Finlexia is a globally recognized Turkish Accounting Firm with a long record of excellence and professional leadership in Istanbul, Turkey. Our Turkish company formation team is prepared to handle your company formation needs in Turkey. Our Turkish company formation team is experienced in Turkish liaison office formation, branch office formation, free trade zone company formation in Turkey, joint stock company, joint venture formation, limited liability company formation, holding company formation, and company management and governance.

Liaison Office Formation in Turkey

Companies established in accordance with laws of foreign countries can open liaison offices in Turkey provided that those offices do not carry out any commercial activities in Turkey. So as to open a liaison office in Turkey, the relevant company has to apply to the Directorate General of Foreign Investments of the Undersecretariat of Treasury.

Applications for establishment and extension are to be finalized within 5 days following the application provided that the necessary documents are complete and proper. Applications of foreign companies to establish liaison offices so as to operate in sectors subject to special legislation such as money and capital markets, insurance, etc. are assessed by the relevant regulatory and supervisory authorities.

Liaison Office Formation in Turkey

Application Documents for Liaison Office Formation in Turkey

The following documents have to be submitted to the Directorate General for establishing a liaison office in Turkey:

  • The original copy of Certificate of Activity approved by the related Turkish Consulate or approved in accordance with the provisions of the Convention on the Abolishing the Requirement of Legalization for Foreign Official Documents Approval Obligation, prepared on the basis of the Hague Conference on International Private Law,
  • Operational report or balance sheet and income statement of the main company,
  • The original copy of power of authority issued to the name of the person who is appointed to carry out the operations of the liaison office,
  • The original copy of power of attorney in case that another person will carry out the establishment transactions of the liaison office.

Starting Operations

After an establishment permit is granted by the Directorate General of Foreign Investments, the relevant Liaison office is supposed to register to the local tax office and to send a copy of the tax office registration document to the Directorate General latest within 1 month.

Periodically Informing the Undersecreariat of Treasury

Liaison offices are supposed to provide the Directorate General with the followings every year latest until end of May so as to inform the authority about their activities of previous years. Documents certifying that the previous years expenses of the office have been covered by foreign currency transferred from abroad have to be enclosed as well.

Duration of Operation Permits and the Extensions

Liaison offices are granted operation permits for 3 years at most. For extensions, successive extensions of maximum 3 years each may be granted by taking into consideration the activities of previous years and plans and objectives for the future.

Termination of Activities

In case a liaison office terminates its activities, the termination and examination of business note to be received from the related tax office has to be submitted to the Directorate General of Foreign Investments. Liaison offices cannot claim any money transfer except the residue arising due to termination or liquidation. The Undersecretariat might cancel the permits of liaison offices in case the offices are found to have violated the legislation.

Company Formation in Turkey

Today, clients are faced with unprecedented challenges as new laws and regulations are changing the way the corporate world works. Finlexia Accounting Firm has one of the preeminent corporate governance practices in Turkey, drawing upon the expertise of our corporate, securities, governance, litigation, and compensation specialists to provide our clients with the information and analysis needed to respond to a rapidly changing regulatory environment.

We regularly advise clients with respect to the formation of companies. Our services with respect to company formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, and liaison offices. We provide targeted advice with respect to both the choice of entity and Turkish laws under the entity is to be organized.

Company Formation in Turkey

Turkish Company Formation Services

Our company formation team is experienced in formation and governance of;

in Turkey. We maintain a unsurpassed practice counseling and representing large and small companies and boards of directors regarding entity formation and corporate governance matters. We advise our public and private clients on all matters concerning formation of new entities from corporate formalities to tax issues.

We also advise our company clients on a full range of new laws and related matters, as well as other corporate governance rules. Our clients range from small private companies with no internal legal staff to medium size companies with their own internal legal staff. For each of our clients we tailor our approach to that client’s unique requirements.

Turkish Limited Company Formation Lawyers

A Turkish Limited Liability Company (LLC) needs to have an initial capitalization of 10.000.-TL (around 2,500.-USD) and 1 to 50 shareholders. A shareholder of an LLC has a partnership share calculated in accordance with the nominal value of capital subscribed to. In certain cases, the total share of each shareholder is regarded as one equity share, regardless of nominal value. Transfer of shares is subject to major restrictions in an LLC (such as approval by other shareholders representing 75% of the capital) and may be altogether restricted.

