How to Establish a Representative Office (Liaison Office) in Turkey

Introduction

A liaison office, also known as a representative office or representation office, is a legal entity established by a foreign-based company in Turkey. Its primary purpose is to conduct non-commercial activities such as:

• Market research
• Representation and hosting
• Control and supervision of suppliers regarding quality and standards
• Technical support
• Communication and information transfer
• Regional management
• Promotional activities

The most crucial characteristic of liaison offices is that they are strictly prohibited from engaging in any commercial activities in Turkey. If any commercial activity is detected, the liaison office’s establishment permit will not be granted. This aspect clearly distinguishes liaison offices from branches.

Furthermore, only legal entities (companies), not individuals, are eligible to establish a representative office in Turkey.

Relevant Legislation:

• Law No. 4875 on Foreign Direct Investments
• Regulation on the Implementation of the Foreign Direct Investment Law (Official Gazette No. 25205)

If you require assistance from an English Speaking Lawyer in Turkey, professional support is available to guide you through the entire process.

Conditions for Establishing a Liaison Office in Turkey

For a foreign company to establish a representation office in Turkey, the following conditions must be met:

1. Legal Incorporation: The foreign company must be duly incorporated under the laws of its home country.
2. Commitment Against Commercial Activities: The company must commit in writing that the liaison office will not engage in any commercial activity within Turkey. Without this commitment, the application will not be processed.
3. Permit Requirement: A formal permit must be obtained from the Ministry of Industry and Technology.
4. Operational History: In some cases, the Ministry requires the foreign parent company to have been established for at least one year.
5. Document Submission: All required documents must be submitted accurately and completely.

The Ministry of Industry and Technology generally finalizes the application within 15 business days if all documents are in order. However, in some cases, additional documents related to the specific activities of the representative office may be required, especially for sectors like finance, insurance, or capital markets, where additional regulations apply.

For detailed guidance on Required information and permissions for representative offices, it’s advisable to review the official sources.

 

Infographic for Representative Office (liaison office) in Turkey

Documents Required to Establish a Representative Office

To establish a liaison office in Turkey, you must prepare and submit the following documents:

1. Application Form (Annex-6)

• Must include the selected activity code (KOD-4) from Annex-5 of the Regulation.
• Multiple activities can be selected.
• To be submitted with a signed petition containing full contact information.
• No application fee required.

2. Declaration Letter (Annex-7)

• Must declare that no commercial activities will be conducted.
• Signed by the authorized officer of the foreign parent company.

3. Document Showing Signature Authority

• Confirms the signatory’s authority.
• If the country of origin is not a party to the Hague Apostille Convention, the document must be authenticated by the Turkish Consulate.
• A sworn Turkish translation must accompany the document.

4. Certificate of Activity (Commercial Registry Document)

• Must be officially certified and translated into Turkish.

5. Annual Report or Financial Statements

• Includes a balance sheet and income statement.
• Should be officially certified and translated.

6. Power of Attorney

• Appointing authorized individuals for managing the liaison office.
• Must be certified and translated.

7. Attorney’s Power of Attorney (if applicable)

• If a lawyer or external representative is conducting the establishment process, a specific power of attorney for setting up a liaison office is required.

Additional Submissions After Establishing the Liaison Office

After obtaining the establishment permit, further steps must be taken with several Turkish authorities:

To the Tax Office:

• Copy of the establishment permit
• Lease agreement
• Power of attorney for the office manager
• Workplace commencement notification form
• Manager’s signature declaration
• Notarized copies of the manager’s ID and residence documents

To the Ministry of Industry and Technology (General Directorate):

• Tax registration certificate
• Lease agreement
• Copy of the establishment permit
• Activity notification form

To Other Authorities:

• Registration with SGK (Social Security Institution)
• Registration with İŞKUR (Turkish Employment Agency)
• If necessary, obtain a municipal permit

It’s important to stay compliant with all regulations to avoid potential penalties or cancellation of your liaison office license.

Conclusion

Setting up a representative office or liaison office in Turkey provides foreign companies with a strong base to explore the Turkish market without the complexities of full commercial operations. However, strict adherence to the non-commercial activity rule and the completion of all legal requirements are essential for a smooth establishment process.

Whether you are interested in Business registration in Turkey, establishing a liaison office, or seeking ongoing legal support, working with a qualified team ensures you meet all the regulatory requirements efficiently.

For expert assistance, you may consult with an English Speaking Lawyer in Turkey to ensure your representative office is established professionally and legally.