在土耳其開展業務

作者：Nese Yahya，Expatia 董事總經理

法律框架

在新的國家開展業務充滿挑戰，因為這種情況隨處可見。作為外國人，如果您打算在土耳其開展業務，您首先必須查看並熟悉土耳其於 2003 年推出的《外國直接投資法》（編號：4875）。法律，因為它們設定了土耳其自由投資環境的法律架構。

根據《外商直接投資法》，設立外資公司的條件與義務與設立本地公司相同。因此，過去設立外資公司的各種強制許可現已取消。根據《土耳其商法典》規則，由外資成立的公司被視為土耳其公司。因此，無論公司資本創造的本質如何，所有職責和責任都是相同的。

此外，在新的外商直接投資法中，沒有任何規定要求土耳其參與外資公司的資本或管理。可以用100%外資設立公司，幾乎所有產業都對外資開放。公司設立程序也得到了很大程度的簡化。現在，憑藉高效的手續，在土耳其註冊成立公司只需一天即可完成。公司必須在一個地點提交標準表格，無需向多個機構提交申請以獲得批准。此外，法律也規定不再強制設立有限責任公司或股份有限公司。這些都是計劃在土耳其開展業務的外國投資者需要考慮的重要事項。

In practice

If you are opening a company in Turkey, you basically have a couple of options. For instance you can open a liaison office. To undertake this route however, it is important to keep in mind that there should not be any commercial activities on behalf of this company; basically, it is not possible to issue invoices from a liaison office. Another alternative is to open a branch of a foreign company. To pursue this alternative, you need to get permission form the Ministry of Industry and Trade in Ankara and it is possible to undertake commercial activities. Otherwise, you can set up a limited company or set-up a joint stock company. For the former, you need a minimum capital of 5.000 YTL and minimum two shareholders, all of whom can be foreigners, if necessary. For the latter, a minimum capital of YTL 50.000 is required and the number of founding shareholders should be at least five. For both options, the shareholder liability is limited to the capital paid by each shareholder. It is also feasible to transfer shares from an already established company, and thus become a shareholder.

With regard to the employment of foreign personnel in any entity in Turkey — it is possible to do so. But, foreigners who plan to live and work in Turkey must obtain a work permit from the Ministry of Labour and Social Security and at the same time receive a residence permit from the Ministry of Internal Affairs / Local Police Headquarters. However, the process of obtaining a work permit is quite complicated and difficult to acquire.

Invest in Turkey

“Invest in Turkey”, is a governmental agency, which aims to assist foreign investors in their business ventures in Turkey and provide data and information on the business climate in our country. If you are planning considerable investment in Turkey, it is advised to get in touch with the agency established under the Undersecretariat of Treasury and be active in this environment for several years.

According to the data provided by the agency, around 15.000 companies with foreign capital are in operation in Turkey, as of end of 2006. The majority of them are in wholesale and retail trade, as well as manufacturing. Half of these companies are set up by nationals or entities of the EU Member countries; while Germany, UK and Netherlands are the leading countries in the group of foreign investors.

Below are some useful links worth exploring, if you are really into setting up business in Turkey.

Unions and Organizations

• Foreign Investors’ Association www.yased.org.tr
• Foreign Economic Relations Board www.deik.org.tr
• Turkish Industrialists and Businessmen Association www.tusiad.org

Governmental Bodies

• Invest in Turkey www.investinturkey.gov.tr
• Investor Relations Office www.hazine.gov.tr/iro.htm
• Undersecretariat of the Prime Ministry for Foreign Trade www.dtm.gov.tr
• Republic of Turkey Prime Ministry Undersecretariat of Customs www.gumruk.gov.tr

Contributing Company:
Expatia Consultancy. Istanbul, Turkey. www.expatia.net
Contact: Nese Yahya. [email protected]