Foreign companies setting up subsidiaries in Türkiye must meet various requirements before operating payroll services in Türkiye. First is establishing a subsidiary, usually a limited liability company (Ltd. Şti.), which operates under the new Turkish Commercial Code (TCC). Türkiye formally changed its name (from Turkey) in June 2022 and is recognised as such by the United Nations.
Establishing any company overseas inevitably involves dealing with red tape. In Türkiye, for example, procedures to set up a limited liability company include:
- Since implementing the TCC, all registration has been handled through the Central Registration System (Merkezi Sicil Kayit Sistemi, MERSIS).
- Register with MERSIS and check the availability of a unique company name; obtain a tracking number for registration and compile the subsidiary’s Articles of Association to comply with MERSIS guidelines.
- Attend Trade Registry Office or public notary to have Articles signed by shareholders and witnessed; founders’ declaration to be signed by founders.
- The minimum share capital is TRY 10,000 (€548, US$556). However, 0.04% of the share capital must be deposited into a bank account as a fee for the Turkish Competition Authority (anti-monopoly fee).
- A corporate bank account is needed before starting the registration process.
- Please provide all required and notarized documents to the Trade Registry Office with the MERSIS tracking number, and with their approval, the company becomes a legal entity.
- Registration of business address through MERSIS.
- Register with the Turkish Revenue Administration (Gelir İdaresi Başkanliği GİB) to obtain the Tax Identification Number, TIN (Vergi Numarasi).
- The formation of the company must be published in the Trade Register.
- A public notary or the Turkish Consulate will verify the signatures of individuals authorized to represent the company.
- The company must register with the Social Security Institution (Sosyal Güvenlik Kurumu, SSI or SGK), which can be done through MERSIS.
Once established, entities must register with the relevant district tax office and the provincial social insurance authority and obtain necessary workplace permits from the appropriate municipality. Companies intending to trade must register with the local Chamber of Commerce and those involved in production operations with the Chamber of Industry.