To establish a branch in Turkey, a foreign company must first decide what the branch will do and who will represent it locally. A branch can carry out commercial activities, but it remains part of the foreign parent rather than becoming a separate Turkish company. The parent company must appoint a fully authorised representative resident in Türkiye and prepare documents showing its legal status and decision to open the branch. These decisions affect the registration file and the obligations the parent will assume through its Turkish operations.
The process then moves from preparing and authenticating the foreign documents to a MERSİS application and filing with the relevant trade registry. Registration is followed by the tax, banking and operational steps needed before the branch starts trading. A company considering several ways to enter the market can first review the broader business setup options in Turkey. This guide focuses on the decisions, documents and filing sequence specific to a foreign company’s Turkish branch.
Can a Foreign Company Open a Branch in Turkey?
A company established abroad can register a branch to conduct its business in Türkiye. The branch has no shareholders or separate legal identity: it operates as part of the foreign parent. Its activities must fall within the parent company’s purposes, so the proposed Turkish operations should be checked against the parent’s corporate documents before the registration decision is made. A branch can enter into commercial transactions, subject to any permits required for the activity.
The parent company must appoint a representative resident in Türkiye with full authority to represent the branch. This appointment needs to be clear in the parent’s resolution or a separate power of attorney submitted for registration. The branch structure does not create a separate liability shield for the foreign parent, which makes the scale and nature of the planned contracts relevant to the choice. Companies weighing that exposure against a separately incorporated entity can consult the broader business law guide for foreign investors before committing to the branch structure.
What Documents Are Required to Establish a Branch?
The starting document is the foreign parent company’s decision to open a Turkish branch and appoint a fully authorised representative resident in Türkiye. The decision should identify the proposed branch and make the representative’s powers clear. If those powers are set out in a separate power of attorney, that document must also be prepared for the registration file. Inconsistent names or authority across the documents can require corrections before the application proceeds.
The file also needs evidence of the parent company’s current registration and its constitutional documents. For registration in Istanbul, the trade registry requires a letter from the competent authority addressing the conditions imposed by the parent’s home-country law and the documents required there for branch registration. The documents required under that law must also be submitted. A declaration signed on behalf of the parent provides details including its activities, the branch’s address, allocated capital and representative. The parent’s potential Turkish tax number must be obtained and included with the application; a separate potential tax number for the proposed branch is not required. The Istanbul filing also includes a petition, establishment notification form, chamber registration declaration and the branch representative’s signature declaration.
Documents issued abroad must be authenticated as applicable, through an apostille or Turkish consular certification, and submitted with notarized Turkish translations. The company should check the relevant trade registry’s document list before arranging these formalities, particularly if the parent’s records are issued by several authorities. It should also confirm that the intended branch activities fall within the parent’s purposes and whether any sector-specific approval is needed. Preparing the foreign documents in the right form is often the step that determines when the registration application can actually be filed.
How Does Branch Registration Work?
Once the documents are ready, the application is entered into MERSİS. For a branch in Istanbul, the applicant obtains a MERSİS request number, books a trade registry appointment and submits the supporting documents to the relevant Istanbul Chamber of Commerce office. The filing includes the parent company’s potential Turkish tax number, the branch-opening decision, evidence of the parent’s status and the representative’s authority. The registry reviews whether the application details match the documents presented.
The branch name, address, activities and representative must be recorded consistently. The application also states the capital allocated to the branch; this is distinct from a statutory minimum capital requirement to establish one. Istanbul’s registry specifies a naming format for a foreign company’s first Turkish branch, so the proposed name should be checked before the parent signs its decision. If the business requires a separate official approval to open a branch, that approval must be included in the filing.
After the registry accepts the application, the branch is registered and the relevant particulars are announced in the Turkish Trade Registry Gazette. The company can then use its registration documents for the steps needed to make the branch operational. Registration itself should therefore be treated as one stage of opening the branch, rather than the date on which every planned activity can necessarily begin.
What Must Be Done After Registration?
After registration, the company should verify the branch’s tax registration and arrange the accounting records and invoicing procedures required for its activities. The parent should establish how transactions between its head office and Turkish branch will be recorded. A registered branch remains part of the foreign company, but its Turkish activities still create local reporting and tax obligations. The treatment of particular transactions should be reviewed against the planned business and any applicable tax treaty.
Banking and staffing also need separate attention. Trade registry registration does not automatically open a bank account; the bank will review the branch and its authorised representatives under its own procedures. Companies that need to receive customer payments should plan the corporate bank account opening process in Turkey as part of their launch timetable. If the branch will hire employees, the required social security and employment steps must be completed in connection with that hiring.
Finally, the company should confirm whether its sector requires a licence or other approval before operations start. The branch’s applicable foreign direct investment reporting obligations must also be checked, with the relevant information submitted through E-TUYS. These matters should be assessed against the activities stated in the registration file, since a registered branch is not automatically authorised to carry out every regulated activity its parent conducts abroad.
What Commonly Delays a Branch Opening?
Delays often begin before the MERSİS application. The parent’s decision may appoint a representative without giving them the full authority required for registration, or its corporate records may use details that differ from those in the application. A document issued abroad may also need an apostille or consular certification before its Turkish translation can be submitted. Checking the registry’s requirements before documents are signed abroad can avoid having to issue them again.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
