Company Formation
Opening a Branch in Türkiye for a Turkish Company
Opening a branch in another province or district for companies established in Türkiye: the branch opening resolution, document preparation, trade registry registration, and chamber, tax and social security (SGK) procedures.
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Overview
Under Turkish law, a branch (şube) is a place that belongs to a commercial enterprise, is located within the registry district of its head office or in another registry district, and carries out industrial or commercial activity on its own; sales stores are also branches. A branch does not need to have separate capital or separate accounting. (Trade Registry Regulation (Ticaret Sicili Yönetmeliği), Art. 118)
A branch is an operating unit attached to the head office; opening a branch does not involve forming a new company. Branches of enterprises whose head office is in Türkiye are registered and announced in the trade registry (ticaret sicili) of the place where they are located, with a cross-reference to the head office. (Turkish Commercial Code No. 6102, Art. 40/3; Trade Registry Regulation, Art. 121)
As KEYBIZ CPAs & Advisors, we provide advisory services on preparing the branch opening resolution, branch registration, chamber, tax and Social Security Institution (SGK) registrations, and the accounting set-up for branch operations. For companies whose head office is outside Türkiye, see our Branch Formation for Companies Headquartered Abroad page.
Differences Between a Branch and a New Company
| Branch | New Company | |
|---|---|---|
| Legal Structure | An operating unit attached to the head office; no separate company is formed | A new company with its own legal personality |
| Trade Name | Uses the head office’s trade name, stating that it is a branch (Turkish Commercial Code, Art. 48) | Uses its own trade name |
| Capital | If capital is allocated to the branch, it is shown in the registration (Trade Registry Regulation, Art. 121) | Minimum capital: TRY 50,000 for a limited liability company (Limited Şirket), TRY 250,000 for a joint stock company (Anonim Şirket) |
| Registration | With the registry of the place where it is located, with a cross-reference to the head office (Trade Registry Regulation, Art. 121) | Formation registration |
| Tax | The branch’s income is included in the head office’s corporate tax return | A separate corporate taxpayer |
Branch Opening Process
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Branch Opening Resolution
The body authorised under the articles of association decides to open the branch. The resolution sets out:
- The branch’s trade name and address
- The persons who will represent the branch and the manner of representation
- Capital allocated to the branch, if any
The branch’s trade name consists of the head office’s trade name plus additions showing that it is a branch; other additions relating to the branch may also be made. (Turkish Commercial Code, Art. 48; Trade Registry Regulation, Art. 119)
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Preparation of Documents
Documents submitted to the trade registry directorate (ticaret sicili müdürlüğü) for branch registration (Trade Registry Regulation, Art. 120):
- A notarised copy of the authorised body’s resolution on opening the branch
- A certified copy of the articles of association, with any amendments
- Signature declarations (imza beyannamesi) of the persons authorised to represent the branch, prepared under Art. 40 of the Turkish Commercial Code
- If opening the branch is subject to the permission or approval of a ministry or another public authority, that permission or approval letter
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Trade Registry Registration and Chamber Membership
The application is made through the Central Registry System (MERSİS), and the documents are submitted to the trade registry directorate where the branch is located. The branch is registered with a cross-reference to the head office’s registry record. The registration includes (Trade Registry Regulation, Art. 121):
- Head office details
- The branch’s trade name and address
- The persons authorised to represent the branch and the manner of representation
- Capital allocated to the branch, if any
Entries recorded in the head office’s registry are also registered in the branch’s registry. (Turkish Commercial Code, Art. 40/3)
The branch registers with the chamber of commerce or chamber of industry (ticaret veya sanayi odası) where it is located. (Law No. 5174, Art. 9)
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Tax and SGK Procedures
Under General Communiqué No. 546 on the Tax Procedure Law No. 213 (VUK), registration with the trade registry is sufficient when a branch is opened. The information is transmitted electronically to the Revenue Administration (Gelir İdaresi); no separate notification to the tax office (vergi dairesi) is required.
If insured employees will work at the branch, the workplace registration form (işyeri bildirgesi) is submitted to SGK no later than the date on which insured employees start work. (Law No. 5510, Art. 11) For details, see our Payroll Services page.
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Accounting Set-Up
The branch’s transactions are reflected in the head office’s records. Whether the branch keeps separate accounts is determined according to the structure of the business. For details, see our Accounting and Bookkeeping page.
Frequently Asked Questions
Is Every New Workplace a Branch?
Places where industrial or commercial activity is carried out on their own, and sales stores, are branches; separate capital or accounting is not required. (Trade Registry Regulation, Art. 118)
How Is the Branch’s Trade Name Determined?
The branch uses the head office’s trade name, stating that it is a branch; additions relating to the branch may be made to the name. (Turkish Commercial Code, Art. 48)
What Documents Are Required to Open a Branch?
The main documents are (Trade Registry Regulation, Art. 120):
- A notarised copy of the authorised body’s resolution
- A certified copy of the articles of association
- Signature declarations of the branch representatives
- Where required, the permission or approval of the relevant authority
Is It Mandatory to Allocate Capital to the Branch?
The Regulation provides that, if capital has been allocated to the branch, this is shown in the registration. Whether capital is allocated depends on the company’s decision. (Trade Registry Regulation, Art. 121)
Can a Branch Representative’s Authority Be Limited to Branch Matters Only?
Yes. If the power of representation relates only to branch matters, this and the manner of representation are stated in the registration. (Trade Registry Regulation, Art. 121)
Is a Separate Notification to the Tax Office Required for Opening a Branch?
Under VUK General Communiqué No. 546, registration with the trade registry is sufficient when a branch is opened; no separate notification to the tax office is required.
Should You Open a Branch or Form a New Company?
A branch is part of the head office and uses the head office’s trade name; a new company is a separate legal entity and a separate taxpayer. The choice depends on the need to keep the activity separate, the liability structure and the shareholding plan.
Legal Basis
- Turkish Commercial Code No. 6102 (6102 sayılı Türk Ticaret Kanunu) Art. 40, 48
- Trade Registry Regulation (Ticaret Sicili Yönetmeliği) Art. 118–121
- Tax Procedure Law General Communiqué No. 546 (546 Sıra No.lu Vergi Usul Kanunu Genel Tebliği) Official Gazette 18.01.2023, No. 32077
- Law No. 5174 on the Union of Chambers and Commodity Exchanges of Türkiye and on Chambers and Commodity Exchanges (5174 sayılı Türkiye Odalar ve Borsalar Birliği ile Odalar ve Borsalar Kanunu) Art. 9
- Social Insurance and General Health Insurance Law No. 5510 (5510 sayılı Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu) Art. 11
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