Foreign-Company Branch Setup & Compliance

Structure, registration, tax and recurring-compliance work for a Turkish branch conducting business on behalf of its foreign head office.

Scope

A Turkish branch of a foreign commercial enterprise is not a separate Turkish legal entity; it is registered as an extension of the head office, so branch liabilities and contractual exposure can reach the foreign company. A Türkiye-resident representative with full authority for all branch matters is appointed. The foreign company is a limited taxpayer: corporate income tax, VAT and provisional tax registrations are opened for the branch, while withholding registration depends on payments and employment.

  • Branch, A.Ş./Ltd. and liaison-office matrix covering activity, legal personality, liability, funding, tax and exit
  • Head-office resolution to open the branch, allocate capital and appoint a fully authorised Türkiye-resident representative
  • Competent-authority letter, current registry records, constitutional documents and home-country registration materials
  • Apostille or consular certification and notarised Turkish translation controls for foreign documents
  • MERSİS/trade-registry file for name, address, NACE/business object, allocated capital and representation authority
  • Ministry or competent-agency approval check for regulated activities
  • Tax-office opening for corporate income tax, VAT, provisional tax and conditional withholding/payroll filings
  • Bank KYC file covering beneficial ownership, head office, signatories, activity and source of funds
  • e-Document and e-Ledger setup based on the applicable activity, turnover and regulatory thresholds
  • Expense allocation, transfer pricing, customs and contract evidence for branch–head-office dealings
  • Domestic rate, applicable treaty, residence and beneficial-owner test before remitting after-tax branch profit
  • Recurring accounting, tax, payroll/social-security, FDI reporting and closure/liquidation calendar

Process

  1. 01

    Structure and tax decision

    Test activity, contracts, head-office exposure, profit remittance and exit across a branch, company and liaison office.

  2. 02

    Home-country document file

    Complete the corporate resolution, authority letter, registry documents, representation powers, certification and translations.

  3. 03

    MERSİS and registry filing

    File the name, address, NACE, capital and representative data; manage registry queries and sector approvals separately.

  4. 04

    Tax and operational compliance

    After registration, establish tax, banking, e-document/e-ledger, payroll, reporting and head-office transaction controls.

Deliverables

  • Branch–A.Ş./Ltd.–liaison-office structure and tax decision memo
  • Home-country document, representation, certification and translation checklist
  • MERSİS/trade-registry application file and post-registration record pack
  • Tax, banking, e-document/e-ledger and people-opening control plan
  • Head-office transaction, profit-remittance and recurring-compliance matrix

Pricing model

Fixed project quote based on home jurisdiction, document and certification chain, regulated-sector approval, representative, people and bank-KYC scope. Translation, notary, consular, registry and third-party costs are itemised; recurring compliance is separate.

Typical timeline

There is no single statutory end-to-end duration. The plan depends on home-country documents and certification, notarised translation, MERSİS/registry availability, document queries, regulated-sector approval and bank KYC. Registration and bank-account timing or outcomes are not guaranteed.

Frequently asked

What is the core difference between a branch and an A.Ş./Ltd.?

A branch does not create a separate Turkish legal entity; it acts for the head office and exposure can reach the foreign company. An A.Ş./Ltd. is a separate Turkish legal entity. The choice is not based only on office size or an assumed speed advantage: contracts, licensing, investors, liability, funding, tax, remittance and exit all matter.

How is branch profit repatriated to the parent?

The current domestic withholding rate is 15% on the amount that a limited taxpayer filing an annual or special return remits to its head office after deducting corporate income tax from pre-exemption and pre-deduction corporate profit. A treaty may change the outcome; the country, article, residence certificate, beneficial ownership and other conditions are verified before remittance.

Must the branch representative be a Turkish citizen?

The formation rule is not Turkish citizenship; it requires a person resident in Türkiye with full authority to represent the branch in all matters. A foreign representative needs registry documents such as a notarised Turkish passport translation and tax number. If the person will work physically in Türkiye, a work permit or applicable exemption is checked separately; a residence permit alone is not work authorisation.

Is there a minimum capital for a foreign-company branch?

The branch resolution and registry declaration state the capital allocated to the branch. This is not the same concept as the statutory formation capital of a separate A.Ş./Ltd.; however, sector approvals, bank KYC, contract size and operating funding may require a higher allocation. The amount is set for the specific file.

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