Lexis Nexis – Doing Business in Türkiye, 2025

Produced in partnership with Kayra Üçer, Candan Çırnaz Dekesoğlu and İpek Türker of Hergüner Bilgen Üçer Attorney Partnership. Updated in January 2025.

Introduction

Türkiye has been at the centre of the global political scene as a result of its position in the Syrian war in the south of the country and its refugee policies. The coronavirus (COVID-19) outbreak has a major effect on both the internal policies and the economy in Türkiye as in other countries across the world. The Mediterranean geopolitics related issues in the pursuit of natural gas remained as a hot topic.

Following the attempted coup d’état on 15 July 2016, led by an Islamic cleric residing in the United States, the Council of Ministers convened on 20 July 2016 and declared a state of emergency (Resolution No. 2016/9064) throughout the country for a ninety-day period beginning at 1 am on Thursday, 21 July 2016. The decision was then ratified by the Grand National Assembly on 21 July, 2016. Since then, the duration of the state of emergency was extended seven times, lasting for 730 days, and was finally removed in July 2018.

The economy has gone through a recession period since the last quarter of 2018, characterised by high inflation rates, rising borrowing costs, and currency volatility. At the end of 2018, the Minister of Finance announced the New Economic Program, a three-year plan intending to ensure stabilisation for 2019 and 2020 in order to regain international credibility that was affected by the political events of the preceding years, ie the attempted coup d’état and accompanying state of emergency. In 2019, Turkish economy entered into recovery phase and in April 2019, a new plan called ‘Structural Transformation Steps’ was revealed with the goal of strengthening the state-owned banks’ capital structure against bad loan threats and to establish a more robust financial sector by way of different measures, together with other sector-specific actions to be taken. In light of these counter-actions, Türkiye’s economy reached acceptable levels with respect to account deficits and interest rates, which keeps the country an option for investment in the eyes of foreign capital companies. Although in 2020, the coronavirus outbreak affected the economic forecasts, Türkiye countered the negative effects by the Economic Stability Shield program announced on 18 March 2020, introducing supportive and preventive measures applicable countrywide to degrade economic impacts of the pandemics that includes tax, loans and labour-related topics. As of the end of 2021, Turkish Lira significantly lost its value against foreign currencies and high inflation seems to be an important factor that will affect economic environment in the country, but the growth rate of Turkish economy increased significantly in 2021 and it became the second economy with the highest growth rate following the United Kingdom. However, in consequence of Türkiye’s policy of interest reduction and the expansion of the Russian-Ukranian war, it was expected that the growth rate would decrease. As a matter of fact, the growth rate of the Turkish economy halved in 2022 compared to 2021. This rate remained almost the same in 2023. However, with respect to high inflation and interest policies of the government, this rate decelerated to 2.1% in the third quarter of 2024. Throughout the year, it has been interpreted that the Turkish economy was stabilized compared to the previous years.

This guide aims to highlight some of the key areas that a new business will need to address before operating in Türkiye. It should not be considered all-inclusive or taken as specific legal advice on Türkiye, which should always be sought out from a Turkish attorney prior to setting up and running a business in the country.

The business environment

The Grand National Assembly is the supreme legislative authority and it can create or abolish any law. No person or body in the Republic of Türkiye can enjoy the power of the state if its source is not derived from the Constitution. Sovereignty belongs to the nation without any reservation or condition and is used through competent bodies in compliance with the principles set in the Constitution.

The Grand National Assembly of Türkiye adopts the laws in accordance with relevant procedures. The draft laws become laws upon the approval by the Grand National Assembly. However, the laws become binding and enforceable following their publication in the Official Gazette. Upon their approval by the Grand National Assembly, the draft laws should also be ratified by the President. The President reviews the draft laws in 15 days following their receipt. If the President does not deem it appropriate to publish the draft law in whole or in part, they may send it back to the assembly for reconsideration together with the justification of their decision. The only exception is that the President cannot send the draft laws regarding budgets back to the assembly for reconsideration. If the President does not approve the publication of the draft law in part, the debate in the parliament may concern only the articles that are not approved or the draft law as a whole. The Grand National Assembly may adopt the text with or without amendments following this debate. If the draft law is accepted without the amendments by the simple majority of the assembly, the President is obliged to publish it in the Official Gazette.

The draft laws are, most of the time, in line with the relevant EU legislation with an aim to align the legal framework with EU regulations, as Türkiye has been in the process of negotiations with the EU since 2005. The relatively lengthy negotiations are suspended since the EU parliament committee voted to suspend accession talks with Türkiye in 20 February 2019.

‘Presidential decree’, as a newly introduced concept to the Turkish Constitution after the referendum took place in 2017, gives the President the authority to use its executive powers by issuing presidential decrees. The Constitution explicitly regulates the limits of the President’s power to issue decrees. In short, the President cannot issue decrees on:

• fundamental rights and liberties
• political rights and duties
• matters that can only be regulated by laws under the Constitution
• matters that are explicitly regulated under existing laws

The provisions of parliament draft laws prevail over presidential decrees if a contradiction exists between the two instruments. Also, if parliament regulates a matter with a law after issuance of a presidential decree, the law automatically invalidates the presidential decree. In other words, since the 2017 referendum, it is correct to say that the President has gained some regulatory powers; however, this authority never allows him to surpass the powers vested in parliament. One can say that the authorities the council of ministers held in the old system are now given to the president in terms of issuing presidential decrees.

Forming a company

Türkiye’s regulatory environment is business friendly. You can establish a business in Türkiye irrespective of nationality or place of residence. An international business that wants to operate in Türkiye as a foreign investor has three main options to establish an office as: (i) a liaison office; (ii) a branch office; or (iii) a Turkish subsidiary.

