Company formation in Turkey

Company formation in Turkey is the right decision for conducting international business directly related to the Republic of Turkey, such as: import of products to Turkey (for example, agricultural products), export of products from Turkey (for example, textiles), and for conducting international business on Middle East.

For the past few decades, Turkey has become one of the most attractive countries for investors and entrepreneurs in the region. This country has a developed infrastructure, a friendly business environment and favorable conditions for doing business. Turkey offers simple and fast company formation procedures for non-residents, which ensure a quick start of a new business. In addition, the Turkish government provides support for small and medium-sized businesses through various programs and government financial incentives.

KEY BENENFITS OF FORMING A COMPANY IN TURKEY

There are several reasons why Turkey is considered attractive for registering a Turkish company and business:

1. Geographical location - Turkey is located at the crossroads of Europe and Asia, which allows it to have a strategic geographical position. This provides convenient access to markets in Europe, the Middle East, Asia and Africa. In addition, Turkey has more than 80 international airports, making it easily accessible for investors and entrepreneurs from all over the world;
2. Developed Infrastructure - The country has a developed infrastructure, including an extensive network of highways, railways, sea and air ports, which allows for easy movement of goods and services within and outside the country. In addition, the Turkish government invests heavily in the development of infrastructure, which ensures its continuous improvement and development;
3. Strong economy - Turkey has one of the largest economies in the world and is a member of the Group of Twenty Leading Economies of the World. The country has a developed industry, agricultural sector and services. Turkey is one of the largest producers of products for export;
4. Cultural and economic environment - Turkey has a rich cultural heritage and a diverse economy, which creates many opportunities for the development of new ideas and approaches to business. One should also note that the intellectual property rights are protected.

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WHAT TYPE OF COMPANY SHOULD YOU FORM IN TURKEY

If you want to incorporate a company in Turkey, there are several popular types of companies to consider, each of which has its own advantages and disadvantages. The main types of companies that can be registered in Turkey are:

Limited Liability Company (LLC) or the Sınırlı Sorumluluk Şirketi (LLC) - this is a type of company that has limited liability of the owners for the company's obligations. LLC owners are not personally liable for the company's debts, except in cases of violation of the law or criminal prosecution. An LLC can have from 1 to 50 shareholders and is typically used for small to medium-sized businesses. This type of Turkish company is the most widespread and accounts for approximately 82% of all registered companies.

Joint Stock Company (JSC) or the Anonim Ortaklık - is a legal form for conducting large business in Turkey, which often requires licensing (for example, banks, insurance companies, construction companies). Joint-stock companies cam be of two types: open or closed. Open JSCs can sell shares on the open market, while closed JSCs can only sell shares among the co-owners of the company. JSCs are often used for larger businesses that require significant capital investment and have a complex ownership structure. Owners of shares are not personally liable for the company's debts, and liability is limited to the amount paid for the shares. Joint-stock companies have a share of 13% among all enterprises registered in the Turkish Commercial Register.

There are also cooperatives (4%) and partnerships (1%), which are not in our focus and should be mostly disregarded when considering forming a company in Turkey.

In this article we will pay bigger attention to the incorporation of a Turkish limited liability company from the non-resident's point of view.

COMPANY STRUCTURE - WHO CAN BE THE DIRECTOR AND SHAREHOLDER OF A TURKISH COMPANY

The director of a Turkish company can be a citizen of any country. There are no residency requirements. At least one of the directors must also be a shareholder of the company.

The minimum number of directors is one.

There are no citizenship or residency restrictions applied to shareholders.

The minimum number shareholders in a Turkish LLC is 1, the maximum is 50.

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NECESSARY DOCUMENTS AND INFORMATION TO FORM A COMPANY IN TURKEY

Company registration in Turkey is a process that requires some preparations. We will need the following information and documents to assist with the incorporation procedure in Turkey:

• A scanned copy of the passport / ID of each shareholder and director, along with the photos in digital form;
• The residential address of each shareholder and director, as well as documentary proof of address (e.g. utility bill);
• Father's and mother's names of each shareholder and director;
• Contact phone number and email of each shareholder, director and the company;
• Name of the company;
• Types of business activities;
• Amount of the share capital (we recommed 100,000 TL to get better chances of successfull account opening in a good bank).

THE PROCEDURE OF FORMING A COMPANY IN TURKEY

Choose the structure and type of company

The first step for registering a company in Turkey is choosing the organizational and legal form of the company. You can form a new company from scratch or register a division of your existing company (a branch).

Choose the name

The second step is to choose a name for your company. The company name must be unique and not be used by another company in Turkey. It is also worth considering that some words and phrases may be prohibited for use in the company name. We recommend choosing three possible name options, which will be used in order of priority.

Come to Istanbul, meet with the notary and translator to form a company

After choosing your company structure and name, we will register your company in Turkey.

We will assist you with all matters, including

• Meeting with a notary in Turkey, signing a sample signature card;
• Preparation, translation into Turkish and submission of documents to the Chamber of Commerce;
• Payment of government fees upon company registration;
• Entering the company into the MERSIS system – assigning a unique business number;
• Assigning a taxpayer identification number in the tax service;
• Production of the company seal (if necessary).

Open the corporate bank account

After the company is registered (this process takes 2-4 business days), it is necessary for the director to come to the bank in person to open an account. Account opening takes 1-2 days.

