Running a foreign-owned company in Türkiye: yearly legal obligations

In short

Tax returns, payment dates and payroll filings are not covered here. A Turkish certified public accountant (mali müşavir) or tax adviser should handle them. For the choice between a subsidiary, a branch and a liaison office, see Setting up a company in Türkiye as a foreign business.

What must be in place right after incorporation?

• An accountant. Books are kept in Turkish and in Turkish lira. In practice almost every company appoints a mali müşavir, who also files tax and, usually, social security declarations.
• Statutory books (Turkish Commercial Code, TTK No. 6102, Art. 64). Both company types keep the accounting books (journal, general ledger, inventory book). A joint-stock company (anonim şirket, A.Ş.) also keeps a share ledger, a board decision book and a general assembly minute book; a limited company (limited şirket, Ltd. Şti.) keeps a share ledger and a general assembly decision book. For A.Ş. and Ltd. companies, the opening certification of the books is done by the trade registry office at registration (in Antalya, the Antalya Trade Registry Directorate). Books kept on paper are also subject to later notarial certifications under Art. 64; books kept electronically are not. For companies incorporated from 1 January 2026, the share ledger and the general assembly minute book are opened in the Electronic Commercial Books System (ETDS) together with registration; the other books follow the relevant accounting and certification rules. Keeping the board decision book electronically is optional. ETDS is separate from the accounting e-book (e-defter) application; whether the company must keep e-books is a question for the accountant.
• A UETS address and electronic notification. Like all private-law legal entities, joint-stock and limited companies must receive official notices electronically (Notification Law No. 7201, Art. 7/a). These notices run through the National Electronic Notification System (UETS), operated by PTT. A notice is treated as served at the end of the fifth day after it reaches the addressee's electronic address, whether or not anyone has read it, so a court or other official letter sent to an unchecked UETS address can become final. A registered e-mail (KEP) account does not replace the UETS address, and the two should be monitored separately. The tax authority also uses its own electronic notification system, which needs to be watched too. Naming one person to monitor UETS and the other notification channels is a simple precaution.
• Social security. Once the company employs its first person, it registers as an employer with the Social Security Institution (SGK). The accountant or a payroll provider normally does this. Foreign managers on the payroll need a work permit; see Foreign managers in a Turkish company.
• Registered address and chamber. The registered address, the chamber membership (for Antalya companies, usually the Antalya Chamber of Commerce and Industry, ATSO) and the yearly dues should be confirmed with the accountant.

What happens every year? A calendar

The dependency report

A Turkish company controlled by a foreign parent is a dependent company. Within the first three months of the financial year, its management body prepares a report on the company's relations with the controlling company and its affiliates. The report describes the past year's legal transactions with them and the measures taken or avoided in their interest, with performance and counter-performance, and, if there was a loss, whether it was compensated (TTK Art. 199). It is separate from the annual activity report, and neither a general assembly resolution nor an E-TUYS filing replaces it. For a limited company the provisions are applied by analogy. Where a subsidiary has intra-group loans, services or guarantees, a lawyer in Türkiye can advise on the content of the report.

The ordinary general assembly

The ordinary general assembly must be held within three months of the end of each financial year. It approves the financial statements, decides on profit and discharges (ibra) the board or managers. Where the parent is the only shareholder, it holds all the powers of the general assembly and its decisions must be in writing (TTK Art. 408/3 for an A.Ş., Art. 616/3 for a Ltd. Şti.), signed by an authorised representative. It must still be taken every year and entered in the minute book. An A.Ş. may need a Ministry of Trade representative for agenda items such as changes to capital or business purpose. However, a single-shareholder A.Ş. whose incorporation and amendments to its articles are not subject to Ministry permission is exempt from compulsory attendance (General Assembly Regulation, Art. 32/2). A single shareholder does not remove the requirement for companies subject to Ministry permission. The signatory's authority is normally shown by an extract from the Dutch, Belgian or German commercial register or a power of attorney, apostilled and translated by a sworn translator.