Liaison office

Liaison offices are prohibited from engaging in commercial activities and will be permitted only to conduct market research, advertise and promote the foreign investor’s business in Türkiye. These offices are considered as an extension of their foreign parent company and do not have an independent legal entity identity. They are not allowed to acquire rights and incur liabilities by their own actions. Without any independent legal personality and representation power against third parties, liaison offices are not allowed to issue invoices, make sale and purchase agreements on behalf of the parent company, execute any contracts, provide price quotations or accept orders from customers. Liaison offices must submit an annual notification to the Ministry of Industry and Technology through E-TUYS system, the online platform of the Ministry regarding their activities throughout the year, including, but not limited to, the changes in shareholding structure and authorised signatories.

Branch office

Branch offices do not have a legal personality and are not fully independent from their parent company, thus, the foreign parent company remains liable for the branch’s debts. This means that the foreign investor will be directly liable for all the obligations of the branch, irrespective of the capital allocated to the branch. Nevertheless, branches are independent from the parent company with regard to their external affairs and they are therefore allowed to carry out any transactions in their fields of activity. The branches must maintain accounting records and management personnel separately from the parent company.

Turkish subsidiary

The last option may be incorporating a fully-fledged Turkish company. The most common forms of company are joint stock corporations (JSC) (anonim şirket) and limited liability partnerships (LLP) (limited şirket).

The procedures for establishing a company with foreign capital are fundamentally the same for local companies. Accordingly, unless the new company is going to perform in regulated sectors, such as banking or insurance, etc, no prior authorisation is necessary before incorporation. Most subsidiaries are formed as closely held companies and can be converted into listed public companies at a later date if the need arises through a public offering.

The incorporation of a new company will generally consists of the following steps:

• preparation and finalisation of the incorporation documents—there will be certain certification, legalisation and apostilization requirements. A registered address of the company to be incorporated should be provided
• completion of the online application procedure through the ‘MERSİS System’, an electronic system providing an easy and time saving procedure. Application through the MERSİS System does not remove the requirement of physical submission of all related documents to the relevant trade registry office as hard copies
• MERSİS will automatically provide a tax number for the new company at the end of the application process through the system
• opening of bank account for JSC or LLP- After the bank account is opened, at least one quarter of the share capital must be deposited and blocked by the bank before registration of incorporation of JSCs. The remaining share capital can be subscribed and paid within 24 months. The pre-registration deposit requirement is not applicable to LLPs and the related share capital amount must be paid within 24 months as of incorporation of the LLP
• application to the relevant trade registry office—an application to the relevant trade registry office will be filed with the incorporation documents on the slot chosen prior to the appointment. The trade registry office can request additional documents upon its review. The initial company books of the JSC or LLP will be certified at the date of incorporation by the trade registry office. The company’s articles of association will be certified before the relevant Trade Registry on the same day
• activation of bank account and tax number of the new company
• issuance of initial signature circular—after the application for incorporation is registered before the relevant trade registry office, the initial signature circular of the authorised representatives of JSC or LLP should be issued before a notary public. The companies may determine signatories vested with limited authorities (ie monetary limitations or transaction-related distinction) if their articles of association include the necessary provision for the issuance of an internal directive
• an application will be filed before the relevant tax authority together with the application documents including the signature circular for tax inspection— but currently many trade registry offices automatically sends notification to the related tax office and informs the registration of incorporation of the related company. Accordingly, officials of the relevant tax authority will visit the registered address of the JSC or LLP. The related tax office sends an sms message a day before the inspection takes place. The visit usually takes place about one to three days after registration of incorporation. Officials expect to see that there is certain physical place for the JSC or LLP (an office place, etc) and that there is an authorised representative present who has the power to represent and bind the JSC or LLP during their visit. It should be noted that it is within the related tax office’s discretion to hold a physical tax inspection. The tax office may decide not to hold an inspection taking into consideration the share capital of the company.
• application for obtaining workplace opening and operation license (İşyeri Açma ve Çalışma Ruhsatı in Turkish). As per the Turkish law, all workplaces must obtain a workplace opening and operation license from the relevant municipality in order to operate a workplace
• notification to Social Security Institution regarding opening of a workplace (İşyeri Bildirgesi in Turkish). Prior to the employment of employees by the new company, a notification is required to be made to the Social Security Institution

Following the company’s registration with the relevant tax office, the company will make declarations/payments to the Social Security Institution once it starts to hire employees.

The foreign investors may prefer incorporating a JSC or an LLP mainly because of the corporate veil principle. Under the Turkish law, in principle, both in a JSC and in an LLP, the liability of the shareholders is limited to the capital they have contributed. A few exceptions in relation to public debts or unpaid tax may lead to unlimited liability of directors or shareholders. Partners of an LLP may be held personally liable, up to the percentage of their partnership, for the public debts that remain uncollected partially or in whole from the LLP. Also, legal representatives (including board members of JSCs and managers of LLPs) may be personally liable for the unpaid public debts (such as corporate tax, social security premiums of employees and income tax withheld from employees’ salaries, taxes and fines owed to public authorities) that cannot be collected from the company. There are several differences between a JSC and an LLP in terms of share capital structure, corporate bodies and liability of the shareholders/partners.