Subject to the conditions prescribed in the Turkish Commercial Code and any conditions provided for in the Articles, it is possible to expel a shareholder, and a shareholder may also request from a court the dissolution of an LLC subject to certain conditions. As shares of an LLC is not represented by share certificates, share transfers are effected through registration of an executed and notarised sale and purchase agreement with the competent trade registry together with a shareholders’ decision approving such share transfer.

Turkish Limited Company Formation Lawyers

Turkish Limited Company Formation Services

Although liability of the shareholders is limited to the amount of share capital owned in the company, and the shareholders are not personally liable for any debt or other liability of the company, shareholders of an LLC may be held liable for the public debts of the company, such as tax liabilities. Despite the restriction on the companies for acquiring their own shares, if an LLC ends up acquiring the shares of one of its shareholders against its receivables, then the shareholders are jointly liable for the payment of the un-paid portion of the newly acquired shares by the company.

We maintain a unsurpassed practice counseling and representing large and small companies and boards of directors regarding LLC formation and governance matters. We advise our clients on all matters concerning formation of new entities from corporate formalities to tax issues.

We regularly advise clients with respect to the formation of companies. Our services with respect to company formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, and Turkish liaison and branch offices. We provide targeted advice with respect to both the choice of entity and Turkish laws under the entity is to be organized.

Our clients range from small private companies with no internal legal staff to large companies with their own internal compliance teams. For each of our clients we tailor our approach to that client’s unique requirements.

Joint Venture Formation in Turkey

Joint ventures are becoming more commonly used in all industries as businesses with complementary operations seek to collaborate to develop new projects, pursue joint financing to expand distribution, or realize other strategic business objectives in Turkey and around the world. Finlexia has extensive experience with joint ventures in various industries and practices. We work with clients on all stages of joint venture formation and management. Our Joint Ventures attorneys focus on specific industries:

Energy Joint Ventures

Our attorneys have significant experience in negotiating joint ventures in the energy industry. We have represented publicly traded energy companies, large private equity funds, public and private institutions, foreign investors, university endowments and a variety of taxable and tax-exempt investors in their energy investments and joint ventures. We also have significant experience in representing management teams in their negotiations with private equity fund investors. Our practice group has assembled a team of lawyers and legal professionals with diverse, but complementary, experience so that we may provide assistance in all matters affecting our energy clients and their businesses.

Our lawyers have knowledge in oil and gas, power, clean energy, corporate-securities, mergers and acquisitions, partnership, tax, international, venture capital, employment, environmental, finance, and litigation issues that affect the energy industry. This multi-disciplinary approach affords our clients efficient access to lawyers possessing the depth of experience necessary to address any need they may have, while creating a team of professionals particularly suited to providing the creativity and flexibility necessary to guide those clients through the rapidly evolving legal and regulatory landscape.

Joint Venture Formation in Turkey

Projects Joint Ventures

Finlexia has extensive experience counseling joint ventures and investors in joint ventures, often in cross-border situations. Our lawyers work closely with consortium members or venturers and their in-house counsel, or with an individual investor in a project, to identify their business, tax, financing, governance and other concerns and priorities, and to develop appropriate structures and approaches. Our experience and understanding of the underlying business allows us to provide practical advice to help clients achieve project success.

The significant capital costs and high commercial risks associated with the energy industry frequently create the need for complicated and innovative joint venture structures to achieve economies of scale, to allocate risks and to access market opportunities for substantial capital investments, including joint ventures involving oil and gas exploration and development, electric power projects, gas storage facilities and pipeline and LNG projects. We have structured, negotiated and documented joint venture arrangements in many sectors of the energy industry, where industry participants frequently act through joint ventures.

In addition to the energy sector, we have extensive joint venture experience across many other industries, including telecommunications (cable, telephony, satellite services and the Internet), transportation (airlines), pharmaceuticals and healthcare, entertainment and sports, real estate, information technology, computer technology, software development, transportation and mining.

