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Doing business in Turkey
Contents
Executive summary                          4   Disclaimer

Foreword                                   6   This document is issued by HSBC
                                               Bank A.S. (the ‘Bank’) in Turkey.
Introduction – Doing business in Turkey    8   It is not intended as an offer or
                                               solicitation for business to anyone
                                               in any jurisdiction. It is not intended
Conducting business in Turkey             14
                                               for distribution to anyone located
                                               in or resident in jurisdictions which
Taxation in Turkey                        20
                                               restrict the distribution of this
                                               document. It shall not be copied,
Audit and accountancy                     32   reproduced, transmitted or further
                                               distributed by any recipient.
Human Resources and Employment Law        34
                                               The information contained in
Trade                                     38   this document is of a general
                                               nature only. It is not meant to
Banking in Turkey                         40   be comprehensive and does not
                                               constitute financial, legal, tax or
HSBC in Turkey                            42   other professional advice. You
                                               should not act upon the information
Country overview                          44   contained in this publication without
                                               obtaining specific professional
Contacts                                  46   advice. This document is produced
                                               by the Bank together with
                                               PricewaterhouseCoopers (‘PwC’).
                                               Whilst every care has been taken
                                               in preparing this document,
                                               neither the Bank nor PwC makes
                                               any guarantee, representation or
                                               warranty (express or implied) as
                                               to its accuracy or completeness,
                                               and under no circumstances will
                                               the Bank or PwC be liable for any
                                               loss caused by reliance on any
                                               opinion or statement made in this
                                               document. Except as specifically
                                               indicated, the expressions of
                                               opinion are those of the Bank and/
                                               or PwC only and are subject to
                                               change without notice.

                                               The materials contained in this
                                               publication were assembled in
                                               November 2010 and were based on
                                               the law enforceable and information
                                               available at that time.
Executive summary
    A member of the G-20, Turkey         Indeed, the economy remains        •		 he	Turkish	legal	framework	
                                                                              T
    was the world’s 16th largest         vigorous. Inflation is currently     offers a level playing field to
    economy in 2010. Powered             in single figures and public         foreign investors and domestic
    by private consumption               debt is below 50%, although          companies. Foreign ownership
    and supported by robust              challenges remain in the             is unrestricted, with no pre-
    macroeconomic policy                 form of Turkey’s sizeable            entry screening requirements.
    framework, the Turkish economy       current account deficit
    has expanded substantially over      and geographic inequality          •		 oreign	investors	may	freely
                                                                              F
    the past decade. The country         in wealth distribution.              start up businesses in
    saw a 187% increase in GDP                                                company, branch office
    between 2002 and 2007,               Many economists forecast             or liaison office forms.
    while annual average economic        that over the next decade
    growth over the same period          Turkey’s growth will match         •		ssues	such	as	transfer	pricing	
                                                                              I
    was 7%.                              or exceed that of any country        and thin capitalisation are
                                         except China and India.              formally regulated and classified
    Increasing stability, thanks to      Others predict it could              in line with Organisation for
    restructuring of the banking         become the world’s tenth             Economic Co-operation and
    sector and enforcement of tight      biggest economy by 2050.             Development (OECD) guidelines
    fiscal policy in the wake of                                              and worldwide applications,
    the 2001 crisis, as well as the      These factors, together              allowing international businesses
    public administration reform,        with Turkey’s advantageous           to comply with the local policies
    the EU accession process (in         geographical position, young,        with a relative ease.
    addition to the customs union        rapidly growing population
    with the EU) and attractive tax      and ever-increasingly qualified    •		 urkey	has	signed	a	Customs	
                                                                              T
    regimes, have made Turkey a          workforce, mean it is likely         Union Agreement with the
    magnet for foreign investment in     to remain an attractive target       EU and customs practices
    recent years. The global financial   for investment well into             are in line with World Trade
    crisis did impact investment         the future. Its key sectors          Organization member countries.
    inflows in 2009 but, GDP growth      (including construction,
    rebounded in 2010, reaching a        automotive, energy and
    record high of 8.9%.                 utilities, transportation and
                                         logistics, healthcare and
                                         banking) are therefore likely
                                         to continue to grow. Other
                                         factors attracting investors
                                         to Turkey can be summarised
                                         as follows:




4
Foreword
    With its population of 74 m,        local know-how, make us             Martin Spurling
    Turkey is the 16th largest          very well suited to provide         Chief Executive Officer
    economy in the world in terms       the unique set of services          HSBC Turkey
    of GDP size and the population      required by our customers.
    of Istanbul alone is larger         The wide global reach of HSBC
    than that of 19 EU countries.       supports the demands of an
    More than half of the Turkish       increasingly inter-linked world,
    population are below the age        including those related to
    of 28 and the country has           Turkey’s strategic location
    the fourth largest number of        in major energy corridors
    Facebook users in the world,        between the East and West.
    highlighting a favourable
    demographic profile and unique      In 2010 we celebrated our
    growth potential. This young        20th anniversary in Turkey and
    population is one of the            in this time we have built a very
    principle reasons behind the        successful bank with a network
    fast growth of the Turkish          of 334 branches in 62 cities
    economy over the past decade.       that serve over 3 m customers.
    Turkey’s GDP growth in 2010         Our 20th year in Turkey
    outpaced the US and all of          was marked with awards
    the EU, putting it alongside        for the ‘Best Debt House in
    the world’s fastest growing         Turkey’ and ‘Best Corporate
    emerging economies. FDI             Internet Banking in Turkey’
    inflows to the country remain       from Euromoney and Global
    high, reaching US$8.9 bn            Finance respectively, further
    in 2010.                            demonstrating the success
                                        of our business.
    In the aftermath of the global
    crisis, the importance of           In order to provide the best
    emerging market economies           service to our customers
    has been emphasised and             and business partners,
    growth levels in these              HSBC, in collaboration with
    economies are likely to             PricewaterhouseCoopers,
    outpace those of the                has produced the Doing
    developed world for the             business in Turkey guide
    foreseeable future. At HSBC,        to help you gain valuable insight
    we are very well positioned         about the Turkish market and
    to the sustained growth             the wide range of financial
    and emergence of the                services and investment
    Turkish economy.                    opportunities that exist.

    HSBC’s global footprint             On behalf of HSBC, I would like
    extends to 87 countries and         to take this opportunity to wish
    territories around the world and    you success in your businesses
    this global connectivity, coupled   in Turkey and beyond.
    with our talented team and
6
Introduction
    Doing business in Turkey

    Driven by private consumption      Foreign Direct Investment             Key attractions of Turkey             benefit from R&D support             affected by the ongoing global
    and supported by a stable          (FDI) inflows to Turkey                                                     and market research with             credit turmoil (i.e. increasing
    macroeconomic policy               declined in 2009 from a high         •		 urkey	is	located	at	a	close	
                                                                              T                                    the aim of encouraging               CPI due to rising oil and food
    framework, the Turkish             of US$22 bn in 2007. FDI               proximity to Europe (two-three       exports and increasing the           prices). During the peak of the
    economy has grown                  remained low in 2010 at                hours’ flight to major European      competitiveness of firms             global crisis in 2009, the Turkish
    significantly since the country    US$8.9 bn, although this               destinations), the Middle East       in international markets.            Central Bank’s prime lending
    emerged from the 2001              was sufficient for Turkey              and the Caucasus. Turkey                                                  rate was as high as 16.75%,
    financial crisis. Between          to be ranked 15th globally.            benefits from its location as       •		 he	Turkish	government	
                                                                                                                    T                                   compared with 6.25% in
    2002 and 2008, Turkey’s GDP                                               a bridge between Europe and           has also introduced flexible        July 2010.
    experienced an annual average      Since the 2001 crisis the              Asia. It also acts as an energy       exchange rate policies and
    growth of 5.8%, versus 1.8%        economy has been buoyant.              corridor connecting these             liberal import regulations in     •		 here	is	a	split	between	the	
                                                                                                                                                        T
    in the EU. Due to global turmoil   It remains two notches below           two continents.                       order to promote and sustain        east and the west of the
    in 2009, Turkey’s GDP declined     investment-grade credit rating                                               foreign investment.                 country; economic development,
    to US$614 bn, but rebounded        but inflation is in single figures   •		 urkey	entered	a	customs	
                                                                              T                                                                         investment opportunities,
    in 2010, reaching US$729 bn        and the economic outlook is            union with the EU in 1996           •		n	recent	years,	Turkish	banks	
                                                                                                                    I                                   infrastructure and skilled staff
    and making Turkey the 16th         promising. Public debt is below        and has been an EU accession          have taken an increasingly          are concentrated in the west.
    largest economy in the world.      50%. Turkey is knocking on             candidate since 2005. This            large role in financing project
                                       the door of the BRICs club of          has resulted in the expansion         finance deals, benefiting in      •		 lthough	Turkey	is	moving	
                                                                                                                                                        A
    Restructuring of the banking       emerging giants and today it           of trade relations with Europe,       many cases from increasingly        towards adopting International
    sector, monetary discipline        is perceived as ‘Europe’s BRIC’        which now accounts for 44%            liquid balance sheets.              Financial Reporting Standards
    based on independence              or ‘the China of Europe’. Some         of Turkey’s foreign trade.                                                (IFRS), this is still a work
    of the Central Bank and a          economists suggest that over                                               •		 he	Turkish	legal	framework	
                                                                                                                    T                                   in progress. In practice,
    floating exchange rate regime,     the next decade, Turkey’s            •		 urkey	offers	an	accessible,	
                                                                              T                                     offers a level playing field to     accounting standards vary
    tight fiscal policy, public        growth will match or exceed            skilled and cost-effective            foreign investors and domestic      from company to company.
    administration reform, and         that of any country except             workforce, providing the fourth       companies. Foreign ownership
    the EU accession process with      China and India. Others predict        largest labour force amongst          is unrestricted, with no pre-     •		 urkey	suffers	from	rising	
                                                                                                                                                        T
    reform packages enacted by         it could become the world’s            EU members and accession              entry screening requirements.       energy prices. Up to 90% of its
    the Parliament all contributed     10th biggest economy by 2050.          countries. It boasts a large                                              oil and 97% of its gas resources
    to the transformation of the                                              population of over 74 m people,     •		 	new	commercial	code	nr.	
                                                                                                                    A                                   are imported from Russia and
    country after the 2001 crisis.                                            with an average age of 29, over a     6102 is currently published         the Middle East.
                                                                              decade lower than the EU figure.      in the Official Gazette on
                                                                                                                    14 February 2011. The Code        •		 he	country’s	current	account	
                                                                                                                                                        T
                                                                            •		 he	Turkish	government	
                                                                              T                                     aims to integrate the local         deficit is large. In recent years it
                                                                              provides various tax and              applications with EU law,           has been comfortably financed
                                                                              non-tax incentives to foreign         improve transparency, protect       by foreign direct investment,
                                                                              investors, in line with those         minority rights and strengthen      but long term this could lead
                                                                              provided to domestic                  corporate governance                (as it has in the past) to inflation
                                                                              companies. These include              principles. The new Turkish         and currency instability.
                                                                              customs and VAT exemptions            Commercial Code comes into
                                                                              on various imported or locally        effect from 1 July 2012.          •		n	spite	of	interest	rates	
                                                                                                                                                        I
                                                                                                                                                        	
                                                                              delivered goods, including                                                swiftly shrinking down to
                                                                              machinery and equipment,             Challenges are important             record low levels, they are
                                                                              as well as priority regions                                               still high in comparison to
                                                                              offering incentives such as         •		 hile	Turkey	did	not	have	a	
                                                                                                                    W
                                                                                                                    	                                   most European countries.
                                                                              free land and energy support.         subprime mortgage issue, like
                                                                              Investors are also able to            other emerging markets, it was
8
Key industries in Turkey              export volume in 2010. There           •		 etween	2002	and	2008,	
                                                                                     B
                                                                                     	                                     vehicles produced in Turkey are         annual rate of 6.0% between           •		 L	interest	rates	have	
                                                                                                                                                                                                           T
                                            are more than 35,000 textile             the Turkish construction              passenger cars. Passenger cars          2009 and 2023. Therefore,               decreased consistently since
     •		 ravel	and	tourism	is	one	
       T
       	                                    and clothing companies in                sector experienced a significant      and trucks account for more             the government is looking for           September 2008 due to a
       of Turkey’s most dynamic             Turkey and the country is                compound annual real growth           than 90% of the total number            investment in this industry. The        series of rate cuts by the
       industries. This industry            a major player in the world              of 6.3%, higher than Turkey’s         of vehicles produced. Turkey            total amount of investments to          Central Bank (CBT). As a result
       defied the economic crisis in        clothing industry. The Turkish           GDP growth in the same                anticipates becoming the third          be made to meet the energy              of the macro uncertainties and
       2009, and is booming in 2010,        clothing industry is the second-         period. In 2010 expenditure           largest producer of motor               demand in Turkey until 2023 is          increasing credit risk after the
       largely on the back of the Arab      largest supplier to the EU. It           in the construction sector            vehicles in Europe by 2015.             estimated at around US$130 bn.          credit crisis, banks are reluctant
       Spring, with Turkey benefiting       has a share of 4.6% in global            increased by 17.1%, with                                                                                              to reflect the CBT’s rate cuts
       from decreased tourism to its        woven clothing exports and               respect to the same term in         •		 t	present,	Turkey’s	energy	
                                                                                                                           A                                      •		 ince	transportation	and	
                                                                                                                                                                    S                                      to their loan rates as fast as
       Middle Eastern neighbours.           ranks in the top five exporting          the previous year. Key drivers        and utilities sector is attracting       logistics is one of the main           the decrease in the cost of
       Tourist numbers in the first five    countries worldwide. The                 include increased housing             significant interest from                pillars of both national and           deposits. Given the maturity
       months of 2010 were already          Turkish textile and clothing             needs, eased housing credits          foreign investors, following the         international trade, the Turkish       mismatch on bank’s balance
       up 14.56% over January-May           industry is competitive on a             allowing people to upgrade            split of Turkey’s main energy            government is making ongoing           sheets with deposits having
       2010. The depreciation of the        global scale thanks to its high          their homes, an increase in the       provider into many regional              investments to create a new            one and half month maturity
       Turkish lira (TL) against the        quality and wide product range.          number of large-scale Turkish         companies. The government                infrastructure. According to           versus an average of one year
       US dollar, as well as generally                                               contracting firms, and the            has been privatising these               ‘Strategic Plan 2009-2013’             asset duration, the decline in
       competitive prices, made            •		 ince	the	start	of	the	new	
                                             S
                                             	                                       growth of the building materials      companies, providing significant         by the Ministry of Transportation,     interest rates helped to improve
       Turkey a favourable destination       millennium, in particular,              sector. Turkey is currently           opportunity for investment,              highways are given the utmost          the Bank’s net interest margin
       for foreign tourists. Turkey          Turkey has attracted foreign            a market leader in terms of           however, there is some public            importance and will be subject         in the past 2 years. Strong
       was visited by 27.3 m and             direct investment. This positive        cement exports and is in strict       opposition. The government               to an important amount                 asset structure and high CAR
       28.5 m tourists in 2009 and           economic development was                competition with Egypt to be          plans to complete the sell off of        of investment.                         (Capital Adequacy Ratio) due
       2010, respectively. With this         felt more intensely in certain          the ruling cement producer of         distribution companies by the                                                   to the close monitoring of the
       number of tourists, Turkey            industries – retail in particular.      the whole Mediterranean basin.        end of 2010. It should be noted        •		 espite	the	uncertainties	
                                                                                                                                                                    D                                      requlatory bodies, resulted
       was ranked the seventh                The Turkish retail industry still       Turkey’s crude steel production       that the share of private sector         caused by its being in a               in Turkey’s banks being in a
       most-visited country in the           featured a traditional structure        in 2010 reached 29.1 m tonnes,        interest in electricity distribution     transition period, the Turkish         secure position in the financial
       world. However, while tourist         until the beginning of the              a growth of 15.2% over the            was only 20.1% in 2008.                  healthcare sector offers great         crisis. Soundness of the Turkish
       numbers continue to increase,         2000s; its modernisation                previous year. Accordingly,           Additionally, Turkey wants to            opportunities for the private          economy and the finance
       revenue has shrunk, dropping          period then began and gained            Turkey is ranked tenth                generate 5% of its electricity           sector, which is forecast to           sector has been proved during
       from US$21.3 bn in 2009               momentum, with a tremendous             worldwide for unprocessed             from nuclear energy by 2020              be a significant contributor of        the financial crisis, and the
       to US$20.8 bn in 2010. The            positive effect on the national         steel production.                     while the share of renewable             growth going forward. A total          financial sector has acted as the
       tourism sector aims to reach          economy. According to Planet                                                  energy by 2023 is targeted at            of 13 significant deals took           growth engine of the economy.
       the top five countries in the         Retail’s report, consumer             •		 he	automotive	industry	is	very	
                                                                                     T                                     20%. Currently, hydropower               place between 2007 and 2009
       world in terms of both tourist        expenditure in Turkey is                important. At present, Turkey is      accounts for approximately               in the healthcare industry,          •		 n	the	back	of	the	recovery	
                                                                                                                                                                                                           O
       numbers and tourism revenue           expected to rise to 948 bn              the largest producer of buses         one-third of the electricity             with a total announced deal            in economic activity in 2010,
       by 2023.                              Turkish lira in 2013. Retail sales,     in Europe. It is also responsible     generated in Turkey. The                 value exceeding US$850 m.              inflation has increased and is
                                             which stood at 23 bn Turkish            for more than 7% of Europe’s          country is heavily reliant on            Financial and strategic                forecast to be 6.9% at year-end
     •		 extiles	and	clothing	is	one	of	
       T
       	                                     lira in 1998, grew to 128 bn            motor vehicle production.             imported fuel supplies for the           investors search for investment        2011, above the target of 5.5%.
       the most important industries         Turkish lira in 2003, 329 bn            Turkey’s automotive exports           remainder of its power needs.            opportunities in the Turkish           The CBT has decreased
       of the Turkish economy and            Turkish lira in 2008, and 317           grew by 20% in 2010, reaching                                                  healthcare market due to               one-week repo rate (the policy
       the country’s foreign trade.          bn Turkish lira in 2009. In line        US$15.9 bn. The total number        •		 he	Turkish	Electricity	
                                                                                                                           T                                        growth prospects and the               rate) to a rare low of 6.25% in
       These industries have an annual       with rising GDP, retail sales           of vehicles produced was in           Transmission Company                     growing number of people who           June 2011.
       production value of US$14.6 bn        are expected to reach 448 bn            the region of 1.094 million in        estimates that Turkey’s demand           can afford private healthcare.
       and had a 13% share in total          Turkish lira in 2013.                   2010. More than half of the           for electricity will increase at an


10
•		 dditionally,	the	fact	that	
       A                                           enhance financial stability,                                            Incentives for                                                      non-tax incentive. The principal
       maturities of liabilities are               it will be useful to differentiate                                      Foreign Investors                                                   prerequisite for benefiting
       shorter than those of assets                the required reserve ratios                                                                                                                 from state aids is to obtain an
       in the Turkish banking sector               for different maturities of TL                                          The Turkish government                                              Investment Incentive Certificate
       exposes the sector to liquidity             deposits in order to encourage                                          provides investment incentives                                      (IIC) which is granted to
       and interest rate risk, which               longer-term funding and to                                              – so-called State Aid – in order                                    investors for their investments
       increases the sensitivity of                widen the scope of the                                                  to eliminate inter-regional                                         by the Undersecretariat for
       the banking system to shocks.               reserve requirements.                                                   economic imbalances, to                                             the Treasury.
       In this regard, starting from                                                                                       facilitate a larger capital
       the year 2011, the Turkish                 •		 he	main	challenge	for	the	
                                                    T                                                                      contribution by the public and                                      Turkish investment incentive
       lira required reserve ratio,                 Turkish Banking Sector is                                              foreign investors to the capital                                    legislation is formed of three
       which is currently at 6%, is                 the decreasing interest                                                build-up of the country and also                                    separate types of incentives:
       differentiated according to the              margins due to the rate                                                to support activities that have a
       maturity structure of deposits               cuts by CBT. In a low interest                                         positive effect on employment.                                     1. General  investment
       and set as higher for short-term             rate environment, banks focus                                          The investment incentives                                             incentive regime.
       maturities and lower for                     on commission generation.                                              scheme is continuously                                             2. Incentives for large-scale
       long-term maturities.                        Volume growth, expanding                                               being amended to encourage                                            investments.
                                                    insurance and asset                                                    investments in manufacturing                                       3. Region and sector-based
     •		n	this	respect,	a	lower	interest	
       I                                            management businesses,                                                 and services, the energy sector                                       incentives.
       rate, combined with higher                   and the introduction of new                                            and exports. Local and foreign
       required reserve ratios would                financial instruments will be                                          investors have equal access to                                      The graph opposite illustrates
       serve as a more effective                    the main trends in this                                                investment incentives. Generally                                    the FDI net inflows of Turkey
       policy mix. Moreover, with                   environment in the year 2011.                                          speaking, state aid can be                                          according to the World Bank:
       regard to policy measures to                                                                                        classified as either a tax or a