The rules relating to the operation and regulation of companies are set out in the Turkish Commercial Code, which entered into force on 1 July 2012 (Commercial Code). The key features of Turkish companies include:

• Limited Liability—the liability of the shareholders is limited to the capital that they have contributed. There are a few exceptions in relation to public debts or unpaid taxes which may lead to unlimited liability of the directors or shareholders
• Articles of Association—the articles of association set out the rules governing the company, including the appointment and removal of directors/managers and the procedures for holding board and shareholder meetings
• Share Capital and Issuance of Shares—initial share capital of the JSCs and LLPs may be nominal. A JSC may be incorporated with a minimum share capital of TRY 250,000 and by at least one shareholder (as mentioned above, at least one quarter of the share capital must be deposited and blocked by the bank before registration of incorporation of JSC and the remaining amount must be paid within 24 months following the registration). An LLP, however, may be established with a minimum share capital of TRY 50,000 and with at least one partner and the share capital can be paid within 24 months following the registration of the LLP. Both types of companies may be established by natural persons or legal entities. The capital of a JSC is divided into shares represented by share certificates or temporary share certificates, each being separate and usually conferring equal rights to its holders pro rata to their shareholding (except in the case of privileged shares). Partners of an LLP must contribute to the capital of the company in the amount of at least TRY 25 or its multiples. It is possible for an LLP to issue certificates representing the shares in registered form. The Commercial Code offers non-public companies the opportunity to adopt a registered capital system, so the JSCs closely held may benefit from the opportunity of flexible capital increases introduced by the registered capital system, where the board of directors will be authorised to increase the share capital without convening the shareholders meeting, within the authorised ceiling set out in the articles of association
• Management/Directors—LLPs are governed by their managers and JSCs are governed by their board of directors. The members of the board of directors may delegate management powers to a managing member or a non-member (third party) manager. JSCs must have at least one board of directors’ member, who does not need to be a shareholder of the company. LLPs, on the other hand, must have at least one manager who must be the partner of a company. Neither board members nor managers are required to be resident in Türkiye
• Statutory Filings—companies are required to make certain filings with the relevant trade registry office (where the company is established, eg, in İstanbul, Ankara) on a regular basis, such as convening their ordinary general assembly meetings (general assembly of shareholders for the JSC and general assembly meeting of partners for the LLPs) annually and also with the Directorate General of Incentive Implementation and Foreign Investment of the Ministry of Industry and Technology of the Republic of Türkiye. As per the Direct Foreign Investment Law and Regulation on Direct Foreign Investment Law, each year, companies incorporated in Türkiye with foreign shareholders must submit a specific form regarding their activities and inform the relevant ministry of any changes with regard to share capital, share transfer, registered address, etc to the Electronic Incentive Implementation and Foreign Investment Information System (‘E-Tuys’) kept by the Ministry of Industry and Technology. Accordingly, the company must authorise a person owning an e-signature (eg one of the board of directors’ member). The authorised person must fill out the online form regarding the foreign capital movements into the company within one month after the authorisation process is completed. In addition, the authorised person must fill out information asked for in the E-Tuys website every May on an annual basis. However, there is no sanction for non-compliance with this requirement. The companies may also be required to make specific filings with public authorities, depending on their scope of activity
• Dividend Distribution—under Turkish law, companies are required to convene an ordinary general assembly meeting (‘Ordinary GAM’) during the first three months of each fiscal year whereby the shareholders: (i) release the board members for their activities in the previous fiscal year; and (ii) approve the financials of the previous fiscal year. As per a regulation introduced in 2020, a notarised power of attorney is required to attend the general assembly meeting by proxy. Prior to 2020, there was no requirement for a notarised power of attorney. Dividend distribution is also one of the standard agenda items of the Ordinary GAMs: in case the company has made a profit over the year, the shareholders may decide distributing the profit to its shareholders after deducting legally required reserves, or may save the profit for its future activities. Under normal circumstances, Ordinary GAM is the rightful forum whereby the shareholders resolve on whether or not to distribute the dividend and the portion of the profits that will be distributed to shareholders.

Note that in the event of participation to public tender procurements, bidders are generally required to be incorporated as a JSC. In addition, you can reach banned companies and real persons from public tenders here.

Financing a company

There are several means to finance a company. Apart from the traditional methods, such as bank loan facilities, acquisition finance is also regulated in Türkiye and offers highly demanded methods.

A Turkish company can be financed through the subscription of share capital by its shareholders/partners. At the time of the issuance of shares, no Turkish tax is generally payable by a Turkish company issuing or by a shareholder being allocated new shares.

During a share capital contribution at the incorporation stage, a quarter of the share capital amount must be paid prior to the establishment of the company and the remainder can be paid 24 months later for JSCs. The shareholders of LLPs are required to inject the cash subscription within 24 months following incorporation. The same procedure applies when share capital increases. Other rules apply to companies in certain regulated sectors, such as banks and companies dealing in securities.

There is also another procedure considered as a corporate financing tool for the companies, called the conditional capital increase. As per Article 463 of the Commercial Code, the share capital of the company may be increased by granting exchange right or purchase option to the qualified creditors or to the employees concerning the issued convertible bonds or other similar debt instruments. The articles of association of the company must reflect the terms and conditions applicable to the conditional capital increase.

The method is briefly as follows:

• the board of directors of the company drafts and resolves the amendment text of the articles of association
• the approval of the Ministry of Commerce is obtained, if necessary
• the GAM is convened in order to approve the amendments to the articles of association
• since the conditional capital increase method may cause dilution of existing shareholders’ contribution, Turkish Commercial Code provides that any convertible bond and similar debt instrument shall firstly be offered to the existing shareholders
• exchange right or purchase option is subject to an agreement executed by and between the company and the qualified creditors or the employees
• the conditional capital increase is registered before the relevant trade registry
• when the last exchange right or purchase option is used and the conditional capital increase comes to an end, the amended article of the articles of association is abolished

The Commercial Code enables JSCs to acquire their own shares provided that such acquisition does not exceed 10% of the JSC’s share capital. In order to do so, the general assembly of shareholders should authorise the board of directors; the board will determine the amount to be paid for the acquisition of the shares having regard to the minimum and maximum amounts provided in the authorisation. The purchase price should be paid from the distributable reserves of the JSC. The acquisition consent granted to the board of directors by the shareholders cannot exceed five years and such decision should include nominal value of shares together with upper and lower limits to be paid for those to be acquired. Only shares that are fully paid-in can be acquired. The foregoing rules also apply to the acquisition of a parent company’s shares by its subsidiary.

