Opening a branch office 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 the branch office are 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.
The following documents are required to be submitted to the Trade Registry Office:
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.
An application to open a branch must be submitted to the Ministry of Industry and Trade, signed by the director of the Company. The application to the Ministry Directorate must include:
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:
These documents must be apostilled.
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:
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:
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:
An original copy and a translated version of the Power of Attorney are to be attached to the petition.
The documents need to be:
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.
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.
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 completed and the passport photos of the person(s) in charge of the branch affixed.