                                                   FDI net inflows of Turkey

                                25,000,000,000



                                20,000,000,000



                                 15,000,000,000



                                 10,000,000,000



                                  5,000,000,000



                                             0
                                                  1970

                                                         1972

                                                                1974

                                                                       1976

                                                                              1978

                                                                                     1980

                                                                                            1982

                                                                                                   1984

                                                                                                          1986

                                                                                                                 1988

                                                                                                                        1990

                                                                                                                               1992

                                                                                                                                      1994

                                                                                                                                             1996

                                                                                                                                                    1998

                                                                                                                                                           2000

                                                                                                                                                                  2002

                                                                                                                                                                         2004

                                                                                                                                                                                2006

                                                                                                                                                                                       2008




12
Conducting business in Turkey
     Forms of business

     The Turkish legal framework            It should be noted that the         Company
     offers a level playing field to        Turkish Parliament has approved
     foreign investors and domestic         the New Turkish Commercial          A company is an incorporated
     companies. Foreign ownership           Code (the ‘New TCC’), on            entity with a legal status
     is unrestricted, with no pre-          13/01/2011 and it has been          separate and distinct from
     entry screening requirements.          published in the Official Gazette   its owners that allows it to sue
     Since 2003, foreign investment         on 14 February 2011. The New        and be sued in its own name.
     has been regulated in a more           TCC has introduced various          The TCC provides several
     liberalised manner under               different provisions and new        company structures in Turkey:
     Foreign Direct Investment Law          legal concepts to the existing      joint stock companies, limited
     No.4875. Under this law foreign        legislation. Although the New       liability companies, collective
     investors may freely start up          TCC is to be entered into force     companies, partnerships limited
     businesses in company, branch          as of 12/07/2012, the significant   by shares and cooperative
     office or liaison office forms.        changes introduced by this code     associations. The legal
     Law No. 4875 has significantly         in term of business formation       differences between those
     simplified the establishment           structures have been pointed        company structures mainly
     process for all business forms.        out in this section.                concern the allocation of
     The incorporation process of                                               liability and the legal form
     these types of companies is a          Business Formation                  of the entity. However, largely
     simple procedure and normally          Structures                          due to the favourable position
     does not take more than                                                    concerning the liabilities borne
     four weeks.                            Foreign investors that need         by shareholders, joint stock
                                            to have a physical presence         companies and limited liability
     Companies established by               in Turkey may choose between        companies are the corporate
     foreign shareholders are               a company, branch and liaison       structures in Turkey most
     entitled to all the rights available   office at the formation stage.      commonly chosen by foreign
     to Turkish companies under                                                 investors, along with the other
     the Turkish Commercial Code                                                business setup forms of branch
     (TCC). However, commercial                                                 offices and liaison offices.
     activities and/or ratio of
     foreign shareholding of such                                               Two types of companies,
     companies, particularly those                                              namely joint stock companies
     operating in the civil aviation,                                           (JSC) and limited liability
     maritime transport, media,                                                 companies (LLC), are those
     etc. sectors are currently                                                 in which shareholders are
     restricted and acquisition                                                 not liable for the debts
     of ownership and/or limited                                                of the company in terms
     real rights on real estate by                                              of their personal assets.
     referred companies are subject                                             There are some basic
     to pre-evaluation by the                                                   differences between these
     relevant authorities.                                                      two types of companies.




14
Setting up a business
     An LLC can be incorporated          it also includes the audit of      Branch                               Liaison Office                        Liaison offices are granted      Registration Formalities
     by at least two individuals or      groups of companies. Moreover,                                                                                operation permits of three
     corporations and the number         an unaudited financial             A branch is a legal entity           A liaison office, often also          years at most. For extensions,   Company
     of the shareholders cannot          statement shall be legally null    registered with the Trade            called ‘representative office’,       successive extensions of a       In order to establish either
     exceed 50, while a JSC can          and void as per the New TCC.       Registry and represented             is primarily established to           maximum of three years each      a JSC or LLC, all documentation
     be incorporated by at least                                            by a representative/branch           provide preparatory and               may be granted by taking into    regarding the incorporation shall
     five individuals or corporations.   There is a legal provision         manager. Even though a branch        auxiliary services. (i.e. gathering   consideration the activities     be notarised and translated
     A JSC can issue debentures,         regarding the collection of        has separate capital, which          information on the Turkish            of previous years and plans      into Turkish, the incorporation
     while a LLC is prohibited from      public receivables stating that    is allocated by the head office,     economy, customers, suppliers         and objectives for the future.   shall be registered before the
     doing so. A JSC can go public       if such receivables pertaining     it may not have a separate           and competitors); performing          Liaison offices of banks are     Trade Registry corresponding
     while a LLC cannot offer its        to the last five years cannot      articles of association and          surveys on markets and                regulated by the Banking         to the company’s headquarters
     shares to the public. A statutory   be collected from LLCs, such       consequently must act within         the activities of distributors,       Regulation and Supervision       and registered before the
     auditor is required for a LLC,       receivables can be collected      the same field of activity           agents or licensees; following        Agency (BRSA) and are subject    corresponding Tax Office
     only if and when it has more        from the personal property         as that of its head office.          developments and changes              to special rules and reporting   in order to obtain a tax
     than 20 partners, while it is       of its shareholders in the         Even though the branch is            in the local regulations and          requirements determined          number and therefore enable
     required for a JSC regardless       ratio of their share, whereas      dependent on its head office         (if necessary) lobbying;              by BRSA.                         the company to conduct
     of number of shareholders.          shareholders of JSCs do not        in internal relations, it may        surveying the possibility                                              commercial activities. The
                                         have any personal liability        act independently and trade          of establishing a branch                                               Foreign Investment Directorate
     According to the New TCC,           against debts of their             in its own account in external       or incorporation in Turkey,                                            (FID) shall be notified with
     on the other hand, both JSCs        companies.                         relations. It is considered to       providing information relating                                         respect to the establishment
     and LLCs can be incorporated                                           have separate tax personality        to the activities of the head                                          of the company. The minimum
     by one individual or corporation.   It has been observed that,         than that of its head office.        office and representing its                                            capital requirement for an
     Furthermore, The New TCC            in some cases, having the                                               products to suppliers or                                               LLC is TRY5,000 while a
     offers a fundamental system         form of a JSC may have             A branch should be represented       customers as long as this does                                         JSC shall be established with
     change with a reformist             advantages when compared           by a representative/branch           not constitute active solicitation,                                    minimum capital of TRY50,000.
     understanding and a                 to a LLC from the commercial       manager with full authority,         etc. for its head office. It is                                        Special rules apply for certain
     contemporary evolution in           practice perspective. Financial    who is residing in Turkey.           prohibited from carrying out                                           fields of business (e.g.
     the auditing of JSCs and LLCs.      institutions usually find the      To this end, either a Turkish        any kind of ‘commercial                                                banks, brokerage, portfolio
                                         JSC structure more reliable        citizen or a foreigner who has       activities’ in Turkey.                                                 management, insurance
     In this sense, instead of a         and prestigious when they          work and residence permits                                                                                  leasing, financing, asset
     statutory auditing mechanism,       are acting as creditors.           may be appointed branch              Liaison offices may not act for                                        management companies, etc.).
     independent auditing has been       Furthermore, in certain tenders,   representative. However, the         profit, although they are entitled
     established by the New TCC.         formation in the form of JSC       representatives of legal entity      to employ liaison officers and                                         The New TCC introduces
     In other words, JSCs and            might be required in order to      licensees having full authority      rent office accommodation,                                             additional procedures for
     LLCs are vested with the            qualify as a bidder. Moreover,     to manage and represent              their activities are curtailed                                         company establishment
     obligation for their financial      in certain fields of business      the entity have to be Turkish        with certain limits. A liaison,                                        procedures. In this respect,
     statements to be audited            (e.g. finance) it is obligatory    citizens. Every branch shall         office cannot issue any invoices                                       a JSC or LLC shall be deemed
     by independent audit firms          to use the JSC type.               use the parent company name          and cannot negotiate contracts                                         as established when the
     pursuant to International and                                          by indicating that it is a branch.   with potential customers                                               articles of association are
     Turkish Accounting Standards.                                          The branch model is more             in a binding manner on                                                 notarised. However, a JSC
     It should be noted that audit                                          frequently used, especially in       behalf of its head office. As                                          or LLC shall have a legal
     under the New TCC’s system,                                            banking, and in certain fields       such, they are deemed as                                               personality upon the registration
     as opposed to the current TCC,                                         of business (e.g. brokerage,         commercial activities and/or                                           formalities realised before
     is not limited to the audit of a                                       portfolio management, etc.)          a materially internal element                                          the Trade Registry.
     single capital stock company;                                          it is not allowed.                   of a commercial activity.

16
At this point, the New TCC            shall be made with the Trade        Ongoing filing requirements        Repatriation of Profit              In LLCs, the shareholders          Branch and Liaison Office
     regulates that the founders           Registry, where the branch                                                                                 are liable for public debts.
     of a JSC or a LLC shall prepare       office is located and the tax       Branches shall submit to           There is no restriction on          A non-shareholder director         The rights and liabilities arising
     a ‘Founders’ Declaration’ in          office, as well. Furthermore,       the FID the information an         Turkish subsidiaries repatriating   of a LLC is not personally         out of the activities of a branch
     which they should declare the         the FID shall be notified with      their capital and operations,      profits, except for certain legal   liable unless the public debt      office/liaison office belong to
     resources of company’s capital,       respect to the establishment        in accordance with the ‘FDI        reserve requirements and taxes.     occurs due to his fault. In        the parent company. In general,
     the reasons for such capital          of the branch office, within        Operations Data Form’, on an       A branch may also repatriate        JSCs the members of the            the parent company will be
     resource subscriptions, material      a certain period. There is no       annual basis, at the latest by     the profits to the parent           BoD have the objective             liable towards third parties
     undertakings given by the             minimum capital requirement         the end of May every year and      company, subject to taxation.       liability for public debts         for the transactions realised
     company and benefits granted          for branches. In practice, head     information on the payments                                            which means that it is their       by the branch/liaison office
     to founders. In addition to this      offices allocate a minimum of       made to their equity accounts,     Liability                           obligation to prove that they      in Turkey. In principle, in case
     declaration, an audit report to       US$1,000 as the branch capital.     in accordance with the ‘FDI                                            are not faulty or negligent, as    the branch/liaison office
     be issued by an auditor should        Special rules apply for certain     Capital Data Form’, within one     Company                             well as that the public debts      representative misuses his/
     be provided by the founders           fields of business (e.g. banks).    month following the payment.       The directors of a LLC and          did not occur due to their         her authorities, the parent
     before the Trade Registry                                                                                    the members of the Board            intentional fault or negligence    company would be responsible
     concerning the establishment          Liaison Office                      According to the New TCC,          of Directors (BoD) of a JSC         (causality). This responsibility   towards a bona fide third party.
     procedure. For medium- and                                                the branch manager of a            are not personally liable for       of the members of the BoD          In case of tort, the branch/liaison
     small-sized JSCs that are not         In order to realise the liaison     foreign entity shall announce      the transactions and contracts      is considered as a secondary       office representative would be
     publicly held, this report may        office establishment, an            in the Turkish Trade Registry      concluded on behalf of the          responsibility which means         personally liable to third parties.
     be issued by one sworn auditor        application shall be made           Gazette the branch’s financial     company. They shall be,             that the government should
     or certified public accountant.       to the FID. The establishment       statements, summaries of           however, jointly and severally      demand its receivables from
                                           permit can be granted for           the financial statements and       liable towards the company,         the company first. If they
     According to the New TCC,             up to a period of three years       annual reports belonging to        shareholders and the creditors      cannot collect its receivables
     the minimum capital                   and can be extended at the          its parent company and the         of the company if the payments      from the company, then
     requirement for JSCs is               expiration. However, the FID        holding company (if any), within   made by shareholders on             the government would
     regulated as TRY50,000.               has the right to terminate the      6 months as of the relevant        account of the price of shares      have the right to demand
     Furthermore, since the New            establishment permit of the         approvals required as per the      are not exact or, the dividends     its receivables from the
     TCC enables the non-publicly          liaison office whenever any         national law applicable to the     distributed and paid are            members of the BoD. If the
     held JSCs to have registered          kind of breach of the legislation   parent company are obtained.       fictitious or, the books to be      members of the BoD pay the
     capital system, the initial capital   is ascertained. Applications                                           kept in accordance with the         receivables, although they are
     requirement for such JSCs             of foreign companies to             Liaison offices shall send the     law are non-existent or kept        not responsible for the public
     is accepted as TRY100,000.            establish liaison offices, so as    ‘Data Form for Liaison Office      irregularly or, the resolutions     debts, then they have the
     Finally, the minimum capital          to operate in sectors subject       Activities’ to the FID every       of the general meeting are not      right of recourse against
     requirement for LLCs is               to special legislation, will be     year, at the latest by the end     executed properly or, the other     the company.
     TRY10,000 as per the                  assessed by authorities and         of May, so as to inform the        duties incumbent on them
     New TCC.                              institutions authorised by the      FID about their activities of      in accordance with the law          Although the circumstances
                                           related special legislation.        previous years. Documents          or the articles of association      leading to liability for a BoD
     Branch                                For instance, BRSA rules            certifying that the previous       are not fulfilled intentionally     member or a LLC director
                                           apply for banks which set forth     year’s expenses of the office      or through neglect.                 are almost the same under
     In order to set up a branch           certain approval requirements       have been covered by foreign                                           the New TCC, the several
     of a foreign company in Turkey,       at the establishment stage.         currency transferred from                                              liability of such persons are
     the approval of the Ministry          After the completion of the         abroad, have to be enclosed                                            abolished and BoD members
     of Industry of Commerce of            establishment procedure, an         as well. Special filing                                                and LLC partners are to be
     the Republic of Turkey (‘the          application shall be made to the    requirements apply for banks.                                          liable in proportion of their
     Ministry’) has to be obtained.        relevant tax office. There is no                                                                           fault or negligence.
     Afterwards a registration             foreign capital requirement in
18                                         establishing a liaison office.
Taxation in Turkey
     Corporation Income Tax