There are various restrictions on direct foreign investments in certain types of industries in Türkiye, including defence, aviation, maritime industries, banking and mining rights. In most cases, Turkish Corporation with 100% or less foreign shareholding may operate depending on restrictions in each sector.

Opening a bank account

At the incorporation phase of a JSC, as stated above, the JSC must deposit a quarter of its share capital into the bank account of the new company (that has not yet been established). Although this is not a requirement for LLPs, many companies choose to open the bank account prior to incorporation. For the share capital to be deposited to the bank account of the company, a bank account is opened with the addition of the phrase “to be incorporated” to the account holder’s name. Following the registration, the amount which has been blocked is released. Most of the banks in Türkiye provide assistance for the establishment of bank accounts to foreign investors.

Each bank will have its own account opening procedure. This will generally include providing details of the purpose of the account, anticipated activity level and details of the authorised signatories.

Utilising Office Space

Property may either be owned outright (freehold property) or rented from a landlord (leasehold property). Global multinational companies often acquire freehold property and construct their own office space. Equally, small out-of-town family businesses may own the property from which business is conducted. However, particularly in cities such as Istanbul, most small or medium-sized businesses will rent office space from a landlord.

There is an increasing number of providers of ‘cubicle’ offices in Türkiye. These cubicle offices help foreign investors to speed up the establishment of company process since the foreign investors may lose time trying to find a suitable location for the new company. The new company can be established by using the address of the cubicle office place. These cubicle offices are usually located in business districts and are popular with foreign investors at the incorporation phase, and the entities usually relocate their headquarters when the business further expands. The landlords of these cubicle offices usually provide lease agreements for a minimum term of six months.

Immigration Controls

Foreigners are required to obtain a work permit to work in Türkiye, unless otherwise provided under bilateral or multilateral agreements to which Türkiye is a party. In principle:

• foreigners who will be working in Türkiye must enter the country with a valid visa and obtain a work permit from the Ministry of Labour and Social Security
• foreigners who have entered Türkiye without a work visa must obtain a residence permit for at least six months in order to obtain a work permit

Unless a foreigner is not subject to the exemptions stated under the legislation, they will have to obtain a work permit. The legislation regulating foreigners’ work permits does not stipulate a minimum length of time the foreigner must reside in Türkiye during their ’employment in Türkiye’. In other words, short-term employment does not create an exemption under the relevant legislation.

Among others, the following criteria are taken into consideration during the evaluation of work permit applications:

• it is mandatory that at least five Turkish persons are employed per each foreign employee (except for entertainment and tourism sectors employing at least ten employees)
• the paid-in share capital of the company (employer) shall be at least TRY 500,000, or its gross sales shall amount to at least TRY 8,000,000, or the export amount for the last year shall be at least US$ 150,000, and
• the salary promised by the company to the employee shall be in accordance with the employee’s duty and competence. The regulations mandate employers to pay foreign employees based on their position varying from the minimum wage to 5 times the minimum wage. For example, foreign senior executives shall be paid at least 5 times the minimum wage where this rate is 1/1 for a foreigner employed in domestic services.

If the applicant is a foreign shareholder of a Turkish company, its shareholding in the company should be more than 20% and this shareholding should represent at least TRY 500,000, provided that the paid-in share capital of the company is TRY 500,000.

The applications for work permit can be submitted within Türkiye or abroad. In case of filing the application in Türkiye, the foreigner must first apply to obtain a residence permit if they are not a resident of Türkiye. If the application is to be filed abroad, the foreigner should directly apply for a work visa from the nearest Turkish Consulate. It should be noted that the application appointments in Turkish consulates may be conducted through an intermediary company for certain countries of origin.

A foreigner applying for their first work permit may only apply for one year. If the foreigner prefers to apply from the same employer the following year, this application may be extended to two years for the first application and three years for the third application with the same employer. After the third application, the foreigner may apply for three-year permits.

In addition to work permits, Article 11 of the International Workforce Law stipulates the conditions of the Turquoise Card, which is a document granting a specific status to foreign persons on the condition that their application is considered appropriate as per their education level, professional experience or input to science and technology. The Turquoise Card is granted for a transition period of three years initially. However, if the Turquoise Card is not cancelled within this transition period for one of the reasons stipulated under the legislation, it becomes indefinite at the end of the three-year period upon the foreigner’s application. The application conditions and evaluation criteria are set forth under the Turquoise Card Regulation.

Key Employment Laws

In general, an employee’s employment rights arise from relevant laws, regulations, employment contract or a collective bargaining agreement between a labour union and an employer.

Equal treatment

Türkiye has a number of rules aimed at the fair treatment of all workers. The main legislations regarding equal treatment are: the Turkish Constitution, the Turkish Criminal Code, the Turkish Labour Code and relevant regulations for the application of the aforementioned laws and also under the international treaties to which Türkiye is a party, ie the Universal Declaration of Human Rights, the European Convention on Human Rights, the International Covenant on Civil and Political Rights that include specific provisions in this regard and aim to prevent discrimination based on gender, language, ethnicity, ideology or religion. Male and female employees working at the same workplace, at equal efficiency and quality, must be paid equally and under Turkish legislation, some categories of individuals are especially protected against discrimination, ie employees working part time, female employees and employees working on definite-term contracts are protected under the Labour Code.

Under the Labour Code, employers are prohibited from treating part-time employees differently than full-time employees or employees on a definite-term period differently than employees with indefinite-term contracts, without material reasons. It is also prohibited for the employers to grant a lower salary for equal or similar works because of the employee’s gender.