If necessary, the Turkish company can be registered remotely by Power of Attorney. But we recommend a personal visit, because opening a bank account is usually possible only when the Director pays a personal visit to the bank.

THE COST OF COMPANY FORMATION IN TURKEY

First, the minimum authorized capital is 10,000 Turkish lira. When opening a company in Turkey, it is necessary to have a minimum authorized capital of 10,000 Turkish lira. However, when opening a company, you need to deposit only 25% of the total amount, and the rest can be deposited during the year. It is important to note that the amount of authorized capital depends on the type of company you want to open. We recommend setting the amount of authorized capital at least 100,000 Turkish Liras, because this significantly increases the chances of successfully opening an account in a decent bank.

Second, registration fees, notary fees, legal support for company registration, opening a bank account, as well as the first year of legal address - all this will cost approximately 2500 EUR.

Third, as of 2023, Turkish banks usually require an amount of EUR 5,000 – 10,000 to be placed on a short-term currency deposit when opening an account. This does not mean that all Turkish banks ultimately require a deposit and in every single case.

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ACCOUNTING AND BOOKKEEPING SERVICES IN TURKEY

Companies in Turkey must keep accounting records in accordance with local law as well as international financial reporting standards. Accounting in Turkey is conducted only by persons authorized to represent this profession - Certified Public Accountants and Sworn Certified Public Accountants.

According to Article 227 of the Law on Tax Procedures, the Ministry of Finance of Turkey has made it mandatory that the tax declarations of companies and organizations be signed only by independent certified public accountants or sworn accountants who have received their authority in accordance with the law.

Access to financial statements in Turkey is restricted, and usually the statements are kept internally by the company and are only available to a limited number of people.

We provide accounting services in Turkey for companies registered with our help.

CORPORATE TAXES IN TURKEY

In Turkey, there is a classical system of corporate income taxation. Companies whose office is located in Turkey or which are managed from the territory of Turkey (i.e. are tax residents of Turkey) must pay corporate tax on worldwide income.

The corporate income tax rate is 20% for the 2023 reporting year. For some types of business (for example, for insurance companies, banks, other financial institutions), special corporate tax rates may apply.

Capital gains (income received from the alienation of foreign shareholdings) are usually included in the tax base before taxation by corporate tax. In some cases, if the ownership of foreign corporate rights exceeds 2 years, such income may be exempt from taxation under certain conditions.

Income tax reporting is quarterly and annual. The tax year coincides with the calendar year as a general rule. The deadline for submitting the annual report is April 25 of the year following the reporting year. Submission of the quarterly advance report should be made by the 14th day of the second month following the end of the quarter. Accordingly, for one accounting period (financial year), the company submits three quarterly reports (with payment of corporate tax in advance), as well as one annual report (with the final adjustment of the annual tax payable, deducting the advance payments).

Transfer pricing rules apply in Turkey, according to which the arm's length principle, i.e. market prices, must be followed when conducting cross-border transactions. This approach to transfer pricing corresponds to the general recommendations of the OECD.

Withholding taxtes

• Interest – 0-10%
• Dividends – 10%
• Royalty – 20%
• Payments for professional services – 20%
• Payments to nonresidents for online marketing services – 15%

Withholding tax may be charged at lower rates, subject to the application of a Double Taxation Agreement with the relevant country.

Value Added Tax (VAT) is 18% in Turkey.

CORPORATE BANK ACCOUNT IN TURKEY

Opening an account in a Turkish bank can provide access to banking services and financing with low interest rates. Turkish banks have a wide network of branches and representative offices around the world, which allows businesses to have convenient access to financial services.

To open a corporate bank account in Turkey, the following documents and information must be provided:

• Company registration documents and tax number;
• Documents confirming the identity of the director and beneficial owner: requirements may vary depending on the bank, but in general, copies of the passport of the director and beneficial owner of the company are required, as well as a proof of address of the director and beneficial owner;
• Documents confirming the financial status of the company: banks may request a copy of the company's balance sheet and other documents confirming the financial status if the account is opened for an existing company;
• Company's contact information: you must provide information about the company's address, phone number and email;
• Information about business partners: some banks may request information about the company's business partners, including their names, jurisdiction of incorporation and contact information;
• Other requirements: some banks may have additional requirements, for example, a requirement to have a minimum balance on the account, placement of a deposit.

In general, to open a corporate account in Turkey, it is sufficient to have documents that confirm the legal status of the company, the identity of the director and the beneficiary.

We recommend the following banks in Turkey:

• Emlak Katilim;
• Vakif Katilim;
• Garanti Bank;
• TEB Bank.

Also, keep in mind that at least one account should be opened in a government-owned bank, because private banks do not have the function of paying taxes to the budget.

WHY SHOULD YOU CONTACT TAXTERS FOR REGISTERING A TURKISH COMPANY

Registering a company in Turkey can be a profitable step for business. The key points in the registration process are determining legal form, choosing a company name, registering with the tax office and opening an account with the right bank on the first try. We offer professional assistance in all aspects of company registration in Turkey, which will help reduce risks and save time. If you are planning to start your company in Turkey, the Taxters team is ready to help. Contact us for more information and to start the process of forming your company in Turkey today.

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