Turkey

The Republic of Turkey is a country located partly in South-West Asia and partly in Southern Europe. This progressive state is characterised by rapid economic development, attractive tax environment, and favourable conditions for setting up a business of any size, from small to large.

6 simple steps to purchase a company

  1. choosing a country

  2. choosing a bank

  3. payment (by any method)

  4. sending documents

  5. company registration

  6. bank account opening

Legal forms

A foreign entrepreneur willing to register a company in Turkey can choose from the following organisational and legal forms:

  1. Limited Liability Company (LLC);
  2. Joint Stock Company (JSC);
  3. Free Zone Company (FZC);
  4. Technology Development Zone Company (TDZC);
  5. Mining Company (Turkish: Sharikat Altaedin).

Limited Liability Company (LLC)

Limited Liability Company (Turkish: Limited şirket) is one of the most convenient and manageable organisational forms, which is preferred by the majority of foreign entrepreneurs.

If you are planning to incorporate an LLC in Turkey, a series of mandatory requirements imposed by the local regulator shall be complied with. In particular, you will have to:

  1. Receive approval for the chosen company name. The latter must indicate the main activities to be carried out by the enterprise and be ended by “Limited şirket”
  2. Appoint a shareholder and a director of any residency. Shareholders may be both natural and legal persons, whereas the director position can only be held by an individual
  3. Appoint a secretary (may be a non-resident)
  4. Deposit a minimum (paid-up) share capital of EUR 1,600
  5. Carry out audits and file annual tax returns.

When registering a company (LLC in particular), the local office address is required. However, you do not need to hire Turkey residents only, expatriates are also allowed to be employed.

In accordance with the provisions of the EU Regulation on freedom of movement for workers within the Union, the nationals of the EU member states hired by a Turkish company are not required to obtain a work visa.

Joint Stock Company (JSC)

Joint Stock Company (Turkish: Anonim şirket) is the second most popular company type after LLC. Relatively simple incorporation process as well as opportunity to receive state grants and benefit from business incentives is one of the main reasons why entrepreneurs opt for this legal form.

If you want to register a JSC in Turkey, the following requirements of the local regulator must be met:

  1. One or more shareholders of any residency
  2. Minimum share capital of EUR 29,218
  3. A Turkey resident secretary
  4. Local registered office address
  5. Audit reports, annual financial statements and tax returns.

Free Zone Company (FZC)

It should be noted that to date the country has 19 free zones with special regulatory regime aimed at promoting exports of goods and services. FTZ are also referred to as Export Processing Zones (EPZs). The Operating Licence is required to run a business within such zones.

An entrepreneur may establish a company in a free zone if an enterprise to be incorporated carries out one or more activities listed below:

  1. Research and development (R&D)
  2. Software development
  3. Trading
  4. Banking
  5. Insurance
  6. Warehouse logistics.

The most popular zones are:

  1. Mersin Free Zone (the first free zone in Turkey)
  2. Tubitak MRC Free Zone
  3. Istanbul Thrace Free Zone.

The requirements to be implemented if setting up a company in a Turkish free zone are as follows:

  1. At least one shareholder (individual or entity) of any residency/nationality
  2. At least one director of any residency/nationality
  3. Unique company name
  4. Company manager (may be a non-resident)
  5. A minimum share capital of EUR 1,600
  6. A bank account in Turkey
  7. Mandatory audit
  8. Annual tax returns
  9. Optional: own local office (rented one is also allowed)

Free Zone Company (FZC) advantages

  1. Easy access to local and foreign markets (EU, Asia)
  2. Corporate income tax rate for manufacturing companies and enterprises delivering certain types of logistics services — 0%
  3. The rate of consumption tax, property tax, VAT, and PIT is 0%
  4. 100% foreign ownership is allowed
  5. No stamp and customs duties
  6. Free repatriation of profit
  7. Workspaces, offices, and warehouses are available for rent
  8. Simplified procedure of setting up a business

Taxation in Turkey

  1. Corporate income tax — 22% (reduced rate of 4% is applied for mining companies);
  2. VAT — 18% (reduced rates of 8% and 1% are available);
  3. Personal income tax — 20-35%;
  4. Tax on dividends — 0-20%;
  5. Tax on interest and royalties — 10-20%.

Establishing a company in Turkey: essential features

The locally registered enterprises providing construction and renovation services abroad are not subject to the corporate income tax.

In particular cases, 75% of the profits arising from the sales of the company’s shares are exempt from capital gains tax.

Under certain conditions, when foreign subsidiary is sold by a Turkish company, the corporate income tax rate is not levied.

If the locally registered company owns shares in a foreign enterprise, dividend income may be exempt from taxation.

Documents

  1. natural persons shall submit: notarised photocopy of international passport; Turkish tax ID number; proof of residence (bank statement with rubber stamp or utility bill);
  2. legal persons shall submit: standard set of registration documents; resolution of the company’s founders on establishing an enterprise in Turkey; identification papers (photocopies of international passports) and beneficiaries’ photographs.

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