The main purpose of the equal treatment principle is to prevent employers from treating employees under equal/same conditions differently. In other words, an employer may treat its employees differently only based on objective reasons such as task, specialism, education and seniority or subjective reasons such as competence, performance and merit. Unless there are objective and clear reasons to justify different treatment, employers are obliged to treat employees working in an entity under the same conditions equally.

Status of Employment Contracts in the Event of Business Transfer

Under Turkish law, different aspects of business transfers are regulated by different legislation, such as the Commercial Code and Labour Code.

The Commercial Code stipulates that a business may be wholly transferred without the need to separate transactions for the transfer of assets that compose the business itself. The substantial question is to what extent does an asset transfer constitute a business transfer? Any transaction pursuant to which the parties intend to transfer the essential part of the assets or business may be considered a business transfer. The determination of the essential part of a business depends on the nature of the business concerned. Generally, business transfers require the transfer of major elements or components of a business that are sufficient to enable the transferee to continue the transferred business. The major elements or components of a business include assets, employees and customers. In that sense, transfer of the components that are sufficient to enable the transferee to continue the transferred business (and disable the transferor to continue its business after the transfer) may be deemed a business transfer.

There is no correlation between the size of the asset transferred and notion of a ‘business’ for the purposes of a business transfer. The transfer of a group of assets that does not constitute a ‘business’ sufficient to carry out the commercial activity that has been conducted before would simply constitute an asset transfer and it would not include employment agreements as a part of the automatically transferred component of business.

Following this general explanation regarding the asset and business transfer, it would be appropriate to note that the status of employment agreements in an asset transfer depends on whether such asset transfer qualifies as a business transfer.

The Turkish Commercial Code does not regulate the status of employment agreements in business transfers. It can only be deduced by way of applying the Labour Code, which states that in the event of a business transfer, employment agreements that are in force on the transfer date are automatically transferred simultaneously with the business or related business unit/department to the transferee with all rights and obligations, and the business transfer does not entitle the transferee or the transferor to terminate employment contracts of the relevant employees without a valid or just cause, and solely on the basis of a business transfer.

Under Turkish law, certain employment rights such as severance payments, notice payments, and annual paid leave rights are determined according to the term of the employment. In a business transfer, the term of employment is deemed to have started from the date of the first employment by the transferor. Both the transferee and the transferor employers are jointly liable for the employee’s rights for the term before the transfer date. However, the transferor’s liability regarding such compensation is limited to two years starting from the date of the transfer. If the employment contract of an employee is terminated according to the Labour Code after the transfer date, and if the transferee is obliged to make any employment-related payment corresponding to the term prior to the transfer to such employee, then the transferee may have recourse to the transferor for compensation of such payments if this is contractually agreed.

The status of employment agreements during a demerger is regulated under the Commercial Code separately. In the event of a demerger, employment agreements are transferred to the transferee, unless the employee objects, together with all rights and debts accrued until the day of the demerger. If the employee raises an objection, then the employment agreement terminates at the end of the legal period of notice. The transferor and the transferee will be jointly liable of all receivables that are due before the demerger, and are set to become due before the termination of the agreement. The employee may request the employer to provide security over such receivables.

Termination of employment

As a general principle, employment agreements do not have to be in writing. Persons may simply be employed under verbal agreements. However, the Labour Code states that employment agreements that are executed for a term of more than one year must be in writing.

The main categorisation of employment agreements under the Labour Code is based on whether the agreement is for a definite or an indefinite term. However, there are also other types of employment agreements regulated by the Labour Code, such as part-time agreements, seasonal agreements, etc.

If no specific term is stipulated in an employment agreement, such agreement is deemed to be an indefinite-term agreement. According to the Labour Code, a definite-term agreement could be executed only based on objective conditions, such as the works that must be performed within a certain period. The Labour Code does not permit the renewal of definite-term agreements on a continuous basis unless there is a material cause. Agreements that are extended continuously without any material cause will be deemed to be indefinite-term agreements as of initiation of the related agreement.

The Labour Code does not set forth any provision prohibiting the employer to terminate employment agreements. The employee or the employer may terminate unilaterally an indefinite-term employment agreement by giving notice of termination to the other party within the notice periods set forth in the Labour Code. Legal consequences of termination may vary based on the reason of the termination. However, workplaces where at least 30 or more people are employed are subject to job security provisions and the employer may terminate indefinite-term employment contracts of the employees who have been employed for at least six months on the basis of a valid cause or a just cause. If there is no valid cause or just cause in termination of an employment agreement, the employee may initiate a restitution of employment claim.

If the total number of employees in a workplace is less than 30, such workplace will not be subject to job security provisions and the employer may terminate an employment agreement based on a just cause. Terminated employee may not initiate a restitution of employment claim, but may always challenge the existence of just cause in termination before the courts and claim payment for employment benefits such severance and notice pay.

If the employer terminates the employment agreement based on a valid cause, the employer must respect the notice periods stipulated under the Turkish Labour Code. If such prior notice is not given to the employee, then the employee will be entitled to a notice payment corresponding to the amount of the salary that they would have earned had they worked during that notice period. The minimum notice periods are set forth by the Turkish Labour Code depending on the duration of employment of the employee with the employer as follows:

In indefinite-term agreements, employees or the employer must be notified prior to the termination of the employment agreement. This rule does not apply if there is immediate termination based on a just cause.

An employee who has been working for the same employer for more than one year will be entitled to a severance payment on termination by the employer based on a just cause. In principle, the amount of the severance payment is calculated by multiplying the employee’s most recent monthly salary by the number of years they have been employed by the employer. The government periodically fixes a cap for severance payment, which is equal to TRY 46,655.43 for the first half of 2024.

