Tax Law Art. 32/C
Profit transferred to the head office15% withholding on the amount transferred; treaty provisions reservedCorporate Tax Law Art. 30(6); Presidential Decision No. 9286
Interest and commissions paid to the head officeInterest, commissions and similar amounts paid to the head office or to branches abroad for purchases and sales made on the branch’s account are not deductibleCorporate Tax Law Art. 22(3)
Head office general administrative expensesContributions to the general administrative expenses or losses of the head office or of branches abroad are not deductible; excluded from this ban are shares related to earning and maintaining income in Turkey and allocated using allocation keys set under the arm’s length principle, and travel expenses of authorised persons sent from abroad to supervise the Turkish place of businessCorporate Tax Law Art. 22(3)
Transfer pricingDisguised profit distribution is deemed, for limited taxpayers, to be an amount transferred to the head officeCorporate Tax Law Art. 13(6)
BooksKept in Turkish; the Turkish currency is used in records and documentsTax Procedure Law Art. 215

Services, licences, financing and movements of goods between the head office and the branch should therefore be documented from the start. If a share of the head office’s general expenses is to be charged to the branch, it must be possible to show the link between the allocation key and the Turkish business and that the allocation is at arm’s length; otherwise the disallowed amount is added to the tax base and may also lead to a disguised profit distribution dispute. For the general rules of limited tax liability, see our guide Dar Mükellefiyet (in Turkish), and for the arm’s length principle and documentation, Transfer Fiyatlandırması ve Belgelendirme (in Turkish).

Foreign staff and work permits at the branch

Law No. 4875 provides that work permits for foreign staff to be employed in companies, branches and entities established under the Law are granted by the Ministry of Labour and Social Security (Art. 3(g)). There are two routes for a foreign representative or managers who will work at the branch: an application under the general evaluation criteria, or the key personnel regime specific to foreign direct investment.

Main work permit criteria

CriterionRuleSource
Ratio of Turkish employeesAs a rule, at least five Turkish citizens must be employed for each foreignerWork Permit Evaluation Criteria, A.1.1
Exception to the ratioAt a workplace with last-year net sales of TRY 50,000,000 or more, the five-Turkish-employee ratio does not apply for up to five foreignersA.1.2
Newly established workplacePaid-in capital of at least TRY 500,000A.2.1
Operating workplacePaid-in capital of at least TRY 500,000, or net sales of at least TRY 8,000,000, or exports of at least USD 150,000A.2.2
Foreign direct investment with special characteristics (özellik arz eden doğrudan yabancı yatırım, 2026)In the company or branch, foreign shareholders’ capital of at least TRY 21,946,007 together with last-year turnover of at least TRY 1,648,938,600, exports of at least USD 1 million or at least 250 insured employees; or a planned fixed investment of at least TRY 522,163,890; or a direct investment by the parent company in at least one other countryRegulation on the Employment of Foreign Personnel in Foreign Direct Investments (Official Gazette of 29 August 2003); Ministry of Labour and Social Security 2026 amounts
Liaison officeAt most one person holding the parent company’s letter of authority may obtain a permit as key personnel; the permit is limited to the activity permit periodMinistry of Labour and Social Security practice on foreign direct investment

The general criteria entered into force on 1 October 2024, the capital and sales thresholds in A.2 have applied from 1 January 2025, and some sector-specific provisions were updated in 2026. The TRY amounts for foreign direct investments with special characteristics are increased every year by the revaluation rate, so the current text on the application date should be relied on. Application, refusal and appeal procedures are explained in our guide Yabancıların Türkiye’de Çalışma İzni (in Turkish).

Important: A foreign representative signing on behalf of the branch and actually working at the branch are separate matters. If the representative will be resident in Turkey and work at the branch, the work permit and residence status should be planned in parallel with the registration process; otherwise the representative cannot actually perform the role even after the branch is registered.

Liability, lawsuits and service of process: whose debt is the branch’s debt?

A branch has no separate legal personality, and therefore no capacity to sue or be sued. Rights and debts arising from transactions made on behalf of the branch belong to the head office. The claim of a supplier, employee or tax authority in Turkey is not limited to the capital allocated to the branch; the creditor can pursue all of the foreign head office’s assets. This difference in liability is often the main reason for setting up a Turkish company instead.

