Foreign managers in a Turkish company: signing authority, work and residence permits

In short

• Nationality and residence do not bar a person from management. The Turkish Commercial Code (Law No. 6102, "TCC") no longer requires managers or board members to be Turkish citizens or to live in Türkiye. The old residence rules were repealed in 2012 (Law No. 6335).
• There are two separate questions. The first is corporate: who may bind the company, and how the registry records it. The second is immigration: whether a person who actually works in Türkiye needs a work permit. Holding office does not answer the second question.
• Signing authority is registered. Who may sign, alone or jointly, is recorded in the trade registry (ticaret sicili) and published. The signature of each person with signing authority is taken electronically from public databases where it is available; where it is not, a signature declaration (imza beyannamesi) is filed under the registry procedure. Abroad, the declaration can be certified by a Turkish consulate or through the apostille route.
• Work permits follow the work, not the title. Law No. 6735 on International Labour Force and its implementing regulation set the rules. For a foreign shareholder-manager, the company's capital, the shareholding and the number of Turkish employees matter. A permit also serves as a residence permit while it is valid.

Who runs a Turkish company?

The two most common company types are run in different ways.

• Limited company (limited şirket, Ltd.): one or more managers (müdür), TCC Art. 623 ff. At least one shareholder must have management and representation rights (Art. 623(1)). Where the only shareholder is a foreign parent company, the parent itself is therefore registered as a manager, acting through a named individual.
• Joint-stock company (anonim şirket, A.Ş.): a board of directors (yönetim kurulu) of one or more members, TCC Art. 359 ff. At least one board member must hold representation authority (Art. 370(2)).

The articles of association (şirket sözleşmesi for a Ltd., esas sözleşme for an A.Ş.) set how many managers or directors there are and how they decide.

Can a foreigner who lives abroad be a manager or board member?

Yes. The TCC contains no requirement of Turkish nationality or Turkish residence for either role. Art. 628 of the TCC, which dealt with the residence of managers, is marked as repealed (Law No. 6335, 26 June 2012), as are the former residence-related sentences of Art. 359.

The trade registry (for companies in Antalya, the Antalya Trade Registry Directorate, Antalya Ticaret Sicili Müdürlüğü) therefore registers managers and directors who live in the Netherlands, Belgium or Germany, provided the documents described below are in order.

Can a company be a board member or manager?

Yes, but a natural person must act for it. In an A.Ş., one natural person designated by the legal-entity member is registered and published with it, and only that person attends and votes (TCC Art. 359(2)). In a Ltd., a legal-entity manager names a natural person to perform the role (Art. 623(2)). A Dutch, Belgian or German parent can therefore be the director, acting through a named individual.

Who can sign for the company, and how is that recorded?

Default rule. In an A.Ş., unless the articles say otherwise or the board has a single member, representation belongs to the board, exercised by two signatures together (çift imza) (Art. 370(1)). The board may delegate representation to one or more managing directors or to third persons acting as managers, as long as at least one board member holds representation authority (Art. 370(2)). In a Ltd., Art. 629(1) applies the A.Ş. provisions by analogy to the scope and limitation of the managers' authority to represent, the designation of the persons authorised to sign, the form of signature, and their registration and publication. The articles and the resolution should still state the signing arrangement expressly.

Choices. The articles and board resolution can set sole authority (münferit) or joint authority (müşterek), and can limit authority by branch. Limits on representation do not bind good-faith third parties, except registered limits confining authority to the head office or one branch, or requiring joint signature (Art. 371(3)).

Internal directive. Management can be delegated to board members or third persons only under a provision in the articles and an internal directive (iç yönerge) setting out tasks and reporting lines (Art. 367). The directive is internal. The registered signing authority is what third parties rely on.

Registration. The board submits a notarised copy of its resolution naming the authorised persons and the form of signature to the trade registry, for registration and publication (Art. 373(1)). Public bodies must then rely on the registry records and cannot ask the company for other documents about who may represent it (Art. 373(3)). Persons who sign for the company do so under the company name (Art. 372).

What is a signature declaration, and how is it given from abroad?

Under Art. 40(2) of the TCC, the signature of each person authorised to represent the company is taken electronically from the signature data held in public databases, if it exists there. If it cannot be obtained that way, a signature declaration (imza beyannamesi) is filed under the relevant registry procedure, for example signed before a Turkish notary or before the trade registry office.

For a signatory who lives abroad and has to file a declaration, the registry rules allow it to be certified by:

• the Turkish consulate in that country, or
• the competent authorities of that country, followed by an apostille (or consular legalisation), with a notarised Turkish translation.

The Netherlands, Belgium and Germany are parties to the Hague Apostille Convention.

Documents of the parent company, for example a trade register extract showing who represents it, are handled under the same apostille and translation rules. These are covered in more detail in Setting up a company in Türkiye as a foreign business: subsidiary, branch or liaison office.

Does a foreign manager need a work permit?

It depends on whether the person works in Türkiye. Being a director of a Turkish company is an office, not a work permit.