In addition to the job security provisions, by an omnibus law adopted during the coronavirus pandemic, the Turkish Parliament introduced a temporary article to the Labour Code and prohibited termination of employment agreements by employers as of 17 April 2020 for a term of three months for any reason other than immoral or malicious conduct of the employee as stipulated under Article 25/II of the Labour Code or any other relevant law. This prohibition has been extended several times until 30 June 2021. However, since 1 July 2021, this is not applicable.

Minimum Wage

At the end of each year (December), the Committee for Determining the Minimum Wage convenes to issue a decision setting forth the amount of minimum wage. For the period between 1 January 2024 and 1 July 2024, the gross minimum wage (monthly amount) for employees aged 16 and over was TRY 20,002.50. Unlike the previous years, the gross minimum wage was not increased throughout 2024. At the beginning of 2025, the gross minimum wage has been determined as TRY 26,005.50, by means of a 30% increase. All employers are obliged to pay at least the minimum wage to their employees.

Mandatory Pension System

In accordance with the amendments to the Law on Personal Pension Savings and Investment System (‘Law No. 4632’), ‘automatic enrolment in the individual pension system’ was introduced in 2017.

According to Law No. 4632, those employees under the age of 45 who work in the public or private sector should be automatically enrolled in the system by their employers. According to the Law No. 4632 and the Regulation on the Procedures and Principles of the Automatic Enrolment of Employees by their Employers, the employers enrol their employees to an individual pension system launched by one of the licensed pension companies.

The legislation allows employees to opt out of the system within the first two months of enrolment. If the employees are enrolled in the system and have not opted-out within the said period, they make monthly contributions to the fund. This amount is withheld by the employer and be paid to the private pension fund that the employee is enrolled to. The minimum amount of contribution from the employee is the amount corresponding to 3% of the insurable earning. The President is entitled to increase or decrease this ratio.

Besides the mandatory contributions to be made by the employers, the legislation introduces government contributions to support the system as well.

Contracting with Third Parties

There are a number of general contracting principles in Türkiye. The key principles are as follows:

Implied terms

A limited number of terms can be implied into a contract regardless of whether they have been expressly agreed by the parties and set out in the contract. The courts can imply terms into a contract if they feel that such a term is necessary to assist with the proper interpretation of the contract. However, it should be noted that the courts are generally reluctant to imply terms into a contract unless it is absolutely necessary. Instead, the courts often rule that the relevant provision of the contract is unenforceable for uncertainty.

Penalty clauses

A penalty clause is a provision in a contract that provides for a fixed or pre-determined amount to be payable by a party in place of damages to be assessed by a court in the event that a party breaches a contract term. Such clauses are generally enforceable only up to an amount that is reasonable in light of the anticipated or actual harm caused by a breach of contract, and imposed to both parties of employment contracts.

Limitations of liability

Under Article 115 of the Turkish Code of Obligations, parties are entitled to agree to limit liability by stating that party/parties will not be liable for losses caused by slight fault such as negligence. However, it is not possible to limit the liability for losses arising from gross negligence and fraud. Turkish law is silent regarding any other criteria for the limitation of liability; however, contracting parties usually have differing objectives when negotiating limitations of liability. Liability may be limited in several ways, the most common of which are:

• limitations on the time to bring a claim
• caps on the amount of liability
• restrictions on the types of loss recoverable for a breach of contract, ie indirect loss, consequential loss, loss of profit, loss of chance, etc
• exclusions of certain types of liability

General terms/unfair contract terms

Article 20 of the Turkish Code of Obligations regulates the general terms (genel işlem koşulları). These general terms were not regulated under the abrogated Turkish Code of Obligations. These terms are considered as the provisions of a standard form agreement prepared unilaterally without the involvement of the consumers and the consumers will not have a chance to negotiate any of its terms. Therefore, any provision in these general terms that may be considered as explicitly unfair and against the interests of the consumer or that is irrelevant with the nature of the agreement will be considered as null and void by the courts. Turkish courts tend to interpret cases in favour of the consumers.

Taxation Overview

Foreign investors are also treated as equals of Turkish investors and are subject to the same requirements as Turkish investors. There are no limitations with regard to the percentage of shares held by a foreign shareholder except for certain limitations for specific sectors such as telecommunications and port operations.

The same corporation tax system applies to the profits of a branch and a company: both are subject to a corporate tax rate of 25% for the year 2025 (liaison offices are not subject to any taxation since they cannot operate commercially). The withholding tax liability over the distributed profits have increased from 10% to 15% on 22 December 2024.

Corporate tax

Corporate tax is assessed on the basis of the Corporate Tax Law, which applies to profits earned by corporations, co-operatives, state-owned companies, economic enterprises owned by associations and foundations and mutual funds and investment trusts governed by the Capital Markets Law. Corporate tax is currently levied at the rate of 25% of a corporation’s taxable income. The corporate tax base is determined by deducting expenses from an enterprise’s revenue. A dividend withholding tax at a rate of 15% applies to dividend distributions to resident and non-resident individuals and non-resident companies.

Taxes on payroll

All payments in cash, indemnities, allowances, overtime, advances, subscriptions, premiums, bonuses, expense accruals or as a percentage of profit that is not related to a partnership (the essence does not change) shall be grossed up and taxed at progressive tax rates, which vary between 15% and 40% as salary and wage income.

In principle, there are two types of taxpayers under the law: full taxpayers and limited taxpayers. Turkish residents are considered ‘full taxpayers’ and pay tax over their global revenues, whereas non-residents are classified as ‘limited taxpayers’ and are only obliged to pay tax over the revenues they generate in Türkiye.