     Corporate Income Tax                headquarters of a company            The last date of submission of         •	 	 econd-level	legal	reserves
                                                                                                                        S                                    •		 revious	years’	losses,	provided	
                                                                                                                                                               P
                                         are located outside Turkey,          the corporate income tax return           The second-level reserves              that they have not been carried
     Corporate income, as adjusted       the company is regarded as a         is the 25th of the fourth month           correspond to 10% of profits           forward for more than five
     for exemptions and deductions       non-resident entity. If either of    following the fiscal year end.            actually distributed after the         years (on the condition that
     and including prior year losses     them is located within Turkey,       The advance tax return should             deduction of the first-level legal     loss corresponding to each year
     (tax losses may be carried          the company is regarded as           be submitted at the latest by             reserves and the minimum               is specified in the corporate
     forward for five years but          a resident entity. Resident          the 14th of the second month              obligatory dividend pay-out            income tax return);
     losses may not be carried           entities are subject to tax          following the quarter period.             (5% of the paid-up capital).
     back) is subject to corporate       on their worldwide income,                                                     Second-level legal reserves          •		 ll	of	the	donations	made	for	
                                                                                                                                                               A
     income tax at a rate of 20%,        whereas non-resident entities        Payment of Tax                            amount to approximately 1/11th         construction of dormitories,
     irrespective of the legal form      are taxed solely on the income                                                 of the profit to be distributed.       nursery schools, rest homes
     (i.e. JSC, LLC, branch office).     derived from activities              Corporate income tax must                 There is no ceiling for second         and rehabilitation centres,
                                         in Turkey.                           be paid by 30 April of the year           legal reserves and they are            subject to certain conditions;
     Dividend distributions to                                                of filing; taxable income is              accumulated every year.
     individual and non-resident         Advance Corporate                    declared on a quarterly basis                                                  •		 osses	incurred	in	foreign	
                                                                                                                                                               L
     corporate shareholders are          Income Tax                           as advance tax on the 14th of            According to the Turkish                jurisdictions (subject to
     subject to withholding tax                                               the second month following               Commercial Code, if the legal           certain conditions);
     (WHT) at a rate of 15%.             Corporations are required to         each quarter, and is payable on          reserves exceed 50% of the
     This rate may be reduced for        pay advance corporate income         the 17th of the same period.             paid-up capital, they shall be        •		 epreciation	of	fixed	assets;
                                                                                                                                                               D
     foreign shareholders if a tax       tax based on their quarterly         Advance corporate tax paid               used to cover losses, maintain
     treaty is present. Please note      profits at the rate of 20%.          is offset against the final              business activities in the case       •		 epreciation	and	expenses	
                                                                                                                                                               D
     that dividend distributions to      Advance corporate income             corporate tax calculated in the          of poor business conditions,            of company cars provided to
     resident entities and branches      taxes paid during the tax year       annual tax return.                       prevent unemployment or                 employees (Please note that
     of non-resident entities are not    are offset against the ultimate                                               offset the negative effects             company cars are not subject
     subject to dividend WHT. For        corporate income tax liability       Legal Reserves                           of unemployment.                        to income tax as they are
     non-resident entities operating     of the company, which is                                                                                              classified as fringe benefits
     in Turkey (i.e. branches,           determined in the related year’s     Under the Turkish Commercial             Calculation of Corporate                to employees);
     other type of permanent             corporate income tax return.         Code, Turkish companies are              Income Tax Base
     establishments such as              The balance of advance tax can       required to set aside first and                                                •		 ocial	security	contributions;
                                                                                                                                                               S
     permanent representatives/          be refunded or used to offset        second level legal reserves out        	 	 eductible	expenses
                                                                                                                       D
     agents) WHT will only be            other tax liabilities.               of their profits. Please note that       In principle, general expenses        •		 ompensation	paid	or	losses	
                                                                                                                                                               C
     applicable on the portion of the                                         a branch is not subject to the           incurred for the generation and         incurred in line with contracts
     profit that is transferred to the   Tax Returns                          legal reserve requirements.              maintenance of commercial               or court rulings, provided that
     headquarters/principal, in other                                                                                  income are allowed as                   they are related to the
     words repatriated from Turkey.      Resident and non-resident           •	 	 irst-level	legal	reserves
                                                                                F                                      deductions for corporate                business; and
     The rate of WHT is 15% but          entities having a permanent            Joint stock and limited                income tax purposes.
     can be reduced by a tax treaty.     establishment in Turkey are            companies are required to set                                                •		 ravel	and	accommodation	
                                                                                                                                                               T
                                         obliged to file annual corporate       aside 5% of their net profits          Deductible expenses, inter alia,        expenses related to, and
     Corporate Residence                 income tax and quarterly               each year as a first-level legal       include the following:                  commensurate with, the
                                         advance corporate income tax           reserve. The ceiling on the first-                                             volume of business.
     According to Turkish tax            returns (on a calendar year            level legal reserves is 20% of       •		 tart-up	costs	(these	costs	
                                                                                                                       S
     legislation, corporate income       basis unless permission to the         the paid-up capital. The reserve       are to be either expensed or
     taxation differs significantly      contrary is specifically obtained      requirement ends when the              capitalised at the discretion
     based on the taxpayer’s             from the Ministry of Finance).         20% of paid-up capital level           of the taxpayer);
     place of residence. If both                                                has been reached.
     the legal and the business
20
Non-deductible	expenses              •		 he	portion	of	expenses	
                                              T                                   line method. However, the            In addition to the interest paid     Anti-Tax Haven Provisions            in the capital or dividends or
       In general, non-deductible items       incurred that is considered         maximum applicable rate for          or accrued, foreign exchange                                              voting rights are considered
       are limited to those types of          being in violation of transfer      declining-balance method is          losses and other similar             All sorts of payments made           to be CFCs, provided that the
       expenditures that either cannot        pricing regulations; and            50%. On the other hand the           expenses calculated over             to corporations (including           conditions below are fulfilled:
       be properly documented or                                                  declining balance method             the loans that are considered        branches of resident
       that are regarded as abuses in       •		 he	portion	of	expenses	
                                              T                                   cannot be used for some              as thin capital are treated as       corporations) that are              •		 5%	or	more	of	the	gross	
                                                                                                                                                                                                  2
       respect to ‘business-related’          incurred that is considered         items. For example, goodwill is      non-deductible for corporate         established or operational in         revenue of the foreign
       or ‘business-promoting’ criteria       being in violation of thin          depreciated within five years in     income tax purposes. The             countries which are regarded          subsidiary must be composed
       (e.g., excessive entertainment,        capitalisation rules.               equal instalments and leasehold      interest paid or accrued and         by the Turkish Council of             of passive income;
       representation and travel                                                  improvements are depreciated         similar payments on thin capital     Ministers to undermine fair
       expenses). Needless to say,           Depreciation methods                 over the rental period at a          are reclassified at the end          tax competition due to tax          •		 he	CFC	must	be	subject	to	an	
                                                                                                                                                                                                  T
       disallowable expenses increase                                             flat rate.                           of the relevant fiscal year as       and other practices, may be           effective income tax rate lower
       the corporate income tax              Fixed assets acquired after                                               dividend distributed from the        subject to taxation in Turkey         than 10% for its commercial
       burden of companies since such        1 January 2004, are subject to       Related-party Transactions           perspective of the borrower          at a rate of 30% irrespective         profit in its home country; and
       expenses are not eligible for         depreciation over rates to be                                             and as dividend received from        of whether the payments in
       deduction from the corporate          determined by the Ministry of        In principle, transactions           the perspective of the lender,       question are subject to tax or      •		 ross	revenue	of	the	CFC	
                                                                                                                                                                                                  G
       income tax base. Disallowable         Finance, based on their useful       between related parties must         and as repatriated profit for        not, or the corporation receiving     must exceed the equivalent
       expenses, inter alia, can be          life. Note that rates announced      be carried out on an arm’s           non-resident taxpayers.              the payment is a taxpayer or          of TRY100,000 in a foreign
       listed as follows:                    differ from 2% to 33%. Fixed         length basis. There are specific                                          not. However, there are certain       currency in the related period.
                                             assets acquired before               rules in this respect in Turkish    •	 Transfer	Pricing                   exemptions. Moreover, as
     •		nterests,	foreign	exchange	
       I                                     1 January 2004 are depreciated       tax legislation, as explained in       Corporate income tax law           of today, the Turkish Council        The CFC’s prorated profit
       losses and other financial            under the previous rules, in         detailed below.                        includes transfer pricing          of Ministers has not yet             would be included in the
       expenses on capital and on loans      which the maximum rate                                                      regulations which are adopted      determined which countries           corporate income tax base
       that are regarded as thin capital;    applicable was 20% per year.        •	 	 hin	Capitalisation
                                                                                    T                                    from the OECD’s guidelines.        receiving payments shall be          of the controlling resident
                                                                                    According to the thin                If a taxpayer enters into          considered as ‘tax havens’.          corporation at the rate of the
     •		 ines	and	penalties	and	other	
       F                                     Depreciation may be calculated         capitalisation regulation,           transactions regarding the                                              shares controlled, irrespective
       indemnities arising from the          by applying either the straight-       if the ratio of the borrowings       sale or purchase of goods and      Treatment of Group                   of whether it is distributed or
       breach of the tax laws;               line or declining-balance              from shareholders or from            services with related parties,     Companies’ Entities                  not, in the fiscal period covering
                                             method, at the discretion of the       persons related to the               in which prices are not set in                                          the month of closing of the
     •		 egal	reserves;
       L                                     taxpayer. All tangibles, except        shareholders exceeds three           accordance with the arm’s          Consolidation of the accounts        according of CFC.
                                             for land, and intangible assets        times the shareholders’ equity       length principle, the related      of group companies’ entities
     •		 onations	to	foundations	
       D                                     are depreciable over a minimum         of the borrower company at           profits are considered to be       for tax purposes is not allowed      The Control rate is considered
       (that are granted a tax               of five years. Under the previous      any time within the relevant         distributed in a disguised         in Turkey, since each company        as the highest rate owned in
       exemption by the Council of           rules, buildings were an               year, the exceeding portion          manner through transfer            entity is regarded as a separate     the related fiscal period.
       Ministers) or to government           exception and were depreciated         of the borrowing will be             pricing. Such disguised profit     taxpayer unit for tax purposes
       institutions exceeding 5%             at a rate of between 2% and            considered as thin capital.          distributions through transfer     in Turkey.                           The CFC’s profit that has
       of corporate profit;                  10% per year, over a minimum           Excluding loans received             pricing are not accepted as tax-                                        already been taxed in Turkey
                                             of ten or fifty years, depending       from credit institutions that        deductible for corporate income    Controlled Foreign                   as per this article will not be
     •		 xpenses	recorded	through	
       E                                     on the type of building.               provide loans only to their          tax purposes. The methods          Corporation Rules                    subject to additional tax in
       severance pay provisions                                                     related companies, the loans         prescribed in the law are the                                           Turkey in the event of dividend
       (Severance pay shall be               Generally, assets are considered       received from related banks          traditional transaction methods    Corporations established             distribution; whereas the
       accepted as tax deductible            to be placed in service when           and similar institutions alone       described in the OECD’s            abroad and controlled directly       portion of the profit distributed
       only when actual payments             they are capitalised and ready         will not be considered thin          transfer pricing guidelines.       or indirectly 50% or more by         that had not been previously
       are made to employees);               for use. The applicable rate           capital until the amount of the                                         tax-resident companies and           taxed in Turkey will be subject
                                             for declining-balance method           borrowing exceeds 6 times                                               real persons by means of             to taxation.
                                             is twice the rate of straight-         the shareholders’ equity.                                               separate or joint participation
22
Taxes that the CFC pays over          international Turkish holding         to obtain an IIC, the minimum       In general, activities such         development (R&D) activities       expenditure on failed projects
       its profit in the related foreign     company can also be exempted          amount of total investment          as manufacturing, storage,          in Turkey. The three primary       can be expensed immediately.
       country will be offset from the       from corporate income tax             should be at least TRY1,000,000.    packing, general trading,           R&D incentives include
       tax calculated for the same           exemption, but subject                (For the investments in some        banking, and insurance and          significant advantages granted     Companies with separate R&D
       income in Turkey.                     to certain pre-conditions.            less developed areas minimum        trade, may be performed in          to investors planning R&D          centres employing more than
                                                                                   amount of total investment          Turkish free trade zones.           activities in science, software    500 R&D personnel can, in
       Tax incentives                        Investment incentives                 should be at least TRY 500,000.)    Goods moving between                and technology in special          addition to the aforementioned
                                                                                                                       Turkey and the zones are            zones known as ‘techno-            deduction, deduct half of any
       The major corporate income            The Turkish government                The advantages of an IIC can        treated, for all purposes, as       parks’, cash subsidies from        increase in R&D expenditures
       tax incentives available are          provides investment incentives        be summarised as exemption          exports or imports. However,        the Scientific and Technological   over similar money spent in the
       as follows:                           (state aids) to eliminate inter-      from customs duty, RUSF             operations within the zones         Research Council of Turkey         previous period.
                                             regional economic imbalance,          and VAT.                            are subject to the supervision      (TÜB TAK) and corporate tax
     •	 	 articipation	exemption	
        P                                    facilitate a larger capital                                               of the zone management (and         deductions. In April 2008, a       Any unutilised R&D deduction
        for	dividends                        contribution by public and            On the other hand, from an          customs authorities), to whom       new R&D law was enacted            can be carried forward for
        There is an unconditional            foreign investors to the capital      income tax perspective, the         regular activity reports must       to broaden incentives. One         an unlimited period of time,
        corporate tax and dividend           build-up of the country and           legislation related to investment   be submitted. Consequently,         of the objectives of the law       indexed to the revaluation rate,
        WHT exemption for dividend           support activities that have a        incentives has changed              there is a requirement for          is to attract foreign investors    which is an approximation of
        income that the Turkish resident     positive effect on employment.        substantially.                      zone users to maintain full         with significant R&D activities    the inflation rate.
        company and/or Turkish               Generally speaking, state aid                                             accounting records (in Turkish)     abroad to invest in Turkey,
        permanent establishment of           can be classified as either a         There are six main                  with respect to their activities.   by enabling non-resident           Income tax exemption
        a foreign company receives           tax or a non-tax incentive.           components of the new               These accounting requirements       companies with a subsidiary
        from another Turkish resident                                              investment regulation:              extend to inventory records.        or branch in Turkey to benefit     80% of the salary income
        company, except investment           The principal prerequisite                                                Customs duty is levied on any       from R&D tax incentives.           of eligible R&D and support
        funds and companies. If              for benefiting from state             1. Reduced corporate tax rate.      unexplained inventory losses        The main incentives introduced     personnel is exempt from
        a Turkish company has a              aid, except the investment            2. VAT exemption.                   as though the goods had been        by the new R&D law were:           income tax. However, this
        shareholding in a foreign            allowance, is to obtain an            3. Exemption for social             imported into the country.                                             rate is increased to 90%
        company, dividend income can         Investment Incentive                     security premium                                                     R&D deduction                      for personnel with a
        be exempted from corporate           Certificate (IIC). The IIC               (employer’s portion).            The right to operate in a                                              doctorate degree.
        income tax but subject to            is a document granted to              4. Customs duty exemption.          free zone is conferred by an        All eligible innovation and
        certain pre-conditions.              investors for their investments       5. Interest support.                operating licence obtained          R&D expenditures made in           Social security premium support
                                             by the Undersecretariat for           6. Allocation of land for           from the Undersecretariat for       technology centres or R&D
     •	 	 apital	gains	exemption
        C                                    the Treasury. It allows utilisation      investments.                     Foreign Trade, which reviews        centres, which must employ         The Ministry of Finance will
        A corporate tax exemption is         of the said benefits. The import                                          the application for conformity      at least 50 full-time equivalent   pay half the employer portion
        applicable for 75% capital gains     of machinery and equipment            Free trade zone                     with the objectives and             R&D personnel, or R&D and          of social security premiums
        generated from the sale of           (excluding raw materials,                                                 types of activity specified         innovation projects supported      for R&D and support personnel
        participation shares in a Turkish    intermediate and operating            Free trade zones are special        by the Economic Affairs             by foundations established         for five years.
        resident company, and/or real        products) is exempt from              sites that lie geographically       Coordination Council.               by law or international funds
        property that is held for at least   customs duty and Resource             within the country, but are                                             can be deducted from the           Stamp tax (stamp duty) exemption
        two years, as long as such           Utilisation Support Fund (RUSF)       deemed to be outside the            Research and development            corporate income tax base
        exempted gain is reserved in         payments. In addition, a VAT          customs territory. In these         (R&D) activities                    at a rate of 100%. The same        Documents prepared in relation
        special reserve account within       exemption is also applicable          regions, the normal regulations                                         expenditures can also be           to R&D activities are exempt
        the equity and not distributed       on the importation of eligible        related to foreign trade and        In the last decade, the Turkish     capitalised and expensed           from stamp tax.
        for five years. 100% of capital      machinery and equipment.              other financial and economic        Parliament has enacted              through amortisation over five
        gains from the sale of foreign       According to investment               areas are either inapplicable,      several regulations to provide      years in the case of successful
        participation shares by an           incentive legislation, in order       partly applicable or superseded     incentives for research and         projects, whereas the R&D
                                                                                   by new regulations.
24
Income derived by non-resident individual/                                    Being considered as a               Exemptions                          •		 ees	calculated	based	on	
                                                                                                                                                                F                                    The RUSF rates applicable
                                                                         %            transaction tax, BITT is only                                             export transportation and life       to loans are as follows:
             company without a PE i n Turkey
                                                                                      applicable on the income            Income generated from the             insurance policies, agricultural
      Rental from immovable assets                                       20           generated from transactions.        following transactions is             insurance policies for              •		 or	loans	provided	by	Turkish	
                                                                                                                                                                                                      f
      Leasing of goods (within the scope of the conditions                            To this end, the generally          exempt from BITT, such as:            un-harvested agricultural             Banks and financial institutions
                                                                          1           accepted principle is that                                                products, cattle and herd and
      regulated under Turkish Financial Leasing Law No. 3226)
                                                                                      income that is not generated       •		ncome	generated	from	the	
                                                                                                                           I                                    nuclear risk insurance policies;    – 15% for consumer loans
      Royalties (e.g. on patents, copyrights, licence, etc.)             20           from a transaction, such as          transactions carried out by                                                (only to real persons for
                                                                                      evaluation income, is not            Turkish resident banks with        •		 he	commissions,	premiums	
                                                                                                                                                                T                                     non-commercial purposes)
      Professional services                                              20
                                                                                      subject to BITT. Furthermore,        their branch offices or agents       and analogous fees obtained
      Premium services                                                    5           as BITT is applied on a per          and the transactions carried         for transactions regarding          – 0% for other loans;
                                                                                      transaction basis, netting off       out in between those branch          reassurance and
      Interest on loan arrangements                                      10
                                                                                      income and loss from different       offices and agents;                  retrocession; and                   •		 or	the	loans	obtained	by	
                                                                                                                                                                                                      f
      Interest income derived from time deposits                         15           transactions is not permissible.                                                                                Turkish banks and financial
      Reverse-repo income                                                15
                                                                                      BITT applies at the time of        •		ncome	generated	from	
                                                                                                                           I                                  •		 he	income	generated	from	
                                                                                                                                                                T                                     institutions from abroad – 0%;
                                                                                      accrual regardless of the            the transactions carried out in      arbitrage transactions and
      Wages and salaries                                                15-35         fact that income (e.g. fee or        between Turkish branch offices       trading income generated by         •		 or	the	loans	obtained	from	
                                                                                                                                                                                                      f
                                                                                      interest) is actually received.      or agents of non-resident banks;     banks and financial companies         foreign companies – 3%; and
                                                                                                                                                                operating in Turkey on derivative
     Withholding Taxes                           (‘BITT’) regardless of the           Rates                              •		 oupon	and	interest	income	of	
                                                                                                                           C                                    contracts performed in the          •		 or	import	payments	(via	
                                                                                                                                                                                                      f
                                                 nature of the transaction.                                                tax exempt bonds and bills;          Turkish exchange markets.             acceptance credit, deferred
     There is no withholding tax                 Likewise, the income generated       The current rate of BITT is                                                                                     payment letter of credit or
     on payments to resident                     by insurance companies from          5% in general. However, the        •		 he	cash	obtained	by	the	
                                                                                                                           T                                   Declaration and Payment                cash against goods) – 3%.
     corporations by other resident              both insurance and non-              applicable rate of BITT is           bank from its client and totally    of BITT
     corporations, except for a 3%               insurance activities is also         1% for:                              transferred to a third-party                                              If the loan is denominated in
     withholding tax on progress                 subject to BITT. Their income                                             service provider for the purpose    Taxpayers must file and submit        TRY, RUSF, is calculated over
     payments to contractors, both               from financial leasing under        •		 he	income	arising	from	the	
                                                                                       t                                   of making a service fee             their returns to the local tax        the interest amount. RUSF is
     domestic and foreign, within                the Financial Leasing Law is          deposit transactions between        payment on behalf of the client;    office within 15 days of the end      calculated over the principal
     the scope of construction                   not subject to BITT. On the           banks and stock exchange                                                of each month. BITT payments          if the loan is denominated in
     work spanning more than                     other hand, the transactional         money market transactions;        •		 he	dividends	obtained	by	
                                                                                                                           T                                   are made at the same date as          a foreign currency
     one calendar year.                          income generated by bankers                                               banks, insurance companies          the submission of tax returns
                                                 operating in Turkey is subject      •		ncome	derived	from	repo	
                                                                                       i                                   and bankers from their              to the relevant tax office.           Please note that certain loan
     The local WHT rates are                     to BITT but only if it arises         and reverse-repo transactions       industrial subsidiaries;                                                  transactions are exempt from
     as per the table above:                     from financing and/or financial       and the sale of Treasury Bills,                                         Resource Utilisation Support          RUSF, such as foreign currency
                                                 intermediation services (e.g.         Government Bonds, indexed         •		 he	portion	of	dividends	
                                                                                                                           T                                   Fund (‘RUSF’)                         loans obtained by Turkish
     Banking and Insurance                       interest income of consumer           bonds and Turkish corporate         obtained by banks, insurance                                              residents from abroad with an
     Transactions Tax (BITT)                     finance companies, brokerage          bonds issued and sold in Turkey     companies and bankers from          The loans provided by banks           average maturity of more than
                                                 fees of brokerage houses).            prior to their maturity.            their subsidiaries, which also      and consumer financing                one year.
     General	Information	                        Thus, income generated from                                               qualify as bank, banker or          companies operating in Turkey
     In Turkey banks and insurance               non-financial activities of the                                           insurance company, arising          and by overseas companies
     companies are exempted from                 bankers, such as gains from                                               from the transactions over          are subject to the RUSF levy.
     VAT. However, the income                    disposal of assets is not subject                                         which BITT has already
     generated by banks from both                to BITT. Their non-financial                                              been calculated;
     banking and non-banking                     transactions may be subject
     activities is subject to Banking            to VAT.
     and Insurance Transactions Tax
26
Personal Income Tax

       Tax Residency                     The tax rates and brackets                                                                  Tax Rates                            Employers’ Obligations              However, foreign nationals
                                         applicable for personal income                                                                                                                                       who are citizens of a country
       Liability to Turkish individual   apart from employment income                                                                There are two issued income          In accordance with the existing     with which Turkey has signed
       taxation is based on the          earned in calendar year 2011                                                                tax tariffs, one for employment      regulations, Turkish resident       a totalisation agreement (such
       status of residency. Resident     are as follows:                                                                             income and another for other         employers have a withholding        as the UK, Denmark, Germany,
       individuals are deemed as full                                                                                                income, which are subject to         responsibility in respect of the    France, the Netherlands, etc.)
       taxpayers and they are taxable         Taxable                                   Tax on lower            Percentage           income tax.                          compensation and benefits that      can be exempted from the
       on their worldwide income.                                   Not over                                                                                              they provide to the employees.      Turkish social security scheme,
                                            income over                                   amount                 on excess
       Non-residents, on the other                                                                                                   Administration of the regime         Accordingly, the income tax,        if they remain covered by
       hand, are classified as limited    0                         TRY9,400                    0                    15%                                                  social contributions and the        their home country schemes
       taxpayers and liable to Turkish    TRY9,400                 TRY23,000               TRY1,410                  20%             Not every ‘employee’ or              stamp duty on the salary            during the Turkish assignment
       tax only on their Turkish                                                                                                     ‘individual’ is required to file     payments must all be withheld       and providing that they can
       source earnings.                   TRY23,000                TRY53,000               TRY4,130                  27%             a tax return in Turkey. Based        on a monthly basis and paid         present evidence by obtaining
                                                                                                                                     on the tax residency status,         over to the relevant authorities    a certificate of coverage from
                                          TRY53,000                 And above             TRY12,230                  35%
       As per Turkish Income Tax Law,                                                                                                the salary payment structure         by the employer, on behalf of       the relevant authorities in their
       an individual will be deemed as   Legal residence: In the Turkish civil code, legal residence is defined as the place where   of the employee as well as           the employees.                      home countries.
       tax resident:                     one lives, with the intention of settling down. However, there is no guidance on how        the types, sources and
                                         such intention is to be measured, nor are there any relevant rulings on the issue. We       amounts of his/her personal          Social Security Premiums            Stamp Duty
                                         believe that if a foreign national purchases a home in Turkey and lives together with
     •		f	they	stay	in	Turkey	
       i                                 their family, this could be considered as intention of settling down. Then again, each
                                                                                                                                     income (under separate
       continuously for more than        individual’s status should be analysed based on a broader perspective of all their          combinations) for the year,          In principle, all individuals who   Stamp duty currently applies
       six months in a calendar year     personal circumstances before an opinion could be formed in this respect.                   it can be determinedthat the         work in Turkey are required to      at the rate of 0.66% over the
       (temporary departures are not                                                                                                 individual is not required to        be covered by Turkish social        gross salary for individuals
       considered as interruption); or   The tax rates and brackets                                                                  report their employment or           security. On the other hand,        receiving their income from
                                         applicable for employment                                                                   personal income.                     since social contributions are      a local payroll. For individuals
     •		f	their	‘legal	residence’	
       i                                 income earned in calendar                                                                                                        calculated over the gross salary    filing tax returns, this duty
       is in Turkey.                     year 2011 are as follows:                                                                   For individuals who would be         (subject to a cap, at 15% for       is replaced with fixed filing
                                                                                                                                     required to file a tax return, the   the employee and 21.5% for          fees currently amounting to
       If a foreign national meets            Taxable                                   Tax on lower            Percentage           annual Turkish tax return for the    the employer. The cap currently     TRY30.00.
       either of the two conditions                                 Not over                                                         income generated during each         applies as TRY5,177.40 per
                                            income over                                   amount                 on excess
       mentioned above, he would                                                                                                     calendar year is due by              month between 1 January
       be considered as tax resident      0                         TRY9,400                    0                    15%             25 March of the following year       2011 and 30 June 2011, and
       in Turkey.                         TRY9,400                 TRY23,000               TRY1,410                  20%             and the tax is payable in two        TRY5,440.50 per month
                                                                                                                                     equal instalments in March           between 1 July 2011 and
       The only exception to the          TRY23,000                TRY80,000               TRY4,130                  27%             and July.                            31 December 2011) on the
       aforementioned residency rule,                                                                                                                                     local payroll, in practice, only
                                          TRY80,000                 And above             TRY19,520                  35%
       provided under the same law,                                                                                                                                       individuals who are paid or
       is for foreign nationals who                                                                                                                                       taxed via a local payroll are
       stay in Turkey for more than                                                                                                                                       subject to these contributions.
       six months exclusively for the
       fulfilment of a ‘specific and
       temporary’ assignment.




