Opening a Branch Office in Turkey

Informative note: This post is for general information only and does not constitute legal advice.

Who this is for: founders, in-house counsel, and ops leads who want a process view of opening a branch (şube) in Türkiye—without drowning in document acronyms.

1. What is a “branch” in practice?

   
   

A branch is not a separate legal entity; it’s your foreign company operating in Türkiye under its own name. It must be registered with the Trade Registry and follow local tax/reporting rules. Registry is processed via MERSIS, the Ministry of Trade’s central online system.

Key requirement: Branches of foreign companies must appoint a fully authorized representative who resides in Türkiye (full authority toward public/private bodies and courts).

2. Road-map

   
   

   2.1. Decide & scope

   Confirm the parent company details, scope of Turkish activities, and who will serve as the resident, fully authorized representative. This is a statutory point for foreign branches.

   
   

   2.2. Prepare for MERSİS & registry

   Commercial registry runs through MERSİS; filings finish at the Trade Registry Directorate (Chamber of Commerce). Türkiye’s investment office notes same-day completion is possible at the registry when inputs are ready.

   
   

   2.3. Submit branch registration

   The Ministry of Trade guide lists the documents for foreign branch registration (e.g., parent’s decision to open a branch and appoint the resident fully authorized representative, evidence from home authority, notarized/translated corporate records, signature declarations).

   
   

   2.4. Gazette announcement & public record

   After registration, announcements are published in the Turkish Trade Registry Gazette (publicly searchable).

   
   

   2.5. Tax go-live & e-systems

   Post-registration, proceed with tax activation and set up e-systems (e-Invoice / e-Archive / e-Ledger) on the Revenue Administration (GIB) rails; activation is done via official portals. (Thresholds and timelines depend on activity/turnover.)

   
   

3. FAQ

• How do third parties verify our branch?Check the Turkish Trade Registry Gazette announcements online.

• Branch vs. subsidiary: what’s the real difference?A branch is not a separate legal entity; it’s the foreign company operating in Türkiye. A subsidiary is a Turkish company with its own legal personality.

• Do we need minimum capital for a branch?No separate paid-in capital is required for a branch (unlike a JSC/LLC). Costs still arise from registration, notarization, translations, etc.

• Must we appoint a local representative?Yes. A Türkiye-resident, fully authorized representative is required for foreign branches.

• Can a branch issue invoices and sign contracts?Yes—in the name of the foreign company’s Turkish branch. Make sure tax activation and e-systems are live first.

• Do we need a physical address?Yes. A registered address in Türkiye is required for registry and tax purposes (virtual office may or may not suffice—check your activity and provider).

• Bank account: is in-person presence necessary?It depends on the bank’s KYC policy. A local signatory or planned in-person visit usually speeds things up.

• What taxes apply to a branch?Branches are generally taxed on Turkey-source income. Expect corporate income tax, VAT (where applicable) and withholding tax scenarios depending on activity.

• Can a branch hire employees?Yes. You can hire locally; handle payroll, social security (SGK) registration and withholding just like a Turkish entity.

• Intercompany charges: anything to watch?Yes—treat service/management fees on an arm’s-length basis. Expect transfer pricing documentation thresholds and substance questions.

• Data protection: do we need to do anything under KVKK?Likely yes. If you process personal data in Türkiye, prepare privacy notices, data processing agreements, and registry/record steps as required.

• Sector licences: when are they needed?If your activity is regulated (finance, logistics, health, etc.), you may need sector-specific permits in addition to branch registration.

• Language & legalization: which documents, which format?Many corporate records require notarized Turkish translations and often apostille. Plan this path early to avoid delays.

• Repatriating branch profits: any constraints?Profits can generally be remitted abroad after meeting tax obligations and any foreign exchange formalities via your bank.

• Changing the branch representative or address: how hard is it?Both changes are registrable events—file updates via registry/MERSİS and reflect them in the Gazette and tax portals.

• How do we close a branch?You need a formal deregistration with the Trade Registry and tax clearances; close e-systems and bank accounts in sequence.

Written by Merih Okuyaz (Istanbul Bar Association). Informational only; not legal advice.

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