Fulfilment of the following conditions indicates that the wage income is acquired in Türkiye for individuals with limited liability:

• if the employment service is performed in Türkiye, or
• if the services are evaluated in Türkiye

Note that the salaries paid in foreign currency to the employees employed pursuant to the operation permit of offices of limited taxpayer employers having their headquarters abroad, incorporated pursuant to the permit granted by Ministry of Treasury and Finance, are exempt from income tax.

Value added tax

VAT is assessed on the basis of the VAT Law. All deliveries of goods and services that take place in Türkiye in the context of commercial, industrial, agricultural and professional activities are subject to VAT. Imported goods and services are also subject to VAT. The person liable for the payment of VAT is the one delivering the goods or services.

The VAT that a taxpayer pays for goods and services purchased can be offset against the VAT received on deliveries of goods and services made. When the amount of VAT on sales is greater than the amount on purchases, it is this positive difference that the taxpayer pays to the tax office. Where the reverse is true, the difference is not—as a rule—refunded to the taxpayer. Instead, it is carried forward and can be offset against future VAT collections.

The general VAT rate in Türkiye is 20% however, reduced rates are applied for a number of deliveries of goods and services, such as house and medical products and devices, etc. VAT is reported and paid monthly.

However, some goods and services are exempt from VAT. Some exceptions listed under the VAT Law are: (i) the delivery of newspapers and magazines; (ii) services performed for vessels and aircrafts in ports and airports; and (iii) goods and services provided in relation to construction of infrastructure in organised industrial zones, etc.

Taxes on property

Buildings and land in Türkiye are subject to real estate tax. The taxpayer is the owner of the building or land, the owner of any usufruct over the building or land, or—if neither of these exists—any person who uses the building or land as their owner.

Stamp tax

Stamp tax is applied to a wide range of legal documents such as agreements or similar documents that have an amount on it. The tax base differs depending on the nature of the document. For agreements signed in Türkiye, the taxable event occurs when the documents are signed. For agreements signed abroad, it may be claimed that no stamp tax arises until the agreement is brought into Türkiye to be submitted to the official departments or until the terms of the document are benefited from in Türkiye.

Stamp tax is payable by the parties who sign the document. Parties to a taxable document are jointly responsible for the payment of stamp tax. Depending on the nature of the paper, the tax levied upon the paper can be either fixed or proportionate to the monetary amount in such paper. If the tax is applied proportionately, the stamp tax is only collected once, no matter how many copies of the document have been produced. However, if the paper is subject to fixed stamp tax, the stamp tax is applied multiple times for each copy produced.

Documents prepared for share transfers, mergers and demergers are held exempt from stamp tax.

Regulatory Compliance

Trade registry office filings

Companies are required to register certain changes to their governance structures, eg changes to directors, general assembly of shareholders meetings, changes to their representation structure, etc to the trade registry office of relevant city/province.

Such filings require certain documents stated in the Commercial Code, relevant secondary legislation and also on the website of the relevant trade registry office. Once the application has been filed, the trade registry office reviews it and either approves it or requests amendments/additional documents. On completion of the registration, the documents are published in the publicly available trade registry gazette. If the relevant company is subject to independent audit, it is also required to set up a company website and register it with the trade registry, set up a section titled ‘Information Society Services’, and make the statutory announcements in this section. The general information about the company (trade name of the company, its seat, the total share capital, its directors, etc) should be permanently disclosed via the website, and should be amended when needed. Furthermore, the companies should also make occasional announcements and keep such announcements available for a period of at least six months. Some examples of these occasional announcements are merger or demerger of the company, the annual general assembly of shareholders minutes or issuance of the share certificates etc.

Documents required from companies for the registration depend on: (i) the kind of the requested registration; and (ii) the type of the company (LLP, publicly held JSC, closely held JSC). More documents are requested from the publicly held companies since they are also subject to certain approval process by Capital Markets Board and announcement requirements at Public Disclosure Platform. Publicly held companies are subject to certain periodic reporting requirements as well.

Ministry filings

Companies with foreign shareholders (having foreign capital) are required to make certain filings to the Ministry of Industry and Technology. Changes with regard to their share capital, share transfers, address changes, etc are required to be notified to the ministry through E-TUYS system, the online platform of the Ministry of Industry and Technology where the individuals that the companies appointed have access by way of their e-signature.

Bribery and corruption

Bribery and providing benefits are regulated under the Turkish Criminal Code, Ethics Regulation, Regulation on the Declaration of Property, Bribery and Fight against Corruption and the Law on Public Officials.

According to the amended Article 252 of the Turkish Criminal Code, ‘bribe’, or ‘agree on bribery’ will give rise to liability for bribery. If the purpose of the benefit is to persuade the public official to perform or not to perform an activity relating to their duty, such benefit will be deemed to be bribery.

Collection of benefit is not obligatory for the commitment of this crime—agreement on bribery is sufficient to impose the penalty. The only condition regarding the benefit is that it must be obtained in return of the performance or non-performance of an activity relating to their duty.

As there is not a distinction between the lawful or unlawful performance by the public official, facilitation payments made to a public official in order to secure or expedite the official process to which the person is entitled anyway are also considered an act of bribery, which was considered as official misconduct before the amendment.

It should also be noted that extortion differs from the bribery as it concerns obtaining a benefit by making somebody endure their unlawful behaviour and by worrying this person as the work is not going to be duly completed.

According to the Law on Public Officials, it is prohibited for public officials to receive any gifts and it is also regulated under the Ethics Regulation that: ‘All sorts of goods and benefits that are accepted directly or indirectly whether having economic value or not and which affect or have the possibility to affect the fulfilment of their duties, impartiality, performance and decisions are within the context of gifts’.

The basic principle for public officials is to not receive or give gifts and to not derive interest as a result of their duties. Public officials cannot receive gifts or derive any benefit from natural or legal persons who have work, service or benefit relationships related to the duties they perform for themselves, their relatives or third persons or organisations directly or through an intermediary.