Filing minutes and registering resolutions are separate duties. The board of an A.Ş. must submit a notarised copy of the general assembly minutes to the trade registry without delay. Resolutions subject to registration and publication must also be registered and published (TTK Art. 422/2). The absence of a registrable change does not remove the duty to file the minutes.

Which changes must be registered, and by when?

Unless a law says otherwise, a registration must be applied for within 15 days of the event, or within one month for persons residing outside the jurisdiction of the trade registry office (TTK Art. 30/1, 30/3), and every change to registered details is itself registered (Art. 31). Typical examples:

• a new or departing manager or board member, and changes to signing authority;
• a change of address, company name or business purpose;
• an increase or decrease of capital;
• a transfer of shares in a Ltd. Şti. Under TTK Art. 595 it needs a written agreement with notarised signatures and, unless the articles say otherwise, shareholders' approval; the transfer is then registered (Art. 598).

In an A.Ş., the share ledger (pay defteri, Art. 499) must be updated. In both company types the change must also be reflected in E-TUYS.

What if the company starts losing money?

TTK Art. 376 applies to joint-stock companies, and Art. 633 applies it by analogy to limited companies.

• Half of the total of capital and statutory reserves lost: the board must call the general assembly immediately and propose remedial measures.
• Two thirds of that total lost: the assembly must decide to continue with one third of the capital or to restore the capital. If it decides neither, the company ends automatically.
• Over-indebtedness (borca batıklık): if there are signs that debts exceed assets, the board prepares an interim balance sheet. If assets do not cover debts, it notifies the commercial court and requests bankruptcy. The only exception is where, before the bankruptcy decision, creditors holding debts large enough to cover the shortfall and remove the over-indebtedness have agreed in writing to rank behind all other creditors, and court-appointed experts have confirmed that the declaration or agreement is appropriate, genuine and valid (TTK Art. 376/3). A letter from the parent or a creditor alone is not enough; without the sufficient amount and the expert confirmation the duty to notify remains.

For a subsidiary funded by intra-group loans, how the loans are classified can affect the result. A lawyer in Türkiye can review the position before the year-end accounts are approved.

Does the company need a statutory audit?

Some companies are subject to an independent audit because of their activity or status, others once they meet the relevant size thresholds. Companies listed in List I annexed to the Presidential decision can be audited regardless of any size criterion. For the size-based category, under TTK Art. 397/4, the companies that must have an independent audit are determined by a Presidential decision, based on total assets, net sales and number of employees. The thresholds are set by decision and revised from time to time, so the current decision should be checked for each financial year before assuming that a small subsidiary is exempt, and whether the company appears in List I should be checked separately. A company that falls within the audit scope must also maintain a website with certain legally required content (TTK Art. 1524).

Must the company retain a lawyer?

Under Art. 35 of the Attorneyship Law, a joint stock company whose share capital is at least five times the statutory minimum share capital must retain a lawyer under contract. With the A.Ş. minimum at TRY 250,000, the threshold is TRY 1,250,000. This duty is separate from statutory audit; being a small company or having a single foreign shareholder does not itself create an exemption. The A.Ş. requirement in this provision does not apply to limited companies.

What must a foreign-owned company report to the Ministry?

Law No. 4875 removed prior permission for foreign investment. Companies and branches within its scope instead give information to the Ministry of Industry and Technology through E-TUYS (Regulation Art. 5):

• shareholder and affiliate details, within one month of the user being authorised;
• an annual activity form (Faaliyet Bilgi Formu), by the end of May each year;
• an updated shareholder list within one month of a capital increase or decrease or a share transfer;
• a capital information form within one month of a payment for a capital increase or share transfer.

Access requires an authorised user with a qualified electronic signature, which is worth arranging before the first deadline. Liaison offices (irtibat bürosu) file a separate annual activity report by the end of May.