Branch of a foreign company in Türkiye: registration under TTK Article 40, documents and practical steps

A foreign company can do business in Türkiye without forming a new company, by registering a branch (şube). The rules sit in Article 40 of the Turkish Commercial Code No. 6102 and in the Trade Registry Regulation. This guide explains what a branch is, which head office documents the registry asks for, how they are apostilled and translated, and how a branch differs from a subsidiary Ltd. Status checked on 12 November 2026.

What a branch is under Article 40 of the Commercial Code

A branch is not a new company. It is part of the foreign company, opened in Türkiye under that company’s own trade name. Article 40(4) of the Turkish Commercial Code No. 6102 provides that branches of enterprises headquartered outside Türkiye are registered like domestic enterprises, subject to the trade-name rules of their home law.

Article 48 requires every branch to use its head office’s trade name and state that it is a branch. Under Article 43 of the Trade Registry Regulation the name must also show where the head office and the branch are, for example “… London Ltd Merkezi İngiltere İstanbul Şubesi”.

• The first branch is registered like a domestic enterprise.
• Later branches are registered like domestic branches.
• Each branch needs a fully authorised commercial representative resident in Türkiye.

Documents the head office must provide

Article 122 of the Trade Registry Regulation lists what the registry asks for, and most items are produced abroad. Plan them as one set: the board resolution, the registry extract and the signed declaration must use the same names, capital and addresses, because the same details are later entered in MERSİS.

• Resolution of the competent body to open the branch and appoint the representative.
• Current registry extract and a certified copy of the articles of association.
• Letter from a competent home authority on the home-country conditions for opening a branch.
• Signed declaration with company and branch details, capital allocated to the branch and the representatives.
• Power of attorney if the resolution does not set out the representatives’ powers.

The Turkish side of the file adds the representatives’ signature declarations issued under the branch name, a potential tax number from the tax office, any ministry permit or opinion the activity needs, the new-registration petition and the legal-entity declaration form. Each representative also provides photographs for the registry.

Apostille, sworn translation, capital and filing in MERSİS

Article 32(2) of the Trade Registry Regulation requires documents issued abroad under foreign law to be certified by a Turkish consulate or under the Apostille Convention, and filed with a notarised Turkish translation. In practice the head office papers are notarised at home, apostilled or legalised, and translated in Türkiye.

1. Notarise the documents where they are issued.
2. Obtain the apostille, or consular legalisation for non-member countries.
3. Have a sworn translator translate them and a Turkish notary certify the translation.
4. File the application electronically through MERSİS.

The declaration must state the capital allocated to the branch. The texts we read set no minimum figure; the amount is the head office’s own declaration and appears in the registry record that banks and the tax office later see.

The representative, tax registration and the bank account

The commercial representative (ticari mümessil) required by Article 40(4) must be resident in Türkiye and hold full authority for the branch; the text does not require Turkish citizenship. A foreign representative files a translated passport copy and, where applicable, a notarised residence permit copy, a residence certificate and a potential tax number.

Under Article 3 of Corporate Tax Law No. 5520 a company whose legal seat and business centre are both abroad is a limited taxpayer (dar mükellef). It is taxed only on income earned in Türkiye, including commercial income from work done through a workplace or permanent representative here, so the branch should engage a certified accountant (SMMM) early.

• Banks usually ask for the registry record and gazette notice.
• Signature declaration and tax number.
• Ownership chain of the head office up to the beneficial owner.

Branch or subsidiary Ltd: the practical difference

The choice is mainly about separation. A branch is the foreign company itself acting in Türkiye, so its obligations here are the head office’s obligations, and head office documents return at each later change. A subsidiary Ltd is a separate Turkish company in which the foreign company is a shareholder.

A new director or amended articles at the head office may require fresh apostilled documents for the Turkish registry. Our comparison guide covers the Ltd and A.Ş. in detail, including management and share transfers; to plan your own case, contact us.

Sources

• lexpera.com.tr — Turkish Commercial Code No. 6102 as published in Resmî Gazete No. 27846, Articles 40 and 48 (mevzuat.gov.tr blocks automated access, so this copy was used)
• orgtr.org — consolidated Trade Registry Regulation: Article 32(2) on foreign documents, apostille and translation; Article 43 on branch trade names
• korfezto.org.tr — Körfez Chamber of Commerce, trade registry: documents for a branch of a foreign company under Article 122 of the Regulation, filing via MERSİS
• lexpera.com.tr — Corporate Tax Law No. 5520, consolidated text, Article 3 on limited taxpayers (workplace or permanent representative)

Questions