When a Foreign Company Owns a Turkish Limited Company: Corporate Documents, UBO and Tax

The Turkish subsidiary is a separate legal person

A foreign company can be the sole shareholder of a Turkish limited company. The subsidiary has its own assets, contracts, tax number, employees and accounts; parent-company assets and liabilities do not automatically become subsidiary entries.

The registry must also establish that the foreign parent exists, is in good standing, and has validly authorized the investment. The document work therefore begins under the parent company's home-country corporate law.

Corporate document chain

Separate the parent's tax number from the representative's records

The foreign corporate shareholder normally needs a Turkish tax identification number for registry and tax processes. The natural person representing it in Türkiye must also have identity and tax records that match the authority documents. The parent's identifier, the representative's identifier and the new subsidiary's number are not interchangeable.

The parent name, home-country registration number, Turkish tax number and representative should match across MERSIS, registry, banking and E-TUYS. Even a translation or spelling mismatch can interrupt onboarding and later resolutions.

Legalization and translation

Official documents issued abroad generally require an apostille where the Hague Convention applies, or Turkish consular legalization where it does not. They then require official Turkish translation and notarization. The correct sequence matters; curing an incorrectly legalized decision after filing can take longer than the registry itself.

Check the certificate's freshness and whether the corporate resolution complies with the parent's own articles and law. Multi-layer groups should confirm in advance which ownership and authority documents the registry and intended bank will require at each level.

Governance and banking should be designed together

• Match the capital and share numbers in the resolution and Turkish articles.
• Identify the natural person acting if a legal entity is appointed to management.
• Set single or joint signature rules and payment limits.
• Reserve material transactions for parent approval without paralysing daily operations.
• Prepare the UBO, source-of-funds and transaction-profile package before bank onboarding.

Intercompany tax and funding

Management services, software or trademark licences, goods, staff secondments and loans should be governed by written agreements and arm's-length pricing. Corporate tax, withholding, VAT, customs and transfer pricing can all apply to the same arrangement.

A remittance from the parent is not automatically capital. It may be equity, a loan, an advance or consideration for a service; the legal documents, bank narrative and accounting entry must agree. Unexplained transfers are difficult to defend in banking, audit and tax reviews.

Post-formation compliance

• Authorize the E-TUYS user and file foreign-investment information on time.
• Keep UBO and ownership charts current after any group reorganization.
• Align share transfers and capital increases across registry, bank and tax records.
• Maintain monthly accounting, tax, payroll and e-document controls.
• Prepare transfer-pricing support for related-party transactions.

Close the first month with a corporate-shareholder file

For new taxpayers and later UBO changes, follow the timing rules in General Communiqué No. 529. Waiting for the annual corporate return can miss a separate initial or change-reporting deadline.