28
VAT                                                                                                         Other Taxes

         The Turkish tax system levies        that is authorised with respect    Exemptions                          Capital duty
         value added tax on the supply        to individual or corporate
         and the importation of goods         income tax.                        There are two basic forms of        No duty is applied on share
         and services. The Turkish name                                          exemption under the Turkish         capital. However, there is a
         for Value Added Tax is ‘Katma        Please note that there is no       VAT Law:                            compulsory contribution to
         Deger Vergisi’, abbreviated          single ‘VAT registration’                                              the Competition Board equal
         to KDV.                              approach in Turkey because         Exemption without credit            to 0.04% of the capital amount
                                              it is not possible to register     for previously paid VAT             committed when the company
       Liability for VAT arises:              only for VAT purposes in Turkey.                                       is established. In the case of
     a When a person or entity                In order to register for VAT       In this form, the input VAT         subsequent increases in capital,
       performs commercial,                   purposes, a foreign company        cannot be deducted or               this 0.04% levy is applied on
       industrial, agricultural or            should have a permanent            reclaimed but can only be           the increased amount.
       independent professional               establishment (PE) in Turkey       recorded as a cost or an
       activities within Turkey; and          and be obliged to register for     expense. Transactions that          Stamp tax
     b When goods or services are             all tax purposes (i.e. VAT,        are subject to ‘exemption
       imported into Turkey.                  corporate income tax,              without credit for previously       Documents within the scope
                                              withholding tax and stamp duty,    paid VAT’ are the supply            of stamp tax are papers
         VAT is levied at each stage          etc.) to a tax office in Turkey.   of goods and services for           which are legally valid and
         of the production and the                                               cultural, educational,              exercisable, bearing a signature
         distribution process. Although       Tax Rates                          recreational, scientific, social    (or a sign replacing signature,
         liability for the tax falls on the                                      and military objectives and         or electronic signature) and
         person who supplies or imports       The Turkish VAT system             certain other categories.           prepared for the purpose of
         the goods or services, the real      employs multiple rates and                                             proving any legal subject. In
         burden of VAT is borne by the        the Council of Ministers is        Exemption with credit for           this sense, stamp tax applies
         final consumer. This result is       authorised to change the VAT       previously paid VAT                 to a wide range of documents
         achieved by a tax-credit method      rates within certain limits.                                           including written agreements.
         where the computation of the                                            Certain transactions are not
         VAT liability is based on the        Standard rate                      taxable and at the same time        Stamp tax rate on the
         difference between the VAT           The standard rate of VAT on        the taxpayer has the right to       taxable papers is 0.825%,
         liability of a person on his sales   taxable transactions is set at     claim a credit and a refund. This   with an exception that the
         (output VAT) and the amount of       10% in the VAT Law, but this       mechanism operates under the        lease agreements are taxed
         VAT he has already paid on his       rate was increased to 18% as       name ‘exemption with credit         at 0.125%. Stamp tax is
         purchases (input VAT).               of 15 May 2001.                    for previously paid VAT’ and is     calculated on the highest
                                                                                 issued principally for exports.     value stated or calculable
         VAT Registration                     Reduced rates                                                          from the taxable paper or
                                              For the deliveries and services                                        on the maximum amount
         Any person or entity engaged         mentioned in List No.1, 1%                                             stated on the paper. There
         in an activity within the scope      (e.g. agricultural products such                                       is a cap of TRY1,251,383.40
         of the VAT Law must notify           as raw cotton, dried hazelnuts                                         per agreement for 2011.
         the local tax office where his       and etc). For the deliveries and
         place of business is located.        services mentioned in List No.2,
         If there is more than one place      8% (e.g. basic food stuffs,
         of business, registration is         books and similar publications).
         performed at the tax office


30
Audit and accountancy
     All banks that operate in Turkey   Banks are required to present       Quarterly audited/reviewed
     are regulated and supervised       quarterly financial statements      financial statements of the
     by the BRSA. According to          audited by an independent           Banks operating in Turkey are
     BRSA regulations, banks must       audit firm according to Turkish     posted on the BRSA website.
     be audited by an independent       Financial Reporting Standards       Financial statements of the
     audit company and prepare an       (which is almost the same as        Banks and other entities quoted
     ‘Independent Audit Report’ on      IFRS) and BRSA Regulations          on the Istanbul Stock Exchange
     a quarterly basis. The total       on Independent Audit. Quoted        (ISE) are also publicly available
     period an independent auditor      entities are required to present    on the Public Disclosure
     can audit a Bank is eight          half-yearly financial statements    Platform (www.kap.gov.tr).
     successive years with a cool-off   audited by an independent
     period of three years.             audit firm according to Turkish     Banks and quoted entities are
                                        Financial Reporting Standards       obliged to pay miscellaneous
     Entities that are quoted on the    and CMB regulations.                fees to regulatory bodies
     Istanbul Stock Exchange are                                            (e.g. BRSA, Capital Markets
     regulated and supervised by        Non-quoted entities are not         Board (CMB), Central Bank,
     the Capital Markets Board          bound to prepare and issue          etc.) depending on the nature
     (CMB). According to CMB            TFRS financial statements.          of filing.
     regulations, quoted entities       Such entities generally keep
     must be audited by an              their accounts in accordance        Accounts of banks and quoted
     independent audit company and      with Tax Procedures Law.            entities need to be produced in
     prepare an ‘Independent Audit      However, with the New TCC,          Turkish Accounting Standards
     Report’ on a half-yearly basis.    which will be in force as of        and Turkish Financial Reporting
     The total period an independent    1 July 2011, preparing the          Standards which are local
     auditor can audit a quoted         financial statements as per the     version of IAS and IFRS. There
     entity is seven successive         TFRS and having independent         is no such requirement for non-
     years with a cool-off period of    audit are defined as mandatory      quoted entities.
     three years (one-year cool-off     applications for all the entities
     period for those audit firms       regardless of whether they are      According to Banking Law
     meeting specified criteria).       quoted entities or not.             and also CMB regulations,
                                                                            maintaining local books and
                                        Banks must file their accounts      records is a requirement and
                                        according to the Uniform Chart      books and records need to
                                        of Accounts issued by the           be maintained in the Turkish
                                        BRSA. Quoted entities must file     language and in Turkish lira.
                                        their accounts in accordance
                                        with TFRS. An Inde pendent
                                        Audit Report for a bank or a
                                        quoted entity must be prepared
                                        according to the defined
                                        structure of Turkish Financial
                                        Reporting Standards (TFRS).
                                        There is no such requirement
                                        for non-quoted entities.


32
Human Resources
          and Employment Law
          Employment relationships are           However, if the employment         the daily working hours do not       The break periods shown               If necessary, these periods may       • 1 January is the New
          regulated by the Turkish Labour        relationship is established for    exceed eleven hours on any           opposite are the minimum              be extended depending on the            Year holiday.
          Law No.4857 (TLL).                     an indefinite period, then the     one working day.                     entitlement, and should be            health of the employee and the
                                                 written employment contract                                             given without interruption.           special requirements of the job,      • 1 May is Labour Day.
          The provisions of the TLL              becomes obligatory one year        Overtime                             The break hours are not               subject to a medical report.
          rule the general terms                 after the commencement of                                               included in the working hours.                                               One day of the week should be
          and conditions as well as              the relationship.                  Pursuant to the TLL, overtime                                              Female employees may, upon             given to employees as holiday.
          the statutory issues of an                                                is permitted over and above the      Annual Vacation                       their request, be granted unpaid
          employment relationship.               Under all circumstances,           working hours fixed by law, for                                            leave for a period of up to six        As per the Turkish Labour Law,
                                                 the employer, as a minimum,        reasons such as national interest    Employees shall be granted paid       months following the 16-week           one week’s illness is legally
          Moreover, besides the general          should provide the employee        or the particular requirements       annual vacation for the periods       maternity leave period. This           considered to be within work
          terms regulated by the TLL,            with a sheet of working            of the work or for increasing        indicated below, if they have         period shall not be taken into         time and, although not worked,
          the employment contract is             conditions in writing that         production. Overtime is defined      worked for at least one year,         account in the calculation of          this time shall be counted as
          the most important tool of             specifies the following details:   in the TLL as the working hours      including the probationary period.    paid annual vacation.                  work days. In this case, the
          an employment relationship                                                that exceed 45 hours in a week.                                                                                   employee should submit a
          either by re-defining the         i.   names and residence                The approval of the employee                                               In addition, until the child           doctor’s report to the employer.
          general terms of the TLL               addresses of the employer          should be obtained for overtime.                                           reaches the age of one, the
                                                                                                                            Length of       Holiday
          or by specifying the private           and employee,                      In no event may the total period                                           female employee is entitled            Employees are also entitled
          conditions of the relationship.   ii. date employment began,              of overtime in a year exceed             services     Period (days)        to one and a half hours a day          to have 3 days paid leave for
                                            iii. salary and the full benefit        270 hours.                            1 to 5 years           14            for feeding.                           marriage and in the case of the
          Employment Contracts                  package granted,                                                          (incl.)                                                                     funeral of first degree relatives.
                                            iv.hours of work, holiday pay           In general, overtime payment                                               Minimum Wage
          Employment contracts should            and entitlement, time off for      is calculated as the normal           5 to 15 years          20                                                   Recruitment
          be in line with the TLL and            sickness and pay, if they are      hourly rate plus 50%. Instead         15 years and           26            For the period between
          should not include provisions          different than regulated by        of getting extra payment, the         over                                 1 July 2011 – 31 December              Turkey is a large country
          against the fundamental rules          the TLL,                           employee has the right to get                                              2011, the minimum wage is              and there is a difference
          of the TLL.                       v. job title and job description,       free time, the amount of which       Paid annual vacation may              gross TRY837,00 for employees          between the geographical
                                            vi.whether the employment               is set forth within the provisions   not be less than 20 days for          who are older than 16.                 regions in terms of the labour
          There are different types              relationship includes a            of the TLL.                          employees 18 years of age                                                    market. For the recruitment
          of employment contracts                probationary period or not.                                             or younger and 50 years of            Legal Holidays                         process, most companies work
          regulated by the TLL. They are:                                           Break Hours                          age or older. These periods                                                  with the recruitment firms that
                                                 An employee is also entitled                                            may be increased by                  • 29 October (Republic Day) is a        know the market and have
     i.   Employment contract with               to receive a payslip with each     Towards the middle of the            employment contracts.                  national holiday and the holiday      a candidate pool.
          a definite period.                     payment of wages or salary.        working hours and according                                                 starts on 28 October at 13:00.
     ii. Employment contract with                                                   to local custom and working          Maternity Leave                                                              Immigration Permit
          an indefinite period.                  Working Hours                      requirements, employees are                                               • 23 April (National Sovereignty        Requirements
     iii. Employment contract for                                                   entitled to a break of:              Pursuant to the TLL, female            Day), 19 May (Youth Day) and
          part-time employment.                  In general, the duration of                                             employees are entitled to              30 August (Victory Day) are           Foreign national individuals to
                                                 work may be a maximum of 45        Total Working Break Hours            take maternity leave for a             public holidays.                      be employed in Turkey need
          If the employment contract             hours per week. This is applied     Hours a Day (by minutes)            period of 16 weeks, i.e. eight                                               work and residence permits in
          is made for a definite period          equally to the working days of                                          weeks before and eight weeks         • Festival of Ramadan (3.5 days)        order to be eligible to work and
                                                                                     4 or less              15
          or for a part-time employment,         the week. However, with the                                             after giving birth. Upon their         and the Festival of the Sacrifice     reside in Turkey.
          then it must be written as             approval of both parties, the       4 to 7.5 (incl.)       30           request and subject to doctor’s        (4.5 days) are religious holidays.
          such from the beginning of             normal working hours may                                                approval, female employees             Every year the dates of these
                                                                                     More than 7.5          60
          the commencement of the                be distributed unevenly over                                            may work until three weeks             holidays change according to
          employment relationship.               working days provided that                                              before giving birth.                   the Hegira Calendar.
34
As per the recent                     minimum share and amount            conferences for the career           one month after his/her             Notification Payment                    Benefits
      announcements of the work             of capital share must be met.       development of its members etc.      application. The court shall
      permit authority, work permit                                                                                  determine the amount of such        Pursuant to Article 17 of               In Turkey, all benefits apart
      applications are to be finalised      Role of unions/collective           Termination of employment            compensation. The salary and        the TLL, both the employee              from the ones listed in the
      within one month. This being          bargaining, etc.                    or redundancy                        all other rights of the employee    and employer are entitled               TLL are voluntary, and the
      said, these newly introduced                                                                                   covering at most 4 months is        to terminate employment                 below-listed ones are the most
      durations are yet to be tested.       According to the Union Law          As per Article 18 of the TLL,        paid to the employee for the        contracts for an indefinite             common benefits in practice;
                                            (UL), all employees working         termination of the employment        period discontinued to work until   period by observing the
      Due to the fact that professional     under an employment                 contract of an employee having       the final judgment of the court     following minimum                      • Lunch.
      services such as engineering,         agreement and aged 16 or            at least 6 months’ service with      is received. This amount is paid    notification periods,
      city planning and architecture        above are eligible to become        the employer in a workplace          to the employee whether or not      depending upon the length              • Transportation.
      are carefully regulated, the          a member of a labour union.         operating with 30 or more            the employer re-employs the         of service of the employee.
      work permit applications for          The employees below the age         employees should be based            employee or not.                                                           • Private Health Insurance
      foreign nationals holding one         of 16 can become a member of        on a valid reason relating to                                            The employer may terminate
      of these degrees differ from the      a labour union provided that the    efficiency or behaviour of           Severance Payment                   the contract of the employee           • Private Life Insurance
      regular work permit applications      written consents of their legal     the employee, or the                                                     by paying in advance the                 and Pension.
      and take up to a year. As per         representatives are obtained.       requirements of the enterprise,      In cases where the                  salary of the employee
      the recent changes in the                                                 workplace or the work. In such       employment contract of an           corresponding to the period            • Company car and phone
      immigration legislation, such         As explicitly set forth in the      termination, severance and           employee is terminated after at     of notice. Any party failing to          for managerial staff.
      individuals might be granted          UL, individuals are free to         notification payments are made       least one year by the employer      fulfil notification obligation is to
      with a pre-approval to work.          become members of a labour          to the employee.                     for reasons other than cases        pay compensation, equivalent           • Stock option plans.
                                            union. It is further stated that                                         which are incompatible with         to the wage corresponding to
      The following evaluation              no one shall be forced to           However, even being fully paid       morals and goodwill and similar     notification period.                   • Private pension plans.
      criteria for the work permit          become or not to become             with his/her legal rights, the       circumstances, the employer
      applications have recently            a member of a trade union.          employee whose contract is           shall pay the employee a
      been determined by the                                                    terminated has the right to file     severance payment at the             Length of the          Notice
      Ministry of Labour as follows:        According to Article 12 of          a lawsuit against the employer       rate of 30 days’ wages for           Employment             Period
                                            the Collective Bargaining           within 1 month as of the date        each full year since the date        Less than              2 weeks
     • a local employment quota is          Agreement, Strike and               of notification for termination of   of employment. Payment shall
                                                                                                                                                          6 months
       introduced (five local               Lockout Law, labour unions          the contract if the reasons for      be made pro rata for a portion
       employees per foreign national);     have the right to sign collective   termination are not defined in the   of a year.                           6-18 months            4 weeks
                                            bargaining agreements with          notification or the employee is of
                                                                                                                                                          18 months-             6 weeks
     • a certain minimum amount             employers provided that more        the opinion that the considered      Calculation of severance pay
       of paid-in capital or gross sales    than half of the total number       reason is invalid.                   shall be made based on the           3 years
       or exports figures will need to      of the employees of that                                                 latest salary drawn. However,        More than              8 weeks
       be met;                              employer are members of             If the court decided that            the ceiling limit for severance      3 years
                                            the labour union.                   the termination is invalid or        pay is TRY2,731.85 for the first
     • minimum salary levels ranging                                            groundless, the employer             half of 2011.
       between TRY1,140.75 and              As per Article 33 of the UL,        is obliged to re-employ the
       TRY4,943.25 (to be revised in        labour unions are entitled to       employee within 1 month.
       January 2011) must be paid to        provide certain benefits and        The employer is obliged to pay
       foreign national employees; and      support to their members            compensation to the employee
                                            such as legal aid for retirement,   corresponding to at least
     • if the foreign individual is to be   establishing library and            4 months’ salary, at most
       the shareholder of the company,      sport grounds for the use of        8 months’ salary, if he fails to
       a requirement for a certain          the employees, organising           re-employ the employee within
36
Trade
     Turkey has great strength in      In 2008, Turkey’s exports and     also a member of the World          In 2010, approximately 67% of
     Trade due to its geographic       imports reached an all-time       Customs Organisation and            all Tax Revenues were collected
     location. Turkey has taken        high; exports increased 23%,      mainly follows WTO and WCO          from Indirect Taxes. The major
     advantage of a customs union      reaching US$132 bn, while         principles. But to protect local    portion of Indirect Taxes are
     with the European Union,          imports rose 19%, hitting         businesses, some necessary          VAT and Excise. VAT collected
     signed in 1995, to increase       US$202 bn. During 2010, the       measures are put in place by        during importation covered
     industrial production for         year after the global financial   the Authorities.                    15% of all Tax Revenues. It is
     exports, while benefiting from    crisis, Turkey managed to                                             clear that most of the taxes are
     EU-origin foreign investment      secure US$113 bn of exports       Customs                             collected at Customs.
     into the country.                 and US$185 bn of imports.
                                       It should also be noted that      Turkey signed the Customs           Free Trade Agreements
     There is a deep trade             Turkey is expected to be          Union Agreement with the EU
     relationship between Turkey       the highest growing OECD          on 1 January 1996 and has           Turkey has Free Trade
     and the EU. Indeed, the EU        member country between            amended its customs code            Agreements with the following
     ranks as number one by far        2011 and 2017, with an annual     and legislation in line with        countries: Albania, Bosnia
     in both Turkey’s imports and      average growth rate of 6.7%.      those of the EU customs code.       Herzegovina, Croatia, EFTA
     exports, while Turkey ranks 7th                                     In that perspective, the general    member countries (Switzerland,
     in the EU’s top imports and 5th   Due to the implementation         outline of Turkish customs          Norway, Iceland and
     in export markets.                of the liberalisation process     practices are similar (specially    Liechtenstein), Egypt, Georgia,
                                       since the 1980s, the Turkish      the classification and duty         Israel, Macedonia, Montenegro,
     Main Turkish export markets in    economy has experienced a         rates) to its EU counterparts.      Morocco, Palestine, Georgia,
     2010 were the EU (42.088 m        period of high growth. Foreign    According to the Customs            Serbia, Chile, Tunisia and Syria.
     of Euro), Russia, USA,            trade, both in exports and        Union Agreement, with the
     Romania, United Arab Emirates     imports, has grown rapidly        exception of certain goods          Free Trade Agreement between
     and Iraq. Machinery and           and notable changes in the        such as agricultural products,      Turkey and Lebanon is under
     transport equipment dominate      structure of exports have         no customs tax is incurred on       approval process.
     EU imports from Turkey, both      been observed. In this            the trade between Turkey and
     accounting for about 38%          regard, industrial products       the EU, as long as the goods
     of the total. Other important     have gained prominence            are imported to Turkey with
     imports are miscellaneous         over agricultural products.       an ATR movement certificate
     manufactured articles.                                              proving that the goods are
                                       Turkey became a member            in free circulation in the EU.
     Imports into Turkey came          of the World Trade                (Please note that recently a
     from the following key markets:   Organisation (WTO) in             new legislation has published
     the EU (722 billions of USD as    1995. Following this move,        for textile products that impose
     of 2010), Russia, China, USA,     it finalised an agreement with    additional customs duty on
     Iran and South Korea. Turkey      the European Union, enabling      textile products imported from
     is one of the major export        it to join the Customs Union      EU which are originated outside
     partners of EU with its share     on 1 January 1996. Turkey is      EU.) Customs duty rates are
     of 4.5% of total EU exports.                                        mainly in line with the EU
                                                                         practice (except the agricultural
                                                                         products).