The legal framework is Law No. 6735 on International Labour Force (2016) and its Implementing Regulation (as amended, including in 2022). Work permits are issued by the Ministry of Labour and Social Security (Çalışma ve Sosyal Güvenlik Bakanlığı). In general:

• A foreigner who works in Türkiye, whether salaried or in a management role, needs a work permit or a recognised exemption.
• A person who only attends board meetings or signs from abroad is in a different position. The question is where and how the person actually works. A lawyer in Türkiye can assess a specific case.
• The Regulation (Art. 48) exempts from a work permit, for up to three months, board members of a joint-stock company who do not reside in Türkiye, foreign shareholders of other company types who are not managers, and foreigners who are not shareholders but hold the highest-level authority to represent and bind such a company. The exemption must be applied for, and it does not suit someone based in Türkiye.

### Which permit does a shareholder-manager use?

• Employer-linked permit. The first permit is issued for up to one year, with extensions of up to two and then three years (Law No. 6735, Art. 10).
• Independent work permit (bağımsız çalışma izni). A foreigner who is both a shareholder and a manager, that is, a shareholder-manager of a limited company or a shareholder-board member of a joint-stock company, can apply without being tied to one employer (Regulation Art. 29(1)(c)). A manager who holds no shares uses the employer-linked permit instead. The Ministry weighs education, experience, economic contribution, employment effect and, for a shareholder, the capital share.

### What does the Ministry look at in the company?

The Ministry publishes evaluation criteria (Çalışma İzni Değerlendirme Kriterleri) on its website. For a foreigner who opens a new workplace or becomes a shareholder in one, the current published criteria say the following. They are updated from time to time, so they should be checked against the current text before every application.

For a foreign employee who is not a shareholder, the workplace's general financial sufficiency can be shown by the alternative measures of net sales of at least TRY 8,000,000 or exports of at least USD 150,000 (for an established company with a year-end balance sheet). These do not replace the specific capital and share conditions that apply to a foreign shareholder. The general criteria for a salaried manager who is not a shareholder also include five Turkish employees per foreigner and a salary of not less than a position-based multiple of the minimum wage.

The shareholder criteria are written for a foreign individual. Where a Dutch, Belgian or German parent holds the subsidiary, the manager is usually an employee, so the employer-linked criteria apply. Lower transitional thresholds applied until 1 January 2025 and still appear on older websites.

### Applying from abroad or from inside Türkiye

• From abroad. The foreigner applies at the Turkish consulate in the country of citizenship or lawful residence. For employer-linked permits, the employer then completes the application online within 30 days of the visa application. After the permit is granted, the person must enter Türkiye within six months of the start date (Law No. 6735, Art. 12; Regulation Arts. 15, 17 and 25).
• From inside Türkiye. The application is submitted online, with the employer or, if there is no employer, the foreigner confirming it. A foreigner in Türkiye generally needs a residence permit issued for at least six months and still valid on the date of application to apply from inside the country, unless a listed exception applies (Regulation Art. 15).

The route depends on the foreigner's situation. Some steps can be handled through the employer or a lawyer, but consulate procedures, appointments or a request from the authority may require the foreigner to appear in person.

Do you also need a residence permit?

In general, no separate one. While a work permit or a work-permit exemption is valid, it takes the place of a residence permit (Law on Foreigners and International Protection No. 6458, Art. 27; Law No. 6735; Regulation Art. 57). If the work permit ends, the residence right based on it ends too. A different residence permit that the person holds, for example a short-term permit, is not cancelled by the end of the work permit.

What is the Turquoise Card?

The Turquoise Card (Turkuaz Kart) is a different permit, given under the national labour policy to foreigners with qualifications, experience or an economic contribution. It is first issued for a three-year transition period, after which the holder can apply to have it made indefinite (Law No. 6735, Art. 11). It is not the usual route for a manager sent by a group; its current criteria should be checked on the Ministry's website.

Is a manager personally liable for the company's public debts?

Yes, in some cases, but the conditions depend on the type of debt.

Taxes and related receivables. Art. 10 of the Tax Procedure Law regulates legal representatives' tax duties. Where failure to perform those duties causes taxes and related receivables to be wholly or partly uncollectible from the company, they may be recovered from the legal representatives who failed to perform them. The representative's duties, authority and relevant period must be assessed separately.

Social security receivables. Under Art. 88 of Law No. 5510, if premiums and other Social Security Institution receivables are not paid on time without a justifiable reason, senior managers or officers, including company board members, and legal representatives may be jointly and severally liable with the employer. This special provision does not require prior unsuccessful collection from the company; liability is also not confined to authorised signatories.

Other public receivables. Subject to special provisions, Art. 35 bis of Law No. 6183 regulates legal representatives' liability for public receivables that cannot be collected wholly or partly from the company, or are clearly uncollectible. It also applies to representatives in Türkiye of foreign persons and entities. Liquidation does not automatically remove liability for the period before liquidation.

The same recovery sequence and conditions of liability should therefore not be assumed for every public debt. A foreign manager should monitor the company's debts regularly with the accountant and obtain legal advice on personal liability and remedies against a payment order.