Two rules stand out in litigation. In lawsuits arising from a branch’s transactions, the court where the branch is located also has jurisdiction (Code of Civil Procedure Art. 14(1)); the claim is brought against the head office, which has capacity to be a party. As to service, in disputes arising from the transactions of a business, service on the commercial representative is valid (Notification Law Art. 12(2)). These two rules make it easier to proceed against the foreign head office through its branch in disputes in Turkey. For choice of court and governing law in contracts with foreign parties, see our article Yabancı Şirketle Sözleşme (in Turkish).

Can real estate be bought in the branch’s name?

As a rule, no. Under Land Registry Law Art. 35, commercial companies with legal personality incorporated abroad under the laws of their own countries may acquire real estate and limited real rights only within the framework of special laws. Since a branch is not a separate person, an acquisition in the branch’s name is in fact an acquisition by the foreign head office and is caught by this limit. A branch usually secures the premises it needs by leasing. If real estate must be acquired in Turkey, setting up a Turkish company with foreign capital under Land Registry Law Art. 36 should be considered. The two routes are compared in our guide Buying Property in Turkey as a Foreign Investor: In Your Own Name or Through a Turkish Company?

Activities a branch cannot carry out or that need a special permit

Although foreign companies are free to open branches, some activities can only be carried out through a company incorporated in Turkey or require a separate permit or licence. The line of business should therefore be checked against special laws before choosing the structure.

Opening a branch by sector

ActivityRuleLegal basis
General trade, services, projects and contractingRegistration with the trade registry is enough; no separate foreign investment permitLaw No. 4875, Art. 3(a); TCC Art. 40(4)
BankingPermission from the Banking Regulation and Supervision Agency (BRSA; Turkish: BDDK), granted with the concurring votes of at least five Board members, for the first Turkish branch of a bank incorporated abroad; plus a separate operating permitBanking Law No. 5411, Arts. 6(1), 9, 10
InsuranceThe Turkish organisation of a foreign insurer is also deemed an insurance company; a licence is required for each class of insurance; procedures and principles are set by the PresidentInsurance Law No. 5684, Arts. 2, 3(5), 5(1)
Licensed electricity generation (solar, wind, etc.)Private-law legal entities carrying out licensed activities must be incorporated as joint stock or limited companies; a branch cannot obtain a pre-licence or licenceElectricity Market Law No. 6446, Art. 4(3)
MiningLicences are granted to companies incorporated under Turkish lawMining Law No. 3213, Art. 6
Broadcasting, air transport and similar sectorsSpecial laws set the company type and limits on foreign ownershipRelevant sector laws

For the Turkish company requirement in energy, see our guide Solar and Wind Investment in Turkey for Foreign Investors; for mining, Can a Foreign Company Get a Mining License in Turkey?; and for sectors requiring regulatory approval, Buying a Turkish Company as a Foreign Investor: Which Approvals Do You Need?

Step-by-step roadmap for opening a branch

Steps to open a foreign company’s branch

StepActionLegal basis / note
1Check whether the line of business requires a special permit or a Turkish companyLaws No. 5411, 5684, 6446 Art. 4(3), 3213 Art. 6
2Choose the structure: branch, Turkish company or liaison officeBased on liability, tax and licensing needs
3Head office resolution: opening the branch, allocated capital, appointing the commercial representative and limits on authorityTCC Art. 40(4); TCO Arts. 547–549
4Apostille or consular legalisation of the head office’s documents and notarised Turkish translation1961 Hague Apostille Convention
5Address (lease agreement), tax identification numbers and tax registrationTax Procedure Law Art. 156
6MERSİS application and signature declarationTCC Art. 40(2); Trade Registry Regulation, Art. 122
7Registration and announcement in the Turkish Trade Registry GazetteTCC Arts. 35, 36(1), 40(1)
8Bank account, social security workplace notification, municipal licence if neededLaw No. 5510, Art. 11
9E-TUYS authorisation and filings within 1 monthFDI Implementing Regulation, Arts. 5, 9
10Work permit applications for foreign staffLaw No. 4875, Art. 3(g); International Labour Force Law No. 6735
11Annual calendar: corporate tax return, withholding on transfers to the head office, Activity Information Form by end of MayCorporate Tax Law Art. 30(6); FDI Implementing Regulation, Art. 5(b)(2)

