Opening a Foreign Company Branch, Corporate Bank Account and Work Permit in Istanbul İTO

International corporations expanding into the Turkish market through Istanbul must choose between incorporating a standalone Turkish subsidiary (Limited Şirket or Anonim Şirket), registering a commercial Foreign Company Branch Office (Yabancı Şirket Şubesi) at the Istanbul Chamber of Commerce (İTO), or obtaining a non-commercial Liaison Office Permit (İrtibat Bürosu) from the Ministry of Industry and Technology. Beyond trade registry filing, the two operational bottlenecks that delay foreign enterprises in Istanbul are passing strict corporate bank KYC/AML compliance and meeting the updated financial thresholds for foreign director and shareholder work permits under Law No. 6735. Kalem Law Office, led by Attorney Enes Nergiz (Antalya Bar Association Reg. No: 6281), manages end-to-end corporate registration, banking compliance, and executive work permits in Istanbul.

1. Subsidiary vs. Foreign Branch Office (Şube) vs. Liaison Office (İrtibat Bürosu) in Istanbul

• Istanbul Branch of a Foreign Corporation (TTK No. 6102 Art. 40/4 & Law No. 4875): A branch has no separate legal personality from its foreign parent company, carries the parent company’s trade name (adding the Turkish location and branch designation), and can issue commercial invoices, import/export goods, and sign contracts in Istanbul. It requires appointing at least one fully authorized branch representative residing in Turkey (Türkiye’de Yerleşik Tam Yetkili Temsilci) and registering the apostilled parent company charter, good-standing certificate, and board resolution with MERSİS and İTO.
• Liaison Office (İrtibat Bürosu — Foreign Direct Investment Implementation Regulation Art. 6–8): Permitted strictly for market research, representation, quality control, or regional management without conducting any commercial invoicing or revenue-generating activity in Turkey. All expenses must be remitted in convertible foreign currency from the parent company abroad.

2. Opening a Corporate Bank Account in Istanbul (MASAK & Banking KYC Rules)

Turkish private and state banks in Istanbul enforce rigorous Know-Your-Customer (KYC) and Financial Crimes Investigation Board (MASAK — Law No. 5549) screening for Turkish companies or branches owned by foreign nationals or offshore entities:

• Required Corporate & UBO Documentation: Potential Tax Number (Potansiyel Vergi Numarası) of both the entity and each foreign shareholder/director, Turkish tax registration certificate (Vergi Levhası), İTO Trade Registry Gazette (Ticaret Sicili Gazetesi), notarized signature circular (İmza Sirküleri), ultimate beneficial owner (UBO) declaration, and local Turkish mobile tax-OTP verification.
• Pre-Registration Capital Blockage for A.Ş. (25% Rule): For a Joint Stock Company (Anonim Şirket — A.Ş.), our attorneys coordinate the bank blockage letter confirming deposit of at least 25% of the subscribed capital (minimum 62,500 TRY for a 250,000 TRY A.Ş.) required by İTO prior to incorporation.

3. Foreign Shareholder & Director Work Permits in Istanbul (Law No. 6735 Updated Criteria)

Under the International Workforce Law No. 6735 and the updated evaluation criteria enforced by the Ministry of Labor and Social Security (ÇSGB), foreign shareholders and company directors applying for a work permit in Istanbul must satisfy strict financial and employment benchmarks:

Frequently Asked Questions (FAQ)

Why is 50,000 TRY sufficient to incorporate a Limited Şirket at İTO, but 500,000 TRY required if the foreign shareholder wants a Work Permit?

While the Turkish Commercial Code No. 6102 sets the general minimum incorporation capital at 50,000 TRY for a Limited Şirket, the Ministry of Labor and Social Security’s updated evaluation criteria under International Workforce Law No. 6735 require a company sponsoring a foreign shareholder or employee work permit to have at least 500,000 TRY in paid-in capital (and for a foreign shareholder applicant to hold at least a 20% share worth no less than 500,000 TRY). If you plan to obtain a work permit through your Istanbul company, our attorneys structure your initial paid-in capital at 500,000 TRY+ from day one.

Are foreign shareholders holding $100,000 USD or more in capital exempt from the 5-Turkish-employee quota?

Yes. Under the Ministry of Labor’s updated Law No. 6735 criteria, foreign shareholders whose capital share in the Turkish company equals or exceeds $100,000 USD are exempt from the 5-Turkish-citizen employment quota and balance-sheet criteria.

Can a foreign company open a corporate bank account in Istanbul before İTO registration is finished?

Before İTO registration, banks open a temporary capital-blockage account (required for A.Ş. incorporation). Once the İTO Trade Registry Certificate, Tax Plate (Vergi Levhası), and Notarized Signature Circular (İmza Sirküleri) are issued, the account is activated as a full multi-currency (TRY/USD/EUR) operational corporate account with SWIFT and online banking access.

Which company directors do NOT need a Turkish work permit?

Under Article 13 of Law No. 6735, non-resident members of the Board of Directors of a Joint Stock Company (Anonim Şirket — A.Ş.) who do not reside in Turkey and non-managing partners of a Limited Company who hold no executive authority are exempt from obtaining a work permit.