Finlexia’s corporate practice handles entire joint venture endeavors from inception to final agreement, with special emphasis on structuring the venture entity, tax planning and corporate governance between or among the partners.

Real Estate Joint Ventures

Real estate joint ventures are a common vehicle for blending development expertise, product expertise and local knowledge with capital sources. These capital sources include public funds, private funds, high net worth individuals, and tax-exempt investors (including retirement funds and sovereign funds). Finlexia has extensive experience in the formation of joint ventures representing the service provider and the capital source. Finlexia‘s experience extends to the formation of joint ventures involving tax-exempt entities in joint enterprises with taxable entities. Our joint venture experience includes both acquisition and development of the following real estate product types: office, hospitality, retail, mixed use, special venues, and land development.

Free Trade Zone Company Formation in Turkey

A Turkish Free Trade Zone is a specially designed production site which aims at increasing export-oriented investment and production in Turkey, accelerating the entry of foreign capital and technology into Turkey, enhancing the productivity and economies of scale and increasing the utilization of external financial sources and trade opportunities. Although an Free Trade Zone is within the boundaries of the Republic of Turkey, it is treated as if it were a territory abroad. National regulations relating to foreign trade, financial and economic areas are partially applicable to Free Trade Zones. There are 20 Free Trade Zones in Turkey and their annual trade volume amounted to more than $ 23 billion in year 2005.

Free Trade Zone Company Formation in Turkey

Turkish Free Trade Zone Company Formation Services

We maintain a unsurpassed practice counseling and representing large and small companies and boards of directors regarding company formation in a Turkish Free Trade Zone and governance matters. We advise our clients on all matters concerning formation of new entities from corporate formalities to tax issues.

We regularly advise clients with respect to the formation of companies. Our services with respect to company formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, and Turkish liaison and branch offices. We provide targeted advice with respect to both the choice of entity and Turkish laws under the entity is to be organized.

Our clients range from small private companies with no internal legal staff to large companies with their own internal compliance teams. For each of our clients we tailor our approach to that client’s unique requirements.

Free Trade Zone Company Tax Incentives

  • Production companies in one of Turkish Free Trade Zones are exempt from both corporate and income taxes
  • Goods imported from abroad are exempt from customs duty. In addition, there are no restrictions on the age/model of machinery to be imported from abroad, and these items are exempt from both VAT and customs duty
  • Goods purchased in Turkey by companies located in a Free Trade Zone are exempt from VAT
  • Companies based in a Free Trade Zone can keep their products in a designated duty-free storage area for an indefinite period of time and they can export the products in lots at any time (at the time of export, a customs duty for the lots is paid)
  • Energy, water and telephone utilities supplied within a zone are all exempt from special consumption tax (OTV) and VAT
  • 100% exemption from customs duties and other assorted duties.
  • 100% exemption from corporate income tax for manufacturing companies.
  • 100% exemption from value-added tax (VAT) and special consumption tax.
  • 100% exemption from stamp duty for applicable documents.
  • 100% exemption from the real estate tax.
  • 100% income and corporate tax exemption for certain logistics services to be offered at the FZs, provided that they are export-oriented.
  • 100% exemption from income tax on employees’ wages (for companies that export at least 85% of the FOB value of the goods they produce in the FZs.
  • Goods may remain in FZs for an unlimited period.
  • Companies are free to transfer profits from FZs to abroad as well as to Turkey, without restrictions.
  • Exemption from title deed fees when acquiring and selling a property.
  • VAT exemption during construction, design, settlement, and approval processes.
  • Ready infrastructure exempt from VAT and other taxes.
  • Import permit for second-hand, used machinery. ​

Free Trade Zone Company Operating Licence

In order to operate in a Turkish Free Trade Zone, companies need an Operating Licence which is granted by the Regulator mentioned above. The firms which are found appropriate to get an Operating Licence and which intend to rent an open area must sign a rental contract with the Zone Operator, or Founder & Operator. Firms intending to rent a closed area must sign a rental contract with one of the users holding Renting Operating Licence. Upon the submission of a copy of the rental contract approved by the related Zone Directorate to the regulator, operating licence is granted to the applicant.