38
Banking in Turkey
      Types of bank accounts;           Setting up a bank account          Ability to access
                                                                           local financing
     • TRY-denominated and FX-          In order to open a bank account,
       denominated accounts:            the only requirement is to         Entities can easily access
       An account can be opened         have a passport or certificate     local financing based upon
       in TRY or in any currency        of residence for identification    their credit rating. However,
       convertible in Turkey.           purposes, relevant address         local financing becomes
       There are no limits on the       proof document, tax ID             more difficult to raise as the
       number of FX-based accounts.     number from a local tax office     amount of financing rises.
                                        or foreigner’s ID number.          In raising high amounts of
     • Saving and current accounts.                                        financing with extended
                                        In order to open an account        maturities, the local entities
                                        for a company established          are frequently mandated to
                                        abroad which is referred from      use foreign currency borrowings,
                                        a HSBC Group Member, HSBC          generally with floating interest
                                        Turkey requires the following      rates. Therefore, local entities
                                        documentation:                     also prefer to engage in cross-
                                                                           currency swap transactions
                                      • Articles of Association and        to eliminate the almost
                                        amending supplements (if any);     inevitable foreign currency
                                                                           and interest rate risks of
                                      • Turkish Tax Identity Card          large scale borrowings.
                                        and Number of the company;
                                                                           With the development of
                                      • Board Resolution or                technology in daily life, the
                                        Signature Circular;                ways to reach a loan have
                                                                           increased. Entities and
                                      • Identification of                  individuals can easily access
                                        Authorised Signatories;            local financing through
                                                                           branches, ATM machines,
                                      • Trade/Commercial Registry          telephone, internet branch
                                        Certificate confirming the         and even instant messaging
                                        business name, trade/              via mobile phone.
                                        commercial registry number,
                                        field of activity, address,
                                        telephone numbers, fax
                                        numbers and email address
                                        (if any) of the company;

                                      • Shareholding Structure;

                                      • Smartform-Turkey; and

                                      • Banking Transactions
                                        Agreement.

40
HSBC in Turkey
     Overview

     HSBC Bank A.S. serves           Key events in the growth            2004 HSBC Portfolio               Corporate Sustainability            freshwater and cities. HSBC’s
     Turkey with a full range        of HSBC Turkey                      Management A.S.                                                       programme partners are carrying
     of products and services,                                           was launched.                     For HSBC, Corporate For             out original scientific research,
     an uncompromising dedication    1990 HSBC becomes the first                                           HSBC, Corporate Sustainability      developing demonstration
     to customer satisfaction, and   British bank to enter the Turkish   2006 HSBC extended its            is about bringing social and        projects, creating working
     a commitment to making the      market. The Bank is established     segmentation model to             environmental issues together       models, and proving clear
     world’s local bank Turkey’s     in Istanbul as Midland Bank Inc.    target smaller businesses         with financial performance to       solutions so that governments
     favourite bank.                 with 100% foreign capital.          and Business Banking was          maintain and grow a successful      can enact legislation for the
                                     HSBC established a                  established.                      business for the benefit of         adoption of low-carbon policies.
     Having entered the Turkish      commercial banking operation                                          our stakeholders.
     market in 1990, the Bank        in Turkey in 1990, targeting        2006 The first Private Banking                                        HSBC Turkey plays an active
     established its presence on     corporate customers.                branch opened at Mayadrom        •		 e	apply	clear	policies	
                                                                                                            W                                  role in Corporate Sustainability
     the pillars of the strength                                         on August 11, 2006.                and processes to manage            projects. Formed by employees
     and prowess of the HSBC         1997 HSBC launches Personal                                            potential social and               HSBC Volunteers club runs
     Group. It built on this         Financial Services with an          2008 HSBC Advantage                environmental risk in our          sustainable long-term projects
     foundation with a deep and      extensive product range in          Credit Card celebrated its         lending and other financial        such as Partner Schools.
     broad understanding of the      addition to corporate banking       10th anniversary in Turkey.        activities in sensitive sectors.   Present in more than 55
     local economy and markets       and capital markets.                                                                                      cities and 130 schools, HSBC
     and through specialisation in                                       2010 HSBC celebrated its         •		 e	help	our	clients	to	seize	
                                                                                                            W                                  employees takes an important
     corporate banking and capital   1999 The name of the Bank           20th year in Turkey.               the opportunities presented        role to enhance education
     markets activities.             is changed from Midland Bank                                           by the shift to a low-carbon       standards. From school books
                                     A.S to HSBC Bank A.S.
                                        ¸.                               Awards                             economy.                           to clothes to keeping children
     HSBC Turkey plays an                                                                                                                      warm – all the needs of these
     important role in Continental   2001 HSBC Bank A.S. acquires        – ‘Best Debt House’ Award        •		 e	try	to	reduce	our	own	
                                                                                                            W                                  students are evaluated fairly
     Europe Region with 334          Demirbank T.A.S., Turkey’s             2008-2010 in Turkey             environmental footprint            and timely. Partner School
     branches and over 3 m           fifth largest private bank. The        by Euromoney.                   and share good practice            project generated a network
     customers serving with nearly   acquisition extends HSBC’s                                             on this with our clients and       starting from HQ buildings
     7,000 employees. The CMB        local network of branches and       – ‘Best Corporate Banking          other stakeholders.                to branches to schools. HSBC
     division, a valuable part of    delivery channels as well as           Internet Bank’ 2010 in                                             Turkey also a keen believer of
     HSBC Turkey serves customers    its customer base in personal          Turkey, by Global Finance.    •		 e	focus	our	community	
                                                                                                            W                                  HSBC Group projects and takes
     across 117 branches.            banking and client portfolio in                                        investment (philanthropic          part in most of it. JA More than
                                     corporate banking.                  – ‘Best User-Friendly Website’     activities) on education and       Money, Climate Champions,
     With its expertise in the                                              2010 in Turkey by Golden        the environment.                   ESU Public Speaking
     domestic market and devotion    2002 HSBC Bank A.S. acquires           Web Awards.                                                        Competition, Future First are
     to serving that market in the   Benkar Tuketici Fi nansmani                                           Our education programmes            among many other Corporate
     forefront of the competition,   ve Kart Hizmetleri A.S., one        – ‘Top Recruiter’ 2009            help to lift people out of          Sustainability activities.
     combined with its distinct      of the country’s top providers         in Turkey by HR Summit.        poverty, build financial
     advantage in providing          of consumer finance, from                                             literacy and promote
     privileged access to one of     Boyner Holding A.S. The             – ‘Best Personal Banking          environmental awareness.
     the world’s largest financial   acquisition includes the               Provider Online’, 2009         Our environmental programme
     networks, HSBC Bank A.S.        Advantage Card, the largest            by Global Finance.             focuses on the HSBC Climate
     is well-placed to set the       card organisation in Turkey                                           Partnership – a five-year
     pace of banking in Turkey.      outside the banking sector.         – ‘World’s Leading Banking        environmental programme
                                                                            Brand’, 2007-2009 by           to reduce the impact of climate
                                                                            Euromoney Magazine.            change on people, forests,

42
Country overview
     Capital city                  Ankara

     Area and population           814,578 sq km / 72.6m

     Language                      Turkish

     Currency                      Turkish Lira

     International dialling code   90

     National Holidays             New Year’s Day                    1 January
                                   National Sovereignty and
                                                                     23 April
                                   Children’s Day
                                   Labour and Solidarity Day         1 May
                                   Commemoration of Ataturk,
                                                                     19 May
                                   Youth and Sports Day
                                   Victory Day                       30 August
                                   Republic Day                      29 October

     Business and banking hours    09.00 – 17.00

     Stock exchanges               ISE

     Political structure           Democratic and secular republic




44
Contacts
     Umurcan Gago

     Tel: +90 212 326 60 98

     Email: Umurcan.gago@tr.pwc.com


     Website: www.hsbc.com.tr

     Phone: +90 212 376 40 00

     Head	Office:	HSBC Bank A.S    ¸.
     Esentepe Mah. Büyükdere Caddesi,
     No:128, Sisli, 34394 Istanbul
             ¸ ¸


     1st	Edition:	December	2010


     Copyright

     Copyright 2011. All rights reserved.

     In this document, ‘PwC’ refers to PwC
     Turkey, which is a member firm of
     PricewaterhouseCoopers International
     Limited, each member firm of which is a
     separate legal entity. ‘PwC Turkey’ refers
     to Basaran Nas Bagımsız Denetim ve
           ¸             ˘
     Serbest Muhasebeci Mali Müsavirlik A.S.,
                                     ¸         ¸
     Basaran Nas Yeminli Mali Müsavirlik A.S.
         ¸                          ¸         ¸
     and PricewaterhouseCoopers Danısmanlık
                                         ¸
     Hizmetleri Ltd Sti. which are separate legal
                     ¸
     entities incorporated in Turkey within the
     PwC Turkey organisation.