Common mistakes

  • Trading through a liaison office: A liaison office cannot issue invoices or make sales. If commercial activity is detected, the permit is cancelled (FDI Implementing Regulation Art. 8(d)). If sales will start, the structure should first be converted into a branch or company.
  • Treating the branch as a separate company: The head office is liable for the branch’s debts with all of its assets. For an investor who wants to limit its exposure in Turkey, the right structure is a Turkish company.
  • Not registering limits on the representative’s authority: A limitation to the branch and a joint-signature requirement have no effect against good-faith third parties unless registered (TCO Art. 549).
  • Planning a licensed business through a branch: In areas such as electricity generation and mining, licences are granted only to Turkish companies.
  • Assuming profit transfers to the head office are free of withholding: 15% is withheld on the amount transferred (Corporate Tax Law Art. 30(6)); if a treaty rate will be applied, the tax residence certificate should be prepared in advance.
  • Deducting head office costs without limit: Interest and commissions paid to the head office and shares of general administrative expenses are subject to the limits in Corporate Tax Law Art. 22(3).
  • Missing E-TUYS and the May deadline: The Activity Information Form is completed every year by the end of May at the latest.
  • Trying to buy real estate in the branch’s name: Under Land Registry Law Art. 35, the foreign head office may acquire real estate only within the framework of special laws.
  • Forgetting the registry entry on closure: A branch that has closed in practice but has not been deregistered remains on the register. The closing steps are in our guide Şube ve İrtibat Bürosu Kapatma (in Turkish).

Frequently asked questions

Can a foreign company open a branch in Turkey?

Yes. Foreign Direct Investment Law No. 4875 treats opening a branch as foreign direct investment and leaves foreign investors free to do so (Art. 2(b)(i), Art. 3(a)). Turkish branches of businesses headquartered outside Turkey are registered with the trade registry in the same way as domestic businesses (TCC Art. 40(4)).

Does opening a branch require a permit from a ministry?

For general commercial activities no separate foreign investment permit is needed; the branch is registered with the trade registry. Sector permits, such as BRSA (BDDK) permission in banking (Banking Law No. 5411, Art. 6(1)) or a licence in insurance (Insurance Law No. 5684, Art. 5(1)), are obtained separately. The structure that requires a permit is the liaison office, which carries out no commercial activity (Law No. 4875, Art. 3(h)).

Is there a minimum capital for a foreign company’s branch?

There is no statutory minimum for a branch; the capital allocated to the branch is shown in the declaration in the registration application. In sectors such as banking, a statutory minimum applies to the capital allocated to Turkey (Law No. 5411, Art. 9(c)); the financial adequacy criteria for work permits should also be considered.

Must the branch’s representative be a Turkish citizen?

No. TCC Art. 40(4) requires a fully authorised commercial representative whose place of residence is in Turkey; there is no citizenship requirement. If a foreign representative will actually work in Turkey, the work permit and residence status should be planned separately.

Which documents are needed to register a branch?

In practice, a letter from the competent authority in the head office’s country showing that the conditions for opening a branch are met, current registry records and articles of association, the resolution to open the branch and appoint the representative, a declaration showing the capital allocated to the branch, the signature declaration, the representative’s identity documents, and the registration application letter and forms are requested (Trade Registry Regulation, Art. 122). Foreign documents must carry an apostille or consular legalisation, and Turkish translations must be notarised.

What is the main difference between a branch and a Turkish company?

A branch has no separate legal personality and the foreign head office is liable for its debts with all of its assets; for tax purposes it is a limited taxpayer. A Turkish company is a separate person, a full (resident) taxpayer, and can obtain licences for licensed activities. In both structures, a 15% withholding applies when profit is transferred abroad.

What is the difference between a branch and a liaison office?

A branch carries out commercial activity and is registered with the trade registry. A liaison office is opened with the permission of the Ministry of Industry and Technology, on condition that it carries out no commercial activity in Turkey (Law No. 4875, Art. 3(h)); the initial permit is granted for at most three years (FDI Implementing Regulation, Art. 8(a)).

Who is liable for the branch’s debts?

Since the branch has no separate legal personality, debts arising from transactions made on its behalf belong to the foreign head office and are not limited to the capital allocated to the branch. In lawsuits arising from the branch’s transactions, the court where the branch is located also has jurisdiction (Code of Civil Procedure Art. 14(1)).

How is a foreign company’s branch taxed?

The branch is a limited taxpayer as a foreign entity with a place of business in Turkey (Corporate Tax Law Art. 3(3)(a)) and pays 25% corporate tax only on income earned in Turkey (Corporate Tax Law Art. 32(1)). Limited taxpayers that file returns are also within the scope of the 10% domestic minimum corporate tax (Corporate Tax Law Art. 32/C).

Is tax withheld when branch profit is sent to the head office?

Yes. Withholding tax is applied to the amount of after-tax profit transferred to the head office (Corporate Tax Law Art. 30(6)). The rate is 15% under Presidential Decision No. 9286, published in the Official Gazette of 22 December 2024. Double tax treaties may provide a lower rate; a tax residence certificate is required.