List of Turkish Free Trade Zones

FREE ZONES IN TURKEYDATE OF EST.
1MERSIN FREE ZONE1985
2ANTALYA FREE ZONE1985
3AEGEAN FREE ZONE1987
4ISTANBUL ATATURK AIRPORT FREE ZONE1990
5TRABZON FREE ZONE1990
6ISTANBUL THRACE FREE ZONE1990
7ADANA YUMURTALIK FREE ZONE1992
8ISTANBUL INDUSTRY & TRADE FREE ZONE1992
9MARDIN FREE ZONE1994
10SAMSUN FREE ZONE1995
11EUROPE FREE ZONE1996
12RIZE FREE ZONE1997
13KAYSERI FREE ZONE1997
14IZMIR FREE ZONE1997
15GAZIANTEP FREE ZONE1998
16TUBITAK-MRC FREE ZONE1999
17DENIZLI FREE ZONE2000
18BURSA FREE ZONE2000
19KOCAELI FREE ZONE2000

Joint Stock Company Formation in Turkey

A Turkish Joint Stock Company (JSC) can be established for an indefinite period with at least one real person or legal entity shareholder, and an initial capital of at least 50.000.-TL (around 12,500.- USD). Under Turkish law, certain activities such as banking or insurance can only be carried out by companies established as a JSC. In addition, only JSC may offer its shares to public, and trade its shares at the stock exchange.

The capital of a JSC is divided into shares, each being separate and conferring equal rights in proportion to their nominal value, except in case of special privileges. Shares are freely transferrable, however certain transfer restrictions may be set forth in the Articles of Incorporation. Share transfer in JSC is effected through endorsement and delivery of the share certificate or provisional share certificate, as the case may be. Furthermore, once a share subscribed is paid in full, the holder of that share may not be expelled.

Joint Stock Company Formation in Turkey

Turkish Joint Stock Company Formation Services

We maintain a unsurpassed practice counseling and representing large and small companies and boards of directors regarding JSC formation and governance matters. We advise our clients on all matters concerning formation of new entities from corporate formalities to tax issues.

We regularly advise clients with respect to the formation of companies. Our services with respect to company formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, and Turkish liaison and branch offices. We provide targeted advice with respect to both the choice of entity and Turkish laws under the entity is to be organized.

Our clients range from small private companies with no internal legal staff to large companies with their own internal compliance teams. For each of our clients we tailor our approach to that client’s unique requirements.

Branch Office Formation in Turkey

Branch offices have autonomous capital and accounting to carry out commercial transactions with third parties, although they are closely associated with the parent company in respect of internal management. This means that rights, debts, profits and losses of the branch offices are assumed by the parent company.

A branch office can only engage in activities of its parent company. It cannot provide goods and services or engage in any commercial activities that are not specified in the parent company’s articles of association. Although there is no legal capital requirement for branch offices, it is required that the incorporating company maintains a capital sufficient to run the branch office in practice.

A branch office shall use the same corporate name as that of the parent company by indicating that it is a branch office and also contain the location of the head office and the branch office. A fully authorized commercial representative (branch office manager) residing in Turkey needs to be appointed in order to run day-to-day business of the branch office.

Branch Office Formation in Turkey

Turkish Branch Office Formation Services

We maintain a unsurpassed practice counseling and representing large and small companies and boards of directors regarding branch office formation and governance matters. We advise our clients on all matters concerning formation of new entities from corporate formalities to tax issues.

We regularly advise clients with respect to the formation of companies. Our services with respect to company formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, and Turkish liaison and branch offices. We provide targeted advice with respect to both the choice of entity and Turkish laws under the entity is to be organized.

Our clients range from small private companies with no internal legal staff to large companies with their own internal compliance teams. For each of our clients we tailor our approach to that client’s unique requirements.

Reach us for Liaison Office Formation in Turkey

Since its foundation, Finlexia Turkish Accounting Firm has been the choice of numerous clients in Turkey. Thanks to its nationally recognized accountants and accounting services, our accounting firm is now one of the leading accounting firms in Istanbul, Turkey. You may reach our accountants and lawyers for Liaison Office Formation in Turkey by sending by sending an email or filling in Contact Form in Contact page.