46

Pwc+hsbc doing business in_turkey 2011

  • 1.
    This publication is ajoint project with Doing business in Turkey
  • 2.
    Contents Executive summary 4 Disclaimer Foreword 6 This document is issued by HSBC Bank A.S. (the ‘Bank’) in Turkey. Introduction – Doing business in Turkey 8 It is not intended as an offer or solicitation for business to anyone in any jurisdiction. It is not intended Conducting business in Turkey 14 for distribution to anyone located in or resident in jurisdictions which Taxation in Turkey 20 restrict the distribution of this document. It shall not be copied, Audit and accountancy 32 reproduced, transmitted or further distributed by any recipient. Human Resources and Employment Law 34 The information contained in Trade 38 this document is of a general nature only. It is not meant to Banking in Turkey 40 be comprehensive and does not constitute financial, legal, tax or HSBC in Turkey 42 other professional advice. You should not act upon the information Country overview 44 contained in this publication without obtaining specific professional Contacts 46 advice. This document is produced by the Bank together with PricewaterhouseCoopers (‘PwC’). Whilst every care has been taken in preparing this document, neither the Bank nor PwC makes any guarantee, representation or warranty (express or implied) as to its accuracy or completeness, and under no circumstances will the Bank or PwC be liable for any loss caused by reliance on any opinion or statement made in this document. Except as specifically indicated, the expressions of opinion are those of the Bank and/ or PwC only and are subject to change without notice. The materials contained in this publication were assembled in November 2010 and were based on the law enforceable and information available at that time.
  • 3.
    Executive summary A member of the G-20, Turkey Indeed, the economy remains • he Turkish legal framework T was the world’s 16th largest vigorous. Inflation is currently offers a level playing field to economy in 2010. Powered in single figures and public foreign investors and domestic by private consumption debt is below 50%, although companies. Foreign ownership and supported by robust challenges remain in the is unrestricted, with no pre- macroeconomic policy form of Turkey’s sizeable entry screening requirements. framework, the Turkish economy current account deficit has expanded substantially over and geographic inequality • oreign investors may freely F the past decade. The country in wealth distribution. start up businesses in saw a 187% increase in GDP company, branch office between 2002 and 2007, Many economists forecast or liaison office forms. while annual average economic that over the next decade growth over the same period Turkey’s growth will match • ssues such as transfer pricing I was 7%. or exceed that of any country and thin capitalisation are except China and India. formally regulated and classified Increasing stability, thanks to Others predict it could in line with Organisation for restructuring of the banking become the world’s tenth Economic Co-operation and sector and enforcement of tight biggest economy by 2050. Development (OECD) guidelines fiscal policy in the wake of and worldwide applications, the 2001 crisis, as well as the These factors, together allowing international businesses public administration reform, with Turkey’s advantageous to comply with the local policies the EU accession process (in geographical position, young, with a relative ease. addition to the customs union rapidly growing population with the EU) and attractive tax and ever-increasingly qualified • urkey has signed a Customs T regimes, have made Turkey a workforce, mean it is likely Union Agreement with the magnet for foreign investment in to remain an attractive target EU and customs practices recent years. The global financial for investment well into are in line with World Trade crisis did impact investment the future. Its key sectors Organization member countries. inflows in 2009 but, GDP growth (including construction, rebounded in 2010, reaching a automotive, energy and record high of 8.9%. utilities, transportation and logistics, healthcare and banking) are therefore likely to continue to grow. Other factors attracting investors to Turkey can be summarised as follows: 4
  • 4.
    Foreword With its population of 74 m, local know-how, make us Martin Spurling Turkey is the 16th largest very well suited to provide Chief Executive Officer economy in the world in terms the unique set of services HSBC Turkey of GDP size and the population required by our customers. of Istanbul alone is larger The wide global reach of HSBC than that of 19 EU countries. supports the demands of an More than half of the Turkish increasingly inter-linked world, population are below the age including those related to of 28 and the country has Turkey’s strategic location the fourth largest number of in major energy corridors Facebook users in the world, between the East and West. highlighting a favourable demographic profile and unique In 2010 we celebrated our growth potential. This young 20th anniversary in Turkey and population is one of the in this time we have built a very principle reasons behind the successful bank with a network fast growth of the Turkish of 334 branches in 62 cities economy over the past decade. that serve over 3 m customers. Turkey’s GDP growth in 2010 Our 20th year in Turkey outpaced the US and all of was marked with awards the EU, putting it alongside for the ‘Best Debt House in the world’s fastest growing Turkey’ and ‘Best Corporate emerging economies. FDI Internet Banking in Turkey’ inflows to the country remain from Euromoney and Global high, reaching US$8.9 bn Finance respectively, further in 2010. demonstrating the success of our business. In the aftermath of the global crisis, the importance of In order to provide the best emerging market economies service to our customers has been emphasised and and business partners, growth levels in these HSBC, in collaboration with economies are likely to PricewaterhouseCoopers, outpace those of the has produced the Doing developed world for the business in Turkey guide foreseeable future. At HSBC, to help you gain valuable insight we are very well positioned about the Turkish market and to the sustained growth the wide range of financial and emergence of the services and investment Turkish economy. opportunities that exist. HSBC’s global footprint On behalf of HSBC, I would like extends to 87 countries and to take this opportunity to wish territories around the world and you success in your businesses this global connectivity, coupled in Turkey and beyond. with our talented team and 6
  • 5.
    Introduction Doing business in Turkey Driven by private consumption Foreign Direct Investment Key attractions of Turkey benefit from R&D support affected by the ongoing global and supported by a stable (FDI) inflows to Turkey and market research with credit turmoil (i.e. increasing macroeconomic policy declined in 2009 from a high • urkey is located at a close T the aim of encouraging CPI due to rising oil and food framework, the Turkish of US$22 bn in 2007. FDI proximity to Europe (two-three exports and increasing the prices). During the peak of the economy has grown remained low in 2010 at hours’ flight to major European competitiveness of firms global crisis in 2009, the Turkish significantly since the country US$8.9 bn, although this destinations), the Middle East in international markets. Central Bank’s prime lending emerged from the 2001 was sufficient for Turkey and the Caucasus. Turkey rate was as high as 16.75%, financial crisis. Between to be ranked 15th globally. benefits from its location as • he Turkish government T compared with 6.25% in 2002 and 2008, Turkey’s GDP a bridge between Europe and has also introduced flexible July 2010. experienced an annual average Since the 2001 crisis the Asia. It also acts as an energy exchange rate policies and growth of 5.8%, versus 1.8% economy has been buoyant. corridor connecting these liberal import regulations in • here is a split between the T in the EU. Due to global turmoil It remains two notches below two continents. order to promote and sustain east and the west of the in 2009, Turkey’s GDP declined investment-grade credit rating foreign investment. country; economic development, to US$614 bn, but rebounded but inflation is in single figures • urkey entered a customs T investment opportunities, in 2010, reaching US$729 bn and the economic outlook is union with the EU in 1996 • n recent years, Turkish banks I infrastructure and skilled staff and making Turkey the 16th promising. Public debt is below and has been an EU accession have taken an increasingly are concentrated in the west. largest economy in the world. 50%. Turkey is knocking on candidate since 2005. This large role in financing project the door of the BRICs club of has resulted in the expansion finance deals, benefiting in • lthough Turkey is moving A Restructuring of the banking emerging giants and today it of trade relations with Europe, many cases from increasingly towards adopting International sector, monetary discipline is perceived as ‘Europe’s BRIC’ which now accounts for 44% liquid balance sheets. Financial Reporting Standards based on independence or ‘the China of Europe’. Some of Turkey’s foreign trade. (IFRS), this is still a work of the Central Bank and a economists suggest that over • he Turkish legal framework T in progress. In practice, floating exchange rate regime, the next decade, Turkey’s • urkey offers an accessible, T offers a level playing field to accounting standards vary tight fiscal policy, public growth will match or exceed skilled and cost-effective foreign investors and domestic from company to company. administration reform, and that of any country except workforce, providing the fourth companies. Foreign ownership the EU accession process with China and India. Others predict largest labour force amongst is unrestricted, with no pre- • urkey suffers from rising T reform packages enacted by it could become the world’s EU members and accession entry screening requirements. energy prices. Up to 90% of its the Parliament all contributed 10th biggest economy by 2050. countries. It boasts a large oil and 97% of its gas resources to the transformation of the population of over 74 m people, • new commercial code nr. A are imported from Russia and country after the 2001 crisis. with an average age of 29, over a 6102 is currently published the Middle East. decade lower than the EU figure. in the Official Gazette on 14 February 2011. The Code • he country’s current account T • he Turkish government T aims to integrate the local deficit is large. In recent years it provides various tax and applications with EU law, has been comfortably financed non-tax incentives to foreign improve transparency, protect by foreign direct investment, investors, in line with those minority rights and strengthen but long term this could lead provided to domestic corporate governance (as it has in the past) to inflation companies. These include principles. The new Turkish and currency instability. customs and VAT exemptions Commercial Code comes into on various imported or locally effect from 1 July 2012. • n spite of interest rates I delivered goods, including swiftly shrinking down to machinery and equipment, Challenges are important record low levels, they are as well as priority regions still high in comparison to offering incentives such as • hile Turkey did not have a W most European countries. free land and energy support. subprime mortgage issue, like Investors are also able to other emerging markets, it was 8
  • 6.
    Key industries inTurkey export volume in 2010. There • etween 2002 and 2008, B vehicles produced in Turkey are annual rate of 6.0% between • L interest rates have T are more than 35,000 textile the Turkish construction passenger cars. Passenger cars 2009 and 2023. Therefore, decreased consistently since • ravel and tourism is one T and clothing companies in sector experienced a significant and trucks account for more the government is looking for September 2008 due to a of Turkey’s most dynamic Turkey and the country is compound annual real growth than 90% of the total number investment in this industry. The series of rate cuts by the industries. This industry a major player in the world of 6.3%, higher than Turkey’s of vehicles produced. Turkey total amount of investments to Central Bank (CBT). As a result defied the economic crisis in clothing industry. The Turkish GDP growth in the same anticipates becoming the third be made to meet the energy of the macro uncertainties and 2009, and is booming in 2010, clothing industry is the second- period. In 2010 expenditure largest producer of motor demand in Turkey until 2023 is increasing credit risk after the largely on the back of the Arab largest supplier to the EU. It in the construction sector vehicles in Europe by 2015. estimated at around US$130 bn. credit crisis, banks are reluctant Spring, with Turkey benefiting has a share of 4.6% in global increased by 17.1%, with to reflect the CBT’s rate cuts from decreased tourism to its woven clothing exports and respect to the same term in • t present, Turkey’s energy A • ince transportation and S to their loan rates as fast as Middle Eastern neighbours. ranks in the top five exporting the previous year. Key drivers and utilities sector is attracting logistics is one of the main the decrease in the cost of Tourist numbers in the first five countries worldwide. The include increased housing significant interest from pillars of both national and deposits. Given the maturity months of 2010 were already Turkish textile and clothing needs, eased housing credits foreign investors, following the international trade, the Turkish mismatch on bank’s balance up 14.56% over January-May industry is competitive on a allowing people to upgrade split of Turkey’s main energy government is making ongoing sheets with deposits having 2010. The depreciation of the global scale thanks to its high their homes, an increase in the provider into many regional investments to create a new one and half month maturity Turkish lira (TL) against the quality and wide product range. number of large-scale Turkish companies. The government infrastructure. According to versus an average of one year US dollar, as well as generally contracting firms, and the has been privatising these ‘Strategic Plan 2009-2013’ asset duration, the decline in competitive prices, made • ince the start of the new S growth of the building materials companies, providing significant by the Ministry of Transportation, interest rates helped to improve Turkey a favourable destination millennium, in particular, sector. Turkey is currently opportunity for investment, highways are given the utmost the Bank’s net interest margin for foreign tourists. Turkey Turkey has attracted foreign a market leader in terms of however, there is some public importance and will be subject in the past 2 years. Strong was visited by 27.3 m and direct investment. This positive cement exports and is in strict opposition. The government to an important amount asset structure and high CAR 28.5 m tourists in 2009 and economic development was competition with Egypt to be plans to complete the sell off of of investment. (Capital Adequacy Ratio) due 2010, respectively. With this felt more intensely in certain the ruling cement producer of distribution companies by the to the close monitoring of the number of tourists, Turkey industries – retail in particular. the whole Mediterranean basin. end of 2010. It should be noted • espite the uncertainties D requlatory bodies, resulted was ranked the seventh The Turkish retail industry still Turkey’s crude steel production that the share of private sector caused by its being in a in Turkey’s banks being in a most-visited country in the featured a traditional structure in 2010 reached 29.1 m tonnes, interest in electricity distribution transition period, the Turkish secure position in the financial world. However, while tourist until the beginning of the a growth of 15.2% over the was only 20.1% in 2008. healthcare sector offers great crisis. Soundness of the Turkish numbers continue to increase, 2000s; its modernisation previous year. Accordingly, Additionally, Turkey wants to opportunities for the private economy and the finance revenue has shrunk, dropping period then began and gained Turkey is ranked tenth generate 5% of its electricity sector, which is forecast to sector has been proved during from US$21.3 bn in 2009 momentum, with a tremendous worldwide for unprocessed from nuclear energy by 2020 be a significant contributor of the financial crisis, and the to US$20.8 bn in 2010. The positive effect on the national steel production. while the share of renewable growth going forward. A total financial sector has acted as the tourism sector aims to reach economy. According to Planet energy by 2023 is targeted at of 13 significant deals took growth engine of the economy. the top five countries in the Retail’s report, consumer • he automotive industry is very T 20%. Currently, hydropower place between 2007 and 2009 world in terms of both tourist expenditure in Turkey is important. At present, Turkey is accounts for approximately in the healthcare industry, • n the back of the recovery O numbers and tourism revenue expected to rise to 948 bn the largest producer of buses one-third of the electricity with a total announced deal in economic activity in 2010, by 2023. Turkish lira in 2013. Retail sales, in Europe. It is also responsible generated in Turkey. The value exceeding US$850 m. inflation has increased and is which stood at 23 bn Turkish for more than 7% of Europe’s country is heavily reliant on Financial and strategic forecast to be 6.9% at year-end • extiles and clothing is one of T lira in 1998, grew to 128 bn motor vehicle production. imported fuel supplies for the investors search for investment 2011, above the target of 5.5%. the most important industries Turkish lira in 2003, 329 bn Turkey’s automotive exports remainder of its power needs. opportunities in the Turkish The CBT has decreased of the Turkish economy and Turkish lira in 2008, and 317 grew by 20% in 2010, reaching healthcare market due to one-week repo rate (the policy the country’s foreign trade. bn Turkish lira in 2009. In line US$15.9 bn. The total number • he Turkish Electricity T growth prospects and the rate) to a rare low of 6.25% in These industries have an annual with rising GDP, retail sales of vehicles produced was in Transmission Company growing number of people who June 2011. production value of US$14.6 bn are expected to reach 448 bn the region of 1.094 million in estimates that Turkey’s demand can afford private healthcare. and had a 13% share in total Turkish lira in 2013. 2010. More than half of the for electricity will increase at an 10
  • 7.
    • dditionally, the fact that A enhance financial stability, Incentives for non-tax incentive. The principal maturities of liabilities are it will be useful to differentiate Foreign Investors prerequisite for benefiting shorter than those of assets the required reserve ratios from state aids is to obtain an in the Turkish banking sector for different maturities of TL The Turkish government Investment Incentive Certificate exposes the sector to liquidity deposits in order to encourage provides investment incentives (IIC) which is granted to and interest rate risk, which longer-term funding and to – so-called State Aid – in order investors for their investments increases the sensitivity of widen the scope of the to eliminate inter-regional by the Undersecretariat for the banking system to shocks. reserve requirements. economic imbalances, to the Treasury. In this regard, starting from facilitate a larger capital the year 2011, the Turkish • he main challenge for the T contribution by the public and Turkish investment incentive lira required reserve ratio, Turkish Banking Sector is foreign investors to the capital legislation is formed of three which is currently at 6%, is the decreasing interest build-up of the country and also separate types of incentives: differentiated according to the margins due to the rate to support activities that have a maturity structure of deposits cuts by CBT. In a low interest positive effect on employment. 1. General investment and set as higher for short-term rate environment, banks focus The investment incentives incentive regime. maturities and lower for on commission generation. scheme is continuously 2. Incentives for large-scale long-term maturities. Volume growth, expanding being amended to encourage investments. insurance and asset investments in manufacturing 3. Region and sector-based • n this respect, a lower interest I management businesses, and services, the energy sector incentives. rate, combined with higher and the introduction of new and exports. Local and foreign required reserve ratios would financial instruments will be investors have equal access to The graph opposite illustrates serve as a more effective the main trends in this investment incentives. Generally the FDI net inflows of Turkey policy mix. Moreover, with environment in the year 2011. speaking, state aid can be according to the World Bank: regard to policy measures to classified as either a tax or a FDI net inflows of Turkey 25,000,000,000 20,000,000,000 15,000,000,000 10,000,000,000 5,000,000,000 0 1970 1972 1974 1976 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 12
  • 8.
    Conducting business inTurkey Forms of business The Turkish legal framework It should be noted that the Company offers a level playing field to Turkish Parliament has approved foreign investors and domestic the New Turkish Commercial A company is an incorporated companies. Foreign ownership Code (the ‘New TCC’), on entity with a legal status is unrestricted, with no pre- 13/01/2011 and it has been separate and distinct from entry screening requirements. published in the Official Gazette its owners that allows it to sue Since 2003, foreign investment on 14 February 2011. The New and be sued in its own name. has been regulated in a more TCC has introduced various The TCC provides several liberalised manner under different provisions and new company structures in Turkey: Foreign Direct Investment Law legal concepts to the existing joint stock companies, limited No.4875. Under this law foreign legislation. Although the New liability companies, collective investors may freely start up TCC is to be entered into force companies, partnerships limited businesses in company, branch as of 12/07/2012, the significant by shares and cooperative office or liaison office forms. changes introduced by this code associations. The legal Law No. 4875 has significantly in term of business formation differences between those simplified the establishment structures have been pointed company structures mainly process for all business forms. out in this section. concern the allocation of The incorporation process of liability and the legal form these types of companies is a Business Formation of the entity. However, largely simple procedure and normally Structures due to the favourable position does not take more than concerning the liabilities borne four weeks. Foreign investors that need by shareholders, joint stock to have a physical presence companies and limited liability Companies established by in Turkey may choose between companies are the corporate foreign shareholders are a company, branch and liaison structures in Turkey most entitled to all the rights available office at the formation stage. commonly chosen by foreign to Turkish companies under investors, along with the other the Turkish Commercial Code business setup forms of branch (TCC). However, commercial offices and liaison offices. activities and/or ratio of foreign shareholding of such Two types of companies, companies, particularly those namely joint stock companies operating in the civil aviation, (JSC) and limited liability maritime transport, media, companies (LLC), are those etc. sectors are currently in which shareholders are restricted and acquisition not liable for the debts of ownership and/or limited of the company in terms real rights on real estate by of their personal assets. referred companies are subject There are some basic to pre-evaluation by the differences between these relevant authorities. two types of companies. 14
  • 9.
    Setting up abusiness An LLC can be incorporated it also includes the audit of Branch Liaison Office Liaison offices are granted Registration Formalities by at least two individuals or groups of companies. Moreover, operation permits of three corporations and the number an unaudited financial A branch is a legal entity A liaison office, often also years at most. For extensions, Company of the shareholders cannot statement shall be legally null registered with the Trade called ‘representative office’, successive extensions of a In order to establish either exceed 50, while a JSC can and void as per the New TCC. Registry and represented is primarily established to maximum of three years each a JSC or LLC, all documentation be incorporated by at least by a representative/branch provide preparatory and may be granted by taking into regarding the incorporation shall five individuals or corporations. There is a legal provision manager. Even though a branch auxiliary services. (i.e. gathering consideration the activities be notarised and translated A JSC can issue debentures, regarding the collection of has separate capital, which information on the Turkish of previous years and plans into Turkish, the incorporation while a LLC is prohibited from public receivables stating that is allocated by the head office, economy, customers, suppliers and objectives for the future. shall be registered before the doing so. A JSC can go public if such receivables pertaining it may not have a separate and competitors); performing Liaison offices of banks are Trade Registry corresponding while a LLC cannot offer its to the last five years cannot articles of association and surveys on markets and regulated by the Banking to the company’s headquarters shares to the public. A statutory be collected from LLCs, such consequently must act within the activities of distributors, Regulation and Supervision and registered before the auditor is required for a LLC, receivables can be collected the same field of activity agents or licensees; following Agency (BRSA) and are subject corresponding Tax Office only if and when it has more from the personal property as that of its head office. developments and changes to special rules and reporting in order to obtain a tax than 20 partners, while it is of its shareholders in the Even though the branch is in the local regulations and requirements determined number and therefore enable required for a JSC regardless ratio of their share, whereas dependent on its head office (if necessary) lobbying; by BRSA. the company to conduct of number of shareholders. shareholders of JSCs do not in internal relations, it may surveying the possibility commercial activities. The have any personal liability act independently and trade of establishing a branch Foreign Investment Directorate According to the New TCC, against debts of their in its own account in external or incorporation in Turkey, (FID) shall be notified with on the other hand, both JSCs companies. relations. It is considered to providing information relating respect to the establishment and LLCs can be incorporated have separate tax personality to the activities of the head of the company. The minimum by one individual or corporation. It has been observed that, than that of its head office. office and representing its capital requirement for an Furthermore, The New TCC in some cases, having the products to suppliers or LLC is TRY5,000 while a offers a fundamental system form of a JSC may have A branch should be represented customers as long as this does JSC shall be established with change with a reformist advantages when compared by a representative/branch not constitute active solicitation, minimum capital of TRY50,000. understanding and a to a LLC from the commercial manager with full authority, etc. for its head office. It is Special rules apply for certain contemporary evolution in practice perspective. Financial who is residing in Turkey. prohibited from carrying out fields of business (e.g. the auditing of JSCs and LLCs. institutions usually find the To this end, either a Turkish any kind of ‘commercial banks, brokerage, portfolio JSC structure more reliable citizen or a foreigner who has activities’ in Turkey. management, insurance In this sense, instead of a and prestigious when they work and residence permits leasing, financing, asset statutory auditing mechanism, are acting as creditors. may be appointed branch Liaison offices may not act for management companies, etc.). independent auditing has been Furthermore, in certain tenders, representative. However, the profit, although they are entitled established by the New TCC. formation in the form of JSC representatives of legal entity to employ liaison officers and The New TCC introduces In other words, JSCs and might be required in order to licensees having full authority rent office accommodation, additional procedures for LLCs are vested with the qualify as a bidder. Moreover, to manage and represent their activities are curtailed company establishment obligation for their financial in certain fields of business the entity have to be Turkish with certain limits. A liaison, procedures. In this respect, statements to be audited (e.g. finance) it is obligatory citizens. Every branch shall office cannot issue any invoices a JSC or LLC shall be deemed by independent audit firms to use the JSC type. use the parent company name and cannot negotiate contracts as established when the pursuant to International and by indicating that it is a branch. with potential customers articles of association are Turkish Accounting Standards. The branch model is more in a binding manner on notarised. However, a JSC It should be noted that audit frequently used, especially in behalf of its head office. As or LLC shall have a legal under the New TCC’s system, banking, and in certain fields such, they are deemed as personality upon the registration as opposed to the current TCC, of business (e.g. brokerage, commercial activities and/or formalities realised before is not limited to the audit of a portfolio management, etc.) a materially internal element the Trade Registry. single capital stock company; it is not allowed. of a commercial activity. 16
  • 10.