Can head office costs be charged to the branch?

To a limited extent. Interest, commissions and similar amounts paid to the head office for purchases and sales made on the branch’s account, and contributions to the general administrative expenses or losses of the head office or of branches abroad, are not deductible; excluded from this ban are shares related to earning and maintaining income in Turkey and allocated using allocation keys set under the arm’s length principle, and travel expenses of authorised persons sent from abroad to supervise the Turkish place of business (Corporate Tax Law Art. 22(3)).

Can foreign staff work at the branch?

Yes. Work permits for foreigners working at the branch are granted by the Ministry of Labour and Social Security (Law No. 4875, Art. 3(g)). Under the general criteria, at least five Turkish citizens must as a rule be employed for each foreigner, and a newly established workplace needs paid-in capital of at least TRY 500,000. A separate regime applies to key personnel in companies or branches that qualify as foreign direct investments with special characteristics.

Can real estate be bought in the branch’s name?

As a rule, no. Commercial companies incorporated abroad may acquire real estate only within the framework of special laws (Land Registry Law Art. 35); since a branch is not a separate person, this limit also applies to it. If real estate must be acquired, setting up a Turkish company with foreign capital under Land Registry Law Art. 36 should be considered.

What should the branch’s trade name be?

The branch uses the head office’s trade name, stating that it is a branch (TCC Art. 48(1)). The trade name of the Turkish branch of a business headquartered abroad must also show the places of the head office and of the branch, and that it is a branch (TCC Art. 48(3)).

Which filings are made after the branch is opened?

The branch obtains authorisation in E-TUYS, enters investor information within one month at the latest following authorisation, and completes the Activity Information Form for Foreign Direct Investments every year by the end of May at the latest (FDI Implementing Regulation Art. 5). If insured employees are hired, a social security workplace notification is also made (Law No. 5510, Art. 11).

Can a foreign company’s branch hold an electricity generation licence or a mining licence?

No. In the electricity market, private-law legal entities carrying out licensed activities must be incorporated as joint stock or limited companies (Electricity Market Law No. 6446, Art. 4(3)); since a foreign company’s branch does not meet this requirement, it cannot obtain a pre-licence or licence. Likewise, mining licences are granted to companies incorporated under Turkish law (Mining Law No. 3213, Art. 6). In these areas a company must be set up in Turkey.

How is a branch closed?

Closing a branch is not a company liquidation; on the head office’s closing resolution, the branch is deregistered from the trade registry and its tax and social security registrations are closed. The branch’s debts do not disappear on closure; they remain with the head office.

Related guides

Branch or company in Turkey? Let us choose the structure together

Send us your plan via WhatsApp, whether it concerns branch registration, the commercial representative resolution, the apostille and translation set, E-TUYS filings, transferring profit to the head office or work permits; we will work out the applicable rules, the sequence and the timing with you. We correspond in English. Hukukçular Evi Ankara: +90 554 648 37 15

📞 +90 554 648 37 15💬 WhatsApp

Important note: This article is for general information only and does not constitute a legal opinion on any specific structure. It is a translation of the Turkish version; in case of any discrepancy, the Turkish version prevails. Legislation relied on: Turkish Commercial Code No. 6102, Arts. 4(1)(c), 35, 36, 40, 48; Turkish Code of Obligations No. 6098, Arts. 547–549; Foreign Direct Investment Law No. 4875, Arts. 2, 3, 4; FDI Implementing Regulation, Arts. 4–10; Trade Registry Regulation, Art. 122; Law No. 5174, Art. 9; Corporate Tax Law No. 5520, Arts. 3, 12, 13, 22, 30, 32, 32/C; Income Tax Law No. 193, Art. 94; Presidential Decision No. 9286; Tax Procedure Law No. 213, Arts. 156, 215; Code of Civil Procedure No. 6100, Art. 14; Notification Law No. 7201, Art. 12; Land Registry Law No. 2644, Arts. 35, 36; Law No. 5510, Art. 11; International Labour Force Law No. 6735 and the Work Permit Evaluation Criteria; Regulation on the Employment of Foreign Personnel in Foreign Direct Investments; Banking Law No. 5411, Arts. 6, 9, 10; Insurance Law No. 5684, Arts. 2, 3, 5; Law No. 6446, Art. 4; Mining Law No. 3213, Art. 6. Document lists, amounts and rates may change; the current text on the date of application or transaction should be relied on.

Post by Av. Fatma Öztürk