    At this point,the New TCC shall be made with the Trade Ongoing filing requirements Repatriation of Profit In LLCs, the shareholders Branch and Liaison Office regulates that the founders Registry, where the branch are liable for public debts. of a JSC or a LLC shall prepare office is located and the tax Branches shall submit to There is no restriction on A non-shareholder director The rights and liabilities arising a ‘Founders’ Declaration’ in office, as well. Furthermore, the FID the information an Turkish subsidiaries repatriating of a LLC is not personally out of the activities of a branch which they should declare the the FID shall be notified with their capital and operations, profits, except for certain legal liable unless the public debt office/liaison office belong to resources of company’s capital, respect to the establishment in accordance with the ‘FDI reserve requirements and taxes. occurs due to his fault. In the parent company. In general, the reasons for such capital of the branch office, within Operations Data Form’, on an A branch may also repatriate JSCs the members of the the parent company will be resource subscriptions, material a certain period. There is no annual basis, at the latest by the profits to the parent BoD have the objective liable towards third parties undertakings given by the minimum capital requirement the end of May every year and company, subject to taxation. liability for public debts for the transactions realised company and benefits granted for branches. In practice, head information on the payments which means that it is their by the branch/liaison office to founders. In addition to this offices allocate a minimum of made to their equity accounts, Liability obligation to prove that they in Turkey. In principle, in case declaration, an audit report to US$1,000 as the branch capital. in accordance with the ‘FDI are not faulty or negligent, as the branch/liaison office be issued by an auditor should Special rules apply for certain Capital Data Form’, within one Company well as that the public debts representative misuses his/ be provided by the founders fields of business (e.g. banks). month following the payment. The directors of a LLC and did not occur due to their her authorities, the parent before the Trade Registry the members of the Board intentional fault or negligence company would be responsible concerning the establishment Liaison Office According to the New TCC, of Directors (BoD) of a JSC (causality). This responsibility towards a bona fide third party. procedure. For medium- and the branch manager of a are not personally liable for of the members of the BoD In case of tort, the branch/liaison small-sized JSCs that are not In order to realise the liaison foreign entity shall announce the transactions and contracts is considered as a secondary office representative would be publicly held, this report may office establishment, an in the Turkish Trade Registry concluded on behalf of the responsibility which means personally liable to third parties. be issued by one sworn auditor application shall be made Gazette the branch’s financial company. They shall be, that the government should or certified public accountant. to the FID. The establishment statements, summaries of however, jointly and severally demand its receivables from permit can be granted for the financial statements and liable towards the company, the company first. If they According to the New TCC, up to a period of three years annual reports belonging to shareholders and the creditors cannot collect its receivables the minimum capital and can be extended at the its parent company and the of the company if the payments from the company, then requirement for JSCs is expiration. However, the FID holding company (if any), within made by shareholders on the government would regulated as TRY50,000. has the right to terminate the 6 months as of the relevant account of the price of shares have the right to demand Furthermore, since the New establishment permit of the approvals required as per the are not exact or, the dividends its receivables from the TCC enables the non-publicly liaison office whenever any national law applicable to the distributed and paid are members of the BoD. If the held JSCs to have registered kind of breach of the legislation parent company are obtained. fictitious or, the books to be members of the BoD pay the capital system, the initial capital is ascertained. Applications kept in accordance with the receivables, although they are requirement for such JSCs of foreign companies to Liaison offices shall send the law are non-existent or kept not responsible for the public is accepted as TRY100,000. establish liaison offices, so as ‘Data Form for Liaison Office irregularly or, the resolutions debts, then they have the Finally, the minimum capital to operate in sectors subject Activities’ to the FID every of the general meeting are not right of recourse against requirement for LLCs is to special legislation, will be year, at the latest by the end executed properly or, the other the company. TRY10,000 as per the assessed by authorities and of May, so as to inform the duties incumbent on them New TCC. institutions authorised by the FID about their activities of in accordance with the law Although the circumstances related special legislation. previous years. Documents or the articles of association leading to liability for a BoD Branch For instance, BRSA rules certifying that the previous are not fulfilled intentionally member or a LLC director apply for banks which set forth year’s expenses of the office or through neglect. are almost the same under In order to set up a branch certain approval requirements have been covered by foreign the New TCC, the several of a foreign company in Turkey, at the establishment stage. currency transferred from liability of such persons are the approval of the Ministry After the completion of the abroad, have to be enclosed abolished and BoD members of Industry of Commerce of establishment procedure, an as well. Special filing and LLC partners are to be the Republic of Turkey (‘the application shall be made to the requirements apply for banks. liable in proportion of their Ministry’) has to be obtained. relevant tax office. There is no fault or negligence. Afterwards a registration foreign capital requirement in 18 establishing a liaison office.
  • 11.
    Taxation in Turkey Corporation Income Tax Corporate Income Tax headquarters of a company The last date of submission of • econd-level legal reserves S • revious years’ losses, provided P are located outside Turkey, the corporate income tax return The second-level reserves that they have not been carried Corporate income, as adjusted the company is regarded as a is the 25th of the fourth month correspond to 10% of profits forward for more than five for exemptions and deductions non-resident entity. If either of following the fiscal year end. actually distributed after the years (on the condition that and including prior year losses them is located within Turkey, The advance tax return should deduction of the first-level legal loss corresponding to each year (tax losses may be carried the company is regarded as be submitted at the latest by reserves and the minimum is specified in the corporate forward for five years but a resident entity. Resident the 14th of the second month obligatory dividend pay-out income tax return); losses may not be carried entities are subject to tax following the quarter period. (5% of the paid-up capital). back) is subject to corporate on their worldwide income, Second-level legal reserves • ll of the donations made for A income tax at a rate of 20%, whereas non-resident entities Payment of Tax amount to approximately 1/11th construction of dormitories, irrespective of the legal form are taxed solely on the income of the profit to be distributed. nursery schools, rest homes (i.e. JSC, LLC, branch office). derived from activities Corporate income tax must There is no ceiling for second and rehabilitation centres, in Turkey. be paid by 30 April of the year legal reserves and they are subject to certain conditions; Dividend distributions to of filing; taxable income is accumulated every year. individual and non-resident Advance Corporate declared on a quarterly basis • osses incurred in foreign L corporate shareholders are Income Tax as advance tax on the 14th of According to the Turkish jurisdictions (subject to subject to withholding tax the second month following Commercial Code, if the legal certain conditions); (WHT) at a rate of 15%. Corporations are required to each quarter, and is payable on reserves exceed 50% of the This rate may be reduced for pay advance corporate income the 17th of the same period. paid-up capital, they shall be • epreciation of fixed assets; D foreign shareholders if a tax tax based on their quarterly Advance corporate tax paid used to cover losses, maintain treaty is present. Please note profits at the rate of 20%. is offset against the final business activities in the case • epreciation and expenses D that dividend distributions to Advance corporate income corporate tax calculated in the of poor business conditions, of company cars provided to resident entities and branches taxes paid during the tax year annual tax return. prevent unemployment or employees (Please note that of non-resident entities are not are offset against the ultimate offset the negative effects company cars are not subject subject to dividend WHT. For corporate income tax liability Legal Reserves of unemployment. to income tax as they are non-resident entities operating of the company, which is classified as fringe benefits in Turkey (i.e. branches, determined in the related year’s Under the Turkish Commercial Calculation of Corporate to employees); other type of permanent corporate income tax return. Code, Turkish companies are Income Tax Base establishments such as The balance of advance tax can required to set aside first and • ocial security contributions; S permanent representatives/ be refunded or used to offset second level legal reserves out eductible expenses D agents) WHT will only be other tax liabilities. of their profits. Please note that In principle, general expenses • ompensation paid or losses C applicable on the portion of the a branch is not subject to the incurred for the generation and incurred in line with contracts profit that is transferred to the Tax Returns legal reserve requirements. maintenance of commercial or court rulings, provided that headquarters/principal, in other income are allowed as they are related to the words repatriated from Turkey. Resident and non-resident • irst-level legal reserves F deductions for corporate business; and The rate of WHT is 15% but entities having a permanent Joint stock and limited income tax purposes. can be reduced by a tax treaty. establishment in Turkey are companies are required to set • ravel and accommodation T obliged to file annual corporate aside 5% of their net profits Deductible expenses, inter alia, expenses related to, and Corporate Residence income tax and quarterly each year as a first-level legal include the following: commensurate with, the advance corporate income tax reserve. The ceiling on the first- volume of business. According to Turkish tax returns (on a calendar year level legal reserves is 20% of • tart-up costs (these costs S legislation, corporate income basis unless permission to the the paid-up capital. The reserve are to be either expensed or taxation differs significantly contrary is specifically obtained requirement ends when the capitalised at the discretion based on the taxpayer’s from the Ministry of Finance). 20% of paid-up capital level of the taxpayer); place of residence. If both has been reached. the legal and the business 20
  • 12.
    Non-deductible expenses • he portion of expenses T line method. However, the In addition to the interest paid Anti-Tax Haven Provisions in the capital or dividends or In general, non-deductible items incurred that is considered maximum applicable rate for or accrued, foreign exchange voting rights are considered are limited to those types of being in violation of transfer declining-balance method is losses and other similar All sorts of payments made to be CFCs, provided that the expenditures that either cannot pricing regulations; and 50%. On the other hand the expenses calculated over to corporations (including conditions below are fulfilled: be properly documented or declining balance method the loans that are considered branches of resident that are regarded as abuses in • he portion of expenses T cannot be used for some as thin capital are treated as corporations) that are • 5% or more of the gross 2 respect to ‘business-related’ incurred that is considered items. For example, goodwill is non-deductible for corporate established or operational in revenue of the foreign or ‘business-promoting’ criteria being in violation of thin depreciated within five years in income tax purposes. The countries which are regarded subsidiary must be composed (e.g., excessive entertainment, capitalisation rules. equal instalments and leasehold interest paid or accrued and by the Turkish Council of of passive income; representation and travel improvements are depreciated similar payments on thin capital Ministers to undermine fair expenses). Needless to say, Depreciation methods over the rental period at a are reclassified at the end tax competition due to tax • he CFC must be subject to an T disallowable expenses increase flat rate. of the relevant fiscal year as and other practices, may be effective income tax rate lower the corporate income tax Fixed assets acquired after dividend distributed from the subject to taxation in Turkey than 10% for its commercial burden of companies since such 1 January 2004, are subject to Related-party Transactions perspective of the borrower at a rate of 30% irrespective profit in its home country; and expenses are not eligible for depreciation over rates to be and as dividend received from of whether the payments in deduction from the corporate determined by the Ministry of In principle, transactions the perspective of the lender, question are subject to tax or • ross revenue of the CFC G income tax base. Disallowable Finance, based on their useful between related parties must and as repatriated profit for not, or the corporation receiving must exceed the equivalent expenses, inter alia, can be life. Note that rates announced be carried out on an arm’s non-resident taxpayers. the payment is a taxpayer or of TRY100,000 in a foreign listed as follows: differ from 2% to 33%. Fixed length basis. There are specific not. However, there are certain currency in the related period. assets acquired before rules in this respect in Turkish • Transfer Pricing exemptions. Moreover, as • nterests, foreign exchange I 1 January 2004 are depreciated tax legislation, as explained in Corporate income tax law of today, the Turkish Council The CFC’s prorated profit losses and other financial under the previous rules, in detailed below. includes transfer pricing of Ministers has not yet would be included in the expenses on capital and on loans which the maximum rate regulations which are adopted determined which countries corporate income tax base that are regarded as thin capital; applicable was 20% per year. • hin Capitalisation T from the OECD’s guidelines. receiving payments shall be of the controlling resident According to the thin If a taxpayer enters into considered as ‘tax havens’. corporation at the rate of the • ines and penalties and other F Depreciation may be calculated capitalisation regulation, transactions regarding the shares controlled, irrespective indemnities arising from the by applying either the straight- if the ratio of the borrowings sale or purchase of goods and Treatment of Group of whether it is distributed or breach of the tax laws; line or declining-balance from shareholders or from services with related parties, Companies’ Entities not, in the fiscal period covering method, at the discretion of the persons related to the in which prices are not set in the month of closing of the • egal reserves; L taxpayer. All tangibles, except shareholders exceeds three accordance with the arm’s Consolidation of the accounts according of CFC. for land, and intangible assets times the shareholders’ equity length principle, the related of group companies’ entities • onations to foundations D are depreciable over a minimum of the borrower company at profits are considered to be for tax purposes is not allowed The Control rate is considered (that are granted a tax of five years. Under the previous any time within the relevant distributed in a disguised in Turkey, since each company as the highest rate owned in exemption by the Council of rules, buildings were an year, the exceeding portion manner through transfer entity is regarded as a separate the related fiscal period. Ministers) or to government exception and were depreciated of the borrowing will be pricing. Such disguised profit taxpayer unit for tax purposes institutions exceeding 5% at a rate of between 2% and considered as thin capital. distributions through transfer in Turkey. The CFC’s profit that has of corporate profit; 10% per year, over a minimum Excluding loans received pricing are not accepted as tax- already been taxed in Turkey of ten or fifty years, depending from credit institutions that deductible for corporate income Controlled Foreign as per this article will not be • xpenses recorded through E on the type of building. provide loans only to their tax purposes. The methods Corporation Rules subject to additional tax in severance pay provisions related companies, the loans prescribed in the law are the Turkey in the event of dividend (Severance pay shall be Generally, assets are considered received from related banks traditional transaction methods Corporations established distribution; whereas the accepted as tax deductible to be placed in service when and similar institutions alone described in the OECD’s abroad and controlled directly portion of the profit distributed only when actual payments they are capitalised and ready will not be considered thin transfer pricing guidelines. or indirectly 50% or more by that had not been previously are made to employees); for use. The applicable rate capital until the amount of the tax-resident companies and taxed in Turkey will be subject for declining-balance method borrowing exceeds 6 times real persons by means of to taxation. is twice the rate of straight- the shareholders’ equity. separate or joint participation 22
  • 13.
    Taxes that theCFC pays over international Turkish holding to obtain an IIC, the minimum In general, activities such development (R&D) activities expenditure on failed projects its profit in the related foreign company can also be exempted amount of total investment as manufacturing, storage, in Turkey. The three primary can be expensed immediately. country will be offset from the from corporate income tax should be at least TRY1,000,000. packing, general trading, R&D incentives include tax calculated for the same exemption, but subject (For the investments in some banking, and insurance and significant advantages granted Companies with separate R&D income in Turkey. to certain pre-conditions. less developed areas minimum trade, may be performed in to investors planning R&D centres employing more than amount of total investment Turkish free trade zones. activities in science, software 500 R&D personnel can, in Tax incentives Investment incentives should be at least TRY 500,000.) Goods moving between and technology in special addition to the aforementioned Turkey and the zones are zones known as ‘techno- deduction, deduct half of any The major corporate income The Turkish government The advantages of an IIC can treated, for all purposes, as parks’, cash subsidies from increase in R&D expenditures tax incentives available are provides investment incentives be summarised as exemption exports or imports. However, the Scientific and Technological over similar money spent in the as follows: (state aids) to eliminate inter- from customs duty, RUSF operations within the zones Research Council of Turkey previous period. regional economic imbalance, and VAT. are subject to the supervision (TÜB TAK) and corporate tax • articipation exemption P facilitate a larger capital of the zone management (and deductions. In April 2008, a Any unutilised R&D deduction for dividends contribution by public and On the other hand, from an customs authorities), to whom new R&D law was enacted can be carried forward for There is an unconditional foreign investors to the capital income tax perspective, the regular activity reports must to broaden incentives. One an unlimited period of time, corporate tax and dividend build-up of the country and legislation related to investment be submitted. Consequently, of the objectives of the law indexed to the revaluation rate, WHT exemption for dividend support activities that have a incentives has changed there is a requirement for is to attract foreign investors which is an approximation of income that the Turkish resident positive effect on employment. substantially. zone users to maintain full with significant R&D activities the inflation rate. company and/or Turkish Generally speaking, state aid accounting records (in Turkish) abroad to invest in Turkey, permanent establishment of can be classified as either a There are six main with respect to their activities. by enabling non-resident Income tax exemption a foreign company receives tax or a non-tax incentive. components of the new These accounting requirements companies with a subsidiary from another Turkish resident investment regulation: extend to inventory records. or branch in Turkey to benefit 80% of the salary income company, except investment The principal prerequisite Customs duty is levied on any from R&D tax incentives. of eligible R&D and support funds and companies. If for benefiting from state 1. Reduced corporate tax rate. unexplained inventory losses The main incentives introduced personnel is exempt from a Turkish company has a aid, except the investment 2. VAT exemption. as though the goods had been by the new R&D law were: income tax. However, this shareholding in a foreign allowance, is to obtain an 3. Exemption for social imported into the country. rate is increased to 90% company, dividend income can Investment Incentive security premium R&D deduction for personnel with a be exempted from corporate Certificate (IIC). The IIC (employer’s portion). The right to operate in a doctorate degree. income tax but subject to is a document granted to 4. Customs duty exemption. free zone is conferred by an All eligible innovation and certain pre-conditions. investors for their investments 5. Interest support. operating licence obtained R&D expenditures made in Social security premium support by the Undersecretariat for 6. Allocation of land for from the Undersecretariat for technology centres or R&D • apital gains exemption C the Treasury. It allows utilisation investments. Foreign Trade, which reviews centres, which must employ The Ministry of Finance will A corporate tax exemption is of the said benefits. The import the application for conformity at least 50 full-time equivalent pay half the employer portion applicable for 75% capital gains of machinery and equipment Free trade zone with the objectives and R&D personnel, or R&D and of social security premiums generated from the sale of (excluding raw materials, types of activity specified innovation projects supported for R&D and support personnel participation shares in a Turkish intermediate and operating Free trade zones are special by the Economic Affairs by foundations established for five years. resident company, and/or real products) is exempt from sites that lie geographically Coordination Council. by law or international funds property that is held for at least customs duty and Resource within the country, but are can be deducted from the Stamp tax (stamp duty) exemption two years, as long as such Utilisation Support Fund (RUSF) deemed to be outside the Research and development corporate income tax base exempted gain is reserved in payments. In addition, a VAT customs territory. In these (R&D) activities at a rate of 100%. The same Documents prepared in relation special reserve account within exemption is also applicable regions, the normal regulations expenditures can also be to R&D activities are exempt the equity and not distributed on the importation of eligible related to foreign trade and In the last decade, the Turkish capitalised and expensed from stamp tax. for five years. 100% of capital machinery and equipment. other financial and economic Parliament has enacted through amortisation over five gains from the sale of foreign According to investment areas are either inapplicable, several regulations to provide years in the case of successful participation shares by an incentive legislation, in order partly applicable or superseded incentives for research and projects, whereas the R&D by new regulations. 24
  • 14.
    Income derived bynon-resident individual/ Being considered as a Exemptions • ees calculated based on F The RUSF rates applicable % transaction tax, BITT is only export transportation and life to loans are as follows: company without a PE i n Turkey applicable on the income Income generated from the insurance policies, agricultural Rental from immovable assets 20 generated from transactions. following transactions is insurance policies for • or loans provided by Turkish f Leasing of goods (within the scope of the conditions To this end, the generally exempt from BITT, such as: un-harvested agricultural Banks and financial institutions 1 accepted principle is that products, cattle and herd and regulated under Turkish Financial Leasing Law No. 3226) income that is not generated • ncome generated from the I nuclear risk insurance policies; – 15% for consumer loans Royalties (e.g. on patents, copyrights, licence, etc.) 20 from a transaction, such as transactions carried out by (only to real persons for evaluation income, is not Turkish resident banks with • he commissions, premiums T non-commercial purposes) Professional services 20 subject to BITT. Furthermore, their branch offices or agents and analogous fees obtained Premium services 5 as BITT is applied on a per and the transactions carried for transactions regarding – 0% for other loans; transaction basis, netting off out in between those branch reassurance and Interest on loan arrangements 10 income and loss from different offices and agents; retrocession; and • or the loans obtained by f Interest income derived from time deposits 15 transactions is not permissible. Turkish banks and financial Reverse-repo income 15 BITT applies at the time of • ncome generated from I • he income generated from T institutions from abroad – 0%; accrual regardless of the the transactions carried out in arbitrage transactions and Wages and salaries 15-35 fact that income (e.g. fee or between Turkish branch offices trading income generated by • or the loans obtained from f interest) is actually received. or agents of non-resident banks; banks and financial companies foreign companies – 3%; and operating in Turkey on derivative Withholding Taxes (‘BITT’) regardless of the Rates • oupon and interest income of C contracts performed in the • or import payments (via f nature of the transaction. tax exempt bonds and bills; Turkish exchange markets. acceptance credit, deferred There is no withholding tax Likewise, the income generated The current rate of BITT is payment letter of credit or on payments to resident by insurance companies from 5% in general. However, the • he cash obtained by the T Declaration and Payment cash against goods) – 3%. corporations by other resident both insurance and non- applicable rate of BITT is bank from its client and totally of BITT corporations, except for a 3% insurance activities is also 1% for: transferred to a third-party If the loan is denominated in withholding tax on progress subject to BITT. Their income service provider for the purpose Taxpayers must file and submit TRY, RUSF, is calculated over payments to contractors, both from financial leasing under • he income arising from the t of making a service fee their returns to the local tax the interest amount. RUSF is domestic and foreign, within the Financial Leasing Law is deposit transactions between payment on behalf of the client; office within 15 days of the end calculated over the principal the scope of construction not subject to BITT. On the banks and stock exchange of each month. BITT payments if the loan is denominated in work spanning more than other hand, the transactional money market transactions; • he dividends obtained by T are made at the same date as a foreign currency one calendar year. income generated by bankers banks, insurance companies the submission of tax returns operating in Turkey is subject • ncome derived from repo i and bankers from their to the relevant tax office. Please note that certain loan The local WHT rates are to BITT but only if it arises and reverse-repo transactions industrial subsidiaries; transactions are exempt from as per the table above: from financing and/or financial and the sale of Treasury Bills, Resource Utilisation Support RUSF, such as foreign currency intermediation services (e.g. Government Bonds, indexed • he portion of dividends T Fund (‘RUSF’) loans obtained by Turkish Banking and Insurance interest income of consumer bonds and Turkish corporate obtained by banks, insurance residents from abroad with an Transactions Tax (BITT) finance companies, brokerage bonds issued and sold in Turkey companies and bankers from The loans provided by banks average maturity of more than fees of brokerage houses). prior to their maturity. their subsidiaries, which also and consumer financing one year. General Information Thus, income generated from qualify as bank, banker or companies operating in Turkey In Turkey banks and insurance non-financial activities of the insurance company, arising and by overseas companies companies are exempted from bankers, such as gains from from the transactions over are subject to the RUSF levy. VAT. However, the income disposal of assets is not subject which BITT has already generated by banks from both to BITT. Their non-financial been calculated; banking and non-banking transactions may be subject activities is subject to Banking to VAT. and Insurance Transactions Tax 26
  • 15.
    Personal Income Tax Tax Residency The tax rates and brackets Tax Rates Employers’ Obligations However, foreign nationals applicable for personal income who are citizens of a country Liability to Turkish individual apart from employment income There are two issued income In accordance with the existing with which Turkey has signed taxation is based on the earned in calendar year 2011 tax tariffs, one for employment regulations, Turkish resident a totalisation agreement (such status of residency. Resident are as follows: income and another for other employers have a withholding as the UK, Denmark, Germany, individuals are deemed as full income, which are subject to responsibility in respect of the France, the Netherlands, etc.) taxpayers and they are taxable Taxable Tax on lower Percentage income tax. compensation and benefits that can be exempted from the on their worldwide income. Not over they provide to the employees. Turkish social security scheme, income over amount on excess Non-residents, on the other Administration of the regime Accordingly, the income tax, if they remain covered by hand, are classified as limited 0 TRY9,400 0 15% social contributions and the their home country schemes taxpayers and liable to Turkish TRY9,400 TRY23,000 TRY1,410 20% Not every ‘employee’ or stamp duty on the salary during the Turkish assignment tax only on their Turkish ‘individual’ is required to file payments must all be withheld and providing that they can source earnings. TRY23,000 TRY53,000 TRY4,130 27% a tax return in Turkey. Based on a monthly basis and paid present evidence by obtaining on the tax residency status, over to the relevant authorities a certificate of coverage from TRY53,000 And above TRY12,230 35% As per Turkish Income Tax Law, the salary payment structure by the employer, on behalf of the relevant authorities in their an individual will be deemed as Legal residence: In the Turkish civil code, legal residence is defined as the place where of the employee as well as the employees. home countries. tax resident: one lives, with the intention of settling down. However, there is no guidance on how the types, sources and such intention is to be measured, nor are there any relevant rulings on the issue. We amounts of his/her personal Social Security Premiums Stamp Duty believe that if a foreign national purchases a home in Turkey and lives together with • f they stay in Turkey i their family, this could be considered as intention of settling down. Then again, each income (under separate continuously for more than individual’s status should be analysed based on a broader perspective of all their combinations) for the year, In principle, all individuals who Stamp duty currently applies six months in a calendar year personal circumstances before an opinion could be formed in this respect. it can be determinedthat the work in Turkey are required to at the rate of 0.66% over the (temporary departures are not individual is not required to be covered by Turkish social gross salary for individuals considered as interruption); or The tax rates and brackets report their employment or security. On the other hand, receiving their income from applicable for employment personal income. since social contributions are a local payroll. For individuals • f their ‘legal residence’ i income earned in calendar calculated over the gross salary filing tax returns, this duty is in Turkey. year 2011 are as follows: For individuals who would be (subject to a cap, at 15% for is replaced with fixed filing required to file a tax return, the the employee and 21.5% for fees currently amounting to If a foreign national meets Taxable Tax on lower Percentage annual Turkish tax return for the the employer. The cap currently TRY30.00. either of the two conditions Not over income generated during each applies as TRY5,177.40 per income over amount on excess mentioned above, he would calendar year is due by month between 1 January be considered as tax resident 0 TRY9,400 0 15% 25 March of the following year 2011 and 30 June 2011, and in Turkey. TRY9,400 TRY23,000 TRY1,410 20% and the tax is payable in two TRY5,440.50 per month equal instalments in March between 1 July 2011 and The only exception to the TRY23,000 TRY80,000 TRY4,130 27% and July. 31 December 2011) on the aforementioned residency rule, local payroll, in practice, only TRY80,000 And above TRY19,520 35% provided under the same law, individuals who are paid or is for foreign nationals who taxed via a local payroll are stay in Turkey for more than subject to these contributions. six months exclusively for the fulfilment of a ‘specific and temporary’ assignment. 28
  • 16.
    VAT Other Taxes The Turkish tax system levies that is authorised with respect Exemptions Capital duty value added tax on the supply to individual or corporate and the importation of goods income tax. There are two basic forms of No duty is applied on share and services. The Turkish name exemption under the Turkish capital. However, there is a for Value Added Tax is ‘Katma Please note that there is no VAT Law: compulsory contribution to Deger Vergisi’, abbreviated single ‘VAT registration’ the Competition Board equal to KDV. approach in Turkey because Exemption without credit to 0.04% of the capital amount it is not possible to register for previously paid VAT committed when the company Liability for VAT arises: only for VAT purposes in Turkey. is established. In the case of a When a person or entity In order to register for VAT In this form, the input VAT subsequent increases in capital, performs commercial, purposes, a foreign company cannot be deducted or this 0.04% levy is applied on industrial, agricultural or should have a permanent reclaimed but can only be the increased amount. independent professional establishment (PE) in Turkey recorded as a cost or an activities within Turkey; and and be obliged to register for expense. Transactions that Stamp tax b When goods or services are all tax purposes (i.e. VAT, are subject to ‘exemption imported into Turkey. corporate income tax, without credit for previously Documents within the scope withholding tax and stamp duty, paid VAT’ are the supply of stamp tax are papers VAT is levied at each stage etc.) to a tax office in Turkey. of goods and services for which are legally valid and of the production and the cultural, educational, exercisable, bearing a signature distribution process. Although Tax Rates recreational, scientific, social (or a sign replacing signature, liability for the tax falls on the and military objectives and or electronic signature) and person who supplies or imports The Turkish VAT system certain other categories. prepared for the purpose of the goods or services, the real employs multiple rates and proving any legal subject. In burden of VAT is borne by the the Council of Ministers is Exemption with credit for this sense, stamp tax applies final consumer. This result is authorised to change the VAT previously paid VAT to a wide range of documents achieved by a tax-credit method rates within certain limits. including written agreements. where the computation of the Certain transactions are not VAT liability is based on the Standard rate taxable and at the same time Stamp tax rate on the difference between the VAT The standard rate of VAT on the taxpayer has the right to taxable papers is 0.825%, liability of a person on his sales taxable transactions is set at claim a credit and a refund. This with an exception that the (output VAT) and the amount of 10% in the VAT Law, but this mechanism operates under the lease agreements are taxed VAT he has already paid on his rate was increased to 18% as name ‘exemption with credit at 0.125%. Stamp tax is purchases (input VAT). of 15 May 2001. for previously paid VAT’ and is calculated on the highest issued principally for exports. value stated or calculable VAT Registration Reduced rates from the taxable paper or For the deliveries and services on the maximum amount Any person or entity engaged mentioned in List No.1, 1% stated on the paper. There in an activity within the scope (e.g. agricultural products such is a cap of TRY1,251,383.40 of the VAT Law must notify as raw cotton, dried hazelnuts per agreement for 2011. the local tax office where his and etc). For the deliveries and place of business is located. services mentioned in List No.2, If there is more than one place 8% (e.g. basic food stuffs, of business, registration is books and similar publications). performed at the tax office 30
  • 17.
    Audit and accountancy All banks that operate in Turkey Banks are required to present Quarterly audited/reviewed are regulated and supervised quarterly financial statements financial statements of the by the BRSA. According to audited by an independent Banks operating in Turkey are BRSA regulations, banks must audit firm according to Turkish posted on the BRSA website. be audited by an independent Financial Reporting Standards Financial statements of the audit company and prepare an (which is almost the same as Banks and other entities quoted ‘Independent Audit Report’ on IFRS) and BRSA Regulations on the Istanbul Stock Exchange a quarterly basis. The total on Independent Audit. Quoted (ISE) are also publicly available period an independent auditor entities are required to present on the Public Disclosure can audit a Bank is eight half-yearly financial statements Platform (www.kap.gov.tr). successive years with a cool-off audited by an independent period of three years. audit firm according to Turkish Banks and quoted entities are Financial Reporting Standards obliged to pay miscellaneous Entities that are quoted on the and CMB regulations. fees to regulatory bodies Istanbul Stock Exchange are (e.g. BRSA, Capital Markets regulated and supervised by Non-quoted entities are not Board (CMB), Central Bank, the Capital Markets Board bound to prepare and issue etc.) depending on the nature (CMB). According to CMB TFRS financial statements. of filing. regulations, quoted entities Such entities generally keep must be audited by an their accounts in accordance Accounts of banks and quoted independent audit company and with Tax Procedures Law. entities need to be produced in prepare an ‘Independent Audit However, with the New TCC, Turkish Accounting Standards Report’ on a half-yearly basis. which will be in force as of and Turkish Financial Reporting The total period an independent 1 July 2011, preparing the Standards which are local auditor can audit a quoted financial statements as per the version of IAS and IFRS. There entity is seven successive TFRS and having independent is no such requirement for non- years with a cool-off period of audit are defined as mandatory quoted entities. three years (one-year cool-off applications for all the entities period for those audit firms regardless of whether they are According to Banking Law meeting specified criteria). quoted entities or not. and also CMB regulations, maintaining local books and Banks must file their accounts records is a requirement and according to the Uniform Chart books and records need to of Accounts issued by the be maintained in the Turkish BRSA. Quoted entities must file language and in Turkish lira. their accounts in accordance with TFRS. An Inde pendent Audit Report for a bank or a quoted entity must be prepared according to the defined structure of Turkish Financial Reporting Standards (TFRS). There is no such requirement for non-quoted entities. 32
  • 18.
    Human Resources and Employment Law Employment relationships are However, if the employment the daily working hours do not The break periods shown If necessary, these periods may • 1 January is the New regulated by the Turkish Labour relationship is established for exceed eleven hours on any opposite are the minimum be extended depending on the Year holiday. Law No.4857 (TLL). an indefinite period, then the one working day. entitlement, and should be health of the employee and the written employment contract given without interruption. special requirements of the job, • 1 May is Labour Day. The provisions of the TLL becomes obligatory one year Overtime The break hours are not subject to a medical report. rule the general terms after the commencement of included in the working hours. One day of the week should be and conditions as well as the relationship. Pursuant to the TLL, overtime Female employees may, upon given to employees as holiday. the statutory issues of an is permitted over and above the Annual Vacation their request, be granted unpaid employment relationship. Under all circumstances, working hours fixed by law, for leave for a period of up to six As per the Turkish Labour Law, the employer, as a minimum, reasons such as national interest Employees shall be granted paid months following the 16-week one week’s illness is legally Moreover, besides the general should provide the employee or the particular requirements annual vacation for the periods maternity leave period. This considered to be within work terms regulated by the TLL, with a sheet of working of the work or for increasing indicated below, if they have period shall not be taken into time and, although not worked, the employment contract is conditions in writing that production. Overtime is defined worked for at least one year, account in the calculation of this time shall be counted as the most important tool of specifies the following details: in the TLL as the working hours including the probationary period. paid annual vacation. work days. In this case, the an employment relationship that exceed 45 hours in a week. employee should submit a either by re-defining the i. names and residence The approval of the employee In addition, until the child doctor’s report to the employer. general terms of the TLL addresses of the employer should be obtained for overtime. reaches the age of one, the Length of Holiday or by specifying the private and employee, In no event may the total period female employee is entitled Employees are also entitled conditions of the relationship. ii. date employment began, of overtime in a year exceed services Period (days) to one and a half hours a day to have 3 days paid leave for iii. salary and the full benefit 270 hours. 1 to 5 years 14 for feeding. marriage and in the case of the Employment Contracts package granted, (incl.) funeral of first degree relatives. iv.hours of work, holiday pay In general, overtime payment Minimum Wage Employment contracts should and entitlement, time off for is calculated as the normal 5 to 15 years 20 Recruitment be in line with the TLL and sickness and pay, if they are hourly rate plus 50%. Instead 15 years and 26 For the period between should not include provisions different than regulated by of getting extra payment, the over 1 July 2011 – 31 December Turkey is a large country against the fundamental rules the TLL, employee has the right to get 2011, the minimum wage is and there is a difference of the TLL. v. job title and job description, free time, the amount of which Paid annual vacation may gross TRY837,00 for employees between the geographical vi.whether the employment is set forth within the provisions not be less than 20 days for who are older than 16. regions in terms of the labour There are different types relationship includes a of the TLL. employees 18 years of age market. For the recruitment of employment contracts probationary period or not. or younger and 50 years of Legal Holidays process, most companies work regulated by the TLL. They are: Break Hours age or older. These periods with the recruitment firms that An employee is also entitled may be increased by • 29 October (Republic Day) is a know the market and have i. Employment contract with to receive a payslip with each Towards the middle of the employment contracts. national holiday and the holiday a candidate pool. a definite period. payment of wages or salary. working hours and according starts on 28 October at 13:00. ii. Employment contract with to local custom and working Maternity Leave Immigration Permit an indefinite period. Working Hours requirements, employees are • 23 April (National Sovereignty Requirements iii. Employment contract for entitled to a break of: Pursuant to the TLL, female Day), 19 May (Youth Day) and part-time employment. In general, the duration of employees are entitled to 30 August (Victory Day) are Foreign national individuals to work may be a maximum of 45 Total Working Break Hours take maternity leave for a public holidays. be employed in Turkey need If the employment contract hours per week. This is applied Hours a Day (by minutes) period of 16 weeks, i.e. eight work and residence permits in is made for a definite period equally to the working days of weeks before and eight weeks • Festival of Ramadan (3.5 days) order to be eligible to work and 4 or less 15 or for a part-time employment, the week. However, with the after giving birth. Upon their and the Festival of the Sacrifice reside in Turkey. then it must be written as approval of both parties, the 4 to 7.5 (incl.) 30 request and subject to doctor’s (4.5 days) are religious holidays. such from the beginning of normal working hours may approval, female employees Every year the dates of these More than 7.5 60 the commencement of the be distributed unevenly over may work until three weeks holidays change according to employment relationship. working days provided that before giving birth. the Hegira Calendar. 34
  • 19.
    As per therecent minimum share and amount conferences for the career one month after his/her Notification Payment Benefits announcements of the work of capital share must be met. development of its members etc. application. The court shall permit authority, work permit determine the amount of such Pursuant to Article 17 of In Turkey, all benefits apart applications are to be finalised Role of unions/collective Termination of employment compensation. The salary and the TLL, both the employee from the ones listed in the within one month. This being bargaining, etc. or redundancy all other rights of the employee and employer are entitled TLL are voluntary, and the said, these newly introduced covering at most 4 months is to terminate employment below-listed ones are the most durations are yet to be tested. According to the Union Law As per Article 18 of the TLL, paid to the employee for the contracts for an indefinite common benefits in practice; (UL), all employees working termination of the employment period discontinued to work until period by observing the Due to the fact that professional under an employment contract of an employee having the final judgment of the court following minimum • Lunch. services such as engineering, agreement and aged 16 or at least 6 months’ service with is received. This amount is paid notification periods, city planning and architecture above are eligible to become the employer in a workplace to the employee whether or not depending upon the length • Transportation. are carefully regulated, the a member of a labour union. operating with 30 or more the employer re-employs the of service of the employee. work permit applications for The employees below the age employees should be based employee or not. • Private Health Insurance foreign nationals holding one of 16 can become a member of on a valid reason relating to The employer may terminate of these degrees differ from the a labour union provided that the efficiency or behaviour of Severance Payment the contract of the employee • Private Life Insurance regular work permit applications written consents of their legal the employee, or the by paying in advance the and Pension. and take up to a year. As per representatives are obtained. requirements of the enterprise, In cases where the salary of the employee the recent changes in the workplace or the work. In such employment contract of an corresponding to the period • Company car and phone immigration legislation, such As explicitly set forth in the termination, severance and employee is terminated after at of notice. Any party failing to for managerial staff. individuals might be granted UL, individuals are free to notification payments are made least one year by the employer fulfil notification obligation is to with a pre-approval to work. become members of a labour to the employee. for reasons other than cases pay compensation, equivalent • Stock option plans. union. It is further stated that which are incompatible with to the wage corresponding to The following evaluation no one shall be forced to However, even being fully paid morals and goodwill and similar notification period. • Private pension plans. criteria for the work permit become or not to become with his/her legal rights, the circumstances, the employer applications have recently a member of a trade union. employee whose contract is shall pay the employee a been determined by the terminated has the right to file severance payment at the Length of the Notice Ministry of Labour as follows: According to Article 12 of a lawsuit against the employer rate of 30 days’ wages for Employment Period the Collective Bargaining within 1 month as of the date each full year since the date Less than 2 weeks • a local employment quota is Agreement, Strike and of notification for termination of of employment. Payment shall 6 months introduced (five local Lockout Law, labour unions the contract if the reasons for be made pro rata for a portion employees per foreign national); have the right to sign collective termination are not defined in the of a year. 6-18 months 4 weeks bargaining agreements with notification or the employee is of 18 months- 6 weeks • a certain minimum amount employers provided that more the opinion that the considered Calculation of severance pay of paid-in capital or gross sales than half of the total number reason is invalid. shall be made based on the 3 years or exports figures will need to of the employees of that latest salary drawn. However, More than 8 weeks be met; employer are members of If the court decided that the ceiling limit for severance 3 years the labour union. the termination is invalid or pay is TRY2,731.85 for the first • minimum salary levels ranging groundless, the employer half of 2011. between TRY1,140.75 and As per Article 33 of the UL, is obliged to re-employ the TRY4,943.25 (to be revised in labour unions are entitled to employee within 1 month. January 2011) must be paid to provide certain benefits and The employer is obliged to pay foreign national employees; and support to their members compensation to the employee such as legal aid for retirement, corresponding to at least • if the foreign individual is to be establishing library and 4 months’ salary, at most the shareholder of the company, sport grounds for the use of 8 months’ salary, if he fails to a requirement for a certain the employees, organising re-employ the employee within 36
  • 20.
    Trade Turkey has great strength in In 2008, Turkey’s exports and also a member of the World In 2010, approximately 67% of Trade due to its geographic imports reached an all-time Customs Organisation and all Tax Revenues were collected location. Turkey has taken high; exports increased 23%, mainly follows WTO and WCO from Indirect Taxes. The major advantage of a customs union reaching US$132 bn, while principles. But to protect local portion of Indirect Taxes are with the European Union, imports rose 19%, hitting businesses, some necessary VAT and Excise. VAT collected signed in 1995, to increase US$202 bn. During 2010, the measures are put in place by during importation covered industrial production for year after the global financial the Authorities. 15% of all Tax Revenues. It is exports, while benefiting from crisis, Turkey managed to clear that most of the taxes are EU-origin foreign investment secure US$113 bn of exports Customs collected at Customs. into the country. and US$185 bn of imports. It should also be noted that Turkey signed the Customs Free Trade Agreements There is a deep trade Turkey is expected to be Union Agreement with the EU relationship between Turkey the highest growing OECD on 1 January 1996 and has Turkey has Free Trade and the EU. Indeed, the EU member country between amended its customs code Agreements with the following ranks as number one by far 2011 and 2017, with an annual and legislation in line with countries: Albania, Bosnia in both Turkey’s imports and average growth rate of 6.7%. those of the EU customs code. Herzegovina, Croatia, EFTA exports, while Turkey ranks 7th In that perspective, the general member countries (Switzerland, in the EU’s top imports and 5th Due to the implementation outline of Turkish customs Norway, Iceland and in export markets. of the liberalisation process practices are similar (specially Liechtenstein), Egypt, Georgia, since the 1980s, the Turkish the classification and duty Israel, Macedonia, Montenegro, Main Turkish export markets in economy has experienced a rates) to its EU counterparts. Morocco, Palestine, Georgia, 2010 were the EU (42.088 m period of high growth. Foreign According to the Customs Serbia, Chile, Tunisia and Syria. of Euro), Russia, USA, trade, both in exports and Union Agreement, with the Romania, United Arab Emirates imports, has grown rapidly exception of certain goods Free Trade Agreement between and Iraq. Machinery and and notable changes in the such as agricultural products, Turkey and Lebanon is under transport equipment dominate structure of exports have no customs tax is incurred on approval process. EU imports from Turkey, both been observed. In this the trade between Turkey and accounting for about 38% regard, industrial products the EU, as long as the goods of the total. Other important have gained prominence are imported to Turkey with imports are miscellaneous over agricultural products. an ATR movement certificate manufactured articles. proving that the goods are Turkey became a member in free circulation in the EU. Imports into Turkey came of the World Trade (Please note that recently a from the following key markets: Organisation (WTO) in new legislation has published the EU (722 billions of USD as 1995. Following this move, for textile products that impose of 2010), Russia, China, USA, it finalised an agreement with additional customs duty on Iran and South Korea. Turkey the European Union, enabling textile products imported from is one of the major export it to join the Customs Union EU which are originated outside partners of EU with its share on 1 January 1996. Turkey is EU.) Customs duty rates are of 4.5% of total EU exports. mainly in line with the EU practice (except the agricultural products). 38
  • 21.
    Banking in Turkey Types of bank accounts; Setting up a bank account Ability to access local financing • TRY-denominated and FX- In order to open a bank account, denominated accounts: the only requirement is to Entities can easily access An account can be opened have a passport or certificate local financing based upon in TRY or in any currency of residence for identification their credit rating. However, convertible in Turkey. purposes, relevant address local financing becomes There are no limits on the proof document, tax ID more difficult to raise as the number of FX-based accounts. number from a local tax office amount of financing rises. or foreigner’s ID number. In raising high amounts of • Saving and current accounts. financing with extended In order to open an account maturities, the local entities for a company established are frequently mandated to abroad which is referred from use foreign currency borrowings, a HSBC Group Member, HSBC generally with floating interest Turkey requires the following rates. Therefore, local entities documentation: also prefer to engage in cross- currency swap transactions • Articles of Association and to eliminate the almost amending supplements (if any); inevitable foreign currency and interest rate risks of • Turkish Tax Identity Card large scale borrowings. and Number of the company; With the development of • Board Resolution or technology in daily life, the Signature Circular; ways to reach a loan have increased. Entities and • Identification of individuals can easily access Authorised Signatories; local financing through branches, ATM machines, • Trade/Commercial Registry telephone, internet branch Certificate confirming the and even instant messaging business name, trade/ via mobile phone. commercial registry number, field of activity, address, telephone numbers, fax numbers and email address (if any) of the company; • Shareholding Structure; • Smartform-Turkey; and • Banking Transactions Agreement. 40
  • 22.
    HSBC in Turkey Overview HSBC Bank A.S. serves Key events in the growth 2004 HSBC Portfolio Corporate Sustainability freshwater and cities. HSBC’s Turkey with a full range of HSBC Turkey Management A.S. programme partners are carrying of products and services, was launched. For HSBC, Corporate For out original scientific research, an uncompromising dedication 1990 HSBC becomes the first HSBC, Corporate Sustainability developing demonstration to customer satisfaction, and British bank to enter the Turkish 2006 HSBC extended its is about bringing social and projects, creating working a commitment to making the market. The Bank is established segmentation model to environmental issues together models, and proving clear world’s local bank Turkey’s in Istanbul as Midland Bank Inc. target smaller businesses with financial performance to solutions so that governments favourite bank. with 100% foreign capital. and Business Banking was maintain and grow a successful can enact legislation for the HSBC established a established. business for the benefit of adoption of low-carbon policies. Having entered the Turkish commercial banking operation our stakeholders. market in 1990, the Bank in Turkey in 1990, targeting 2006 The first Private Banking HSBC Turkey plays an active established its presence on corporate customers. branch opened at Mayadrom • e apply clear policies W role in Corporate Sustainability the pillars of the strength on August 11, 2006. and processes to manage projects. Formed by employees and prowess of the HSBC 1997 HSBC launches Personal potential social and HSBC Volunteers club runs Group. It built on this Financial Services with an 2008 HSBC Advantage environmental risk in our sustainable long-term projects foundation with a deep and extensive product range in Credit Card celebrated its lending and other financial such as Partner Schools. broad understanding of the addition to corporate banking 10th anniversary in Turkey. activities in sensitive sectors. Present in more than 55 local economy and markets and capital markets. cities and 130 schools, HSBC and through specialisation in 2010 HSBC celebrated its • e help our clients to seize W employees takes an important corporate banking and capital 1999 The name of the Bank 20th year in Turkey. the opportunities presented role to enhance education markets activities. is changed from Midland Bank by the shift to a low-carbon standards. From school books A.S to HSBC Bank A.S. ¸. Awards economy. to clothes to keeping children HSBC Turkey plays an warm – all the needs of these important role in Continental 2001 HSBC Bank A.S. acquires – ‘Best Debt House’ Award • e try to reduce our own W students are evaluated fairly Europe Region with 334 Demirbank T.A.S., Turkey’s 2008-2010 in Turkey environmental footprint and timely. Partner School branches and over 3 m fifth largest private bank. The by Euromoney. and share good practice project generated a network customers serving with nearly acquisition extends HSBC’s on this with our clients and starting from HQ buildings 7,000 employees. The CMB local network of branches and – ‘Best Corporate Banking other stakeholders. to branches to schools. HSBC division, a valuable part of delivery channels as well as Internet Bank’ 2010 in Turkey also a keen believer of HSBC Turkey serves customers its customer base in personal Turkey, by Global Finance. • e focus our community W HSBC Group projects and takes across 117 branches. banking and client portfolio in investment (philanthropic part in most of it. JA More than corporate banking. – ‘Best User-Friendly Website’ activities) on education and Money, Climate Champions, With its expertise in the 2010 in Turkey by Golden the environment. ESU Public Speaking domestic market and devotion 2002 HSBC Bank A.S. acquires Web Awards. Competition, Future First are to serving that market in the Benkar Tuketici Fi nansmani Our education programmes among many other Corporate forefront of the competition, ve Kart Hizmetleri A.S., one – ‘Top Recruiter’ 2009 help to lift people out of Sustainability activities. combined with its distinct of the country’s top providers in Turkey by HR Summit. poverty, build financial advantage in providing of consumer finance, from literacy and promote privileged access to one of Boyner Holding A.S. The – ‘Best Personal Banking environmental awareness. the world’s largest financial acquisition includes the Provider Online’, 2009 Our environmental programme networks, HSBC Bank A.S. Advantage Card, the largest by Global Finance. focuses on the HSBC Climate is well-placed to set the card organisation in Turkey Partnership – a five-year pace of banking in Turkey. outside the banking sector. – ‘World’s Leading Banking environmental programme Brand’, 2007-2009 by to reduce the impact of climate Euromoney Magazine. change on people, forests, 42
  • 23.
    Country overview Capital city Ankara Area and population 814,578 sq km / 72.6m Language Turkish Currency Turkish Lira International dialling code 90 National Holidays New Year’s Day 1 January National Sovereignty and 23 April Children’s Day Labour and Solidarity Day 1 May Commemoration of Ataturk, 19 May Youth and Sports Day Victory Day 30 August Republic Day 29 October Business and banking hours 09.00 – 17.00 Stock exchanges ISE Political structure Democratic and secular republic 44
  • 24.
    Contacts Umurcan Gago Tel: +90 212 326 60 98 Email: Umurcan.gago@tr.pwc.com Website: www.hsbc.com.tr Phone: +90 212 376 40 00 Head Office: HSBC Bank A.S ¸. Esentepe Mah. Büyükdere Caddesi, No:128, Sisli, 34394 Istanbul ¸ ¸ 1st Edition: December 2010 Copyright Copyright 2011. All rights reserved. In this document, ‘PwC’ refers to PwC Turkey, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. ‘PwC Turkey’ refers to Basaran Nas Bagımsız Denetim ve ¸ ˘ Serbest Muhasebeci Mali Müsavirlik A.S., ¸ ¸ Basaran Nas Yeminli Mali Müsavirlik A.S. ¸ ¸ ¸ and PricewaterhouseCoopers Danısmanlık ¸ Hizmetleri Ltd Sti. which are separate legal ¸ entities incorporated in Turkey within the PwC Turkey organisation. 46