The below stated gifts are outside the scope of the prohibition of receiving gifts:

• donations that mean a contribution to the organisation for which the public officials work, which will not affect the execution of the organisation’s services in accordance with the law and that are received, provided that they are allocated for the public service, recorded in the fixed assets list of the organisation and that they are declared to the public (except for the use of an official car and other gifts received that are allocated for the service of a specific public official) and donations that are granted to the institution and organisations
• books, magazines, articles, cassettes, calendars, compact disc or such goods
• gifts or rewards acquired in publicly held competitions, campaigns and activities
• gifts having the value of souvenir that are given in publicly held conferences, symposiums, forums, panels, meals, receptions or similar activities
• advertisements and handicraft products that are distributed to everyone and that have symbolic value
• credit taken from the financial organisations according to the market conditions

In accordance with the Ethics Regulation, political party members who fall within the scope of the Ethics Regulation will not be allowed to obtain any benefits affecting their performance with respect to their routine work and according to the Turkish Criminal Code. Similarly, all kinds of benefits provided to foreign government officials in order for them to perform an action or refrain from performing an action are considered to be bribes.

As per Regulation on the Declaration of Property, Bribery and Fight Against Corruption, public officials shall deliver the gift or donation to their institution following the receipt of such gift or donation with an economic value of at least ten times of net minimum wage granted by foreign states, international organisations, other international law legal entities, any foreign real person or legal entity or institution.

Note that Türkiye has been party to several international agreements on anti-corruption regulations the Criminal Law Convention on Corruption and its additional protocol, which regulates the bribe actions of national and foreign arbitrators.

Merger control

Transactions that result in the change of control structure of an entity, are subject to merger control in Türkiye. Accordingly, intragroup transactions and minority share purchases do not generally qualify as such. On the other hand, minority share purchases that are attached to transfer of rights that give power to the minority shareholder to exercise decisive influence over the strategic decisions of the target entity may cause a lasting change in control. Such powers may generate, inter alia, from veto rights of the minority shareholder over, on a non-exhaustive basis, the business plan, annual budget, appointment of senior management team and strategic investments of the corresponding entity.

In addition, establishment of a joint venture (greenfield JVs) that would have its own resources and operational abilities of an independent entity (so called ‘fully functional’ joint venture) effectively operating in a relevant market through independent commercial relationships with third parties could be subject to the merger control as well.

In a merger or acquisition transaction, approval from the Turkish Competition Board (TCB) is required if the following turnover thresholds are met:

• the total turnover of the transaction parties in Türkiye exceeds TRY 750m (approximately US$21m or €20m) and the Turkish turnover of at least two of the transaction parties each exceeds TRY 250m (approximately US$8m or €7m) each, or
• the asset or operation subject to acquisition in the acquisition transaction and at least one of the parties of the transaction in merger transactions have a turnover in Türkiye exceeding TRY 250m (approximately US$7m or €6.5m) and the other party of the transactions has a global turnover exceeding TRY 3bn (approximately US$83m or €80m)

Turnover figures to be considered should be pertaining to the year preceding the date of the transaction.

In March 2022, the Turkish Competition Authority (TCA) introduced the term ‘technology undertakings’ to the legislation concerning merger control. Technology undertakings are defined as ‘undertakings that operate in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and medical technologies or the assets that are related to these fields’. For transactions in which technology undertakings operating in the geographical market of Türkiye, or conducting research and development activities or are providing services to users in Türkiye, are involved as the entity that is subject to acquisition, the TRY 250m (approximately US$7m or €6.5m) thresholds detailed above will not be applicable.

As per the broad definition of technology undertakings, many companies may qualify as a technology undertaking. There is no settled case law clarifying the scope of this definition yet. Therefore, the exception may apply to any company which operates in one of the fields referred in the definition of technology undertakings in Türkiye.

The relevant Turkish turnover to be taken into consideration is the combined turnover that was generated directly or indirectly as a result of its activities in Türkiye within the financial year preceding the notification. The worldwide turnover is the combined turnover of all entities that belong to the same group as the acquiring parent company.

TCA defines the term ‘combined turnover’ to comprise of the turnovers of all persons either real or legal:

• that are parties to the transaction
• that are being controlled, directly or indirectly, by parties to the transaction
• that are controlling, directly or indirectly, solely or jointly, parties to the transaction, or
• that are being controlled, directly or indirectly, by one of the persons listed above

The Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions issued by the TCA aim to clarify the interpretation and some applications of the Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board which set forth the above explained thresholds. In light of the guidelines and in recent practice, the following issues stand out:

• applied to international acquisition transactions, the TCA effectively raised the threshold for the domestic nexus of international acquisitions and also states where to find this amount. Previously, any party to an international acquisition transaction could have exceeded the turnover thresholds to trigger mandatory notification before the TCA. As of 4 May 2022, the only criteria to be taken into account by the target (of an acquisition transaction) is the lower threshold, which is now TRY 250m. The economic size of the acquirer must still exceed TRY 3bn to make the relevant transaction subject to the TCA’s approval
• the second change that has been introduced into the merger control system is the abolishment of the affected market exception. Previously, the parties were relieved of the requirement to notify (except in the case of joint ventures) if there were no affected markets in the transaction, regardless of whether or not the thresholds were exceeded. However, with the latest amendment, overlapping among the commercial activities of the transaction parties will no longer be taken into consideration when assessing the notification requirement

Data Protection

Türkiye ratified the Council of Europe’s Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data on 18 February 2016, which had been signed but unratified since 28 January 1981. Accordingly, the legislation that governs the collection, recording, processing or transfer of personal data (“DP Law”) was published in the Official Gazette dated 7 April 2016 and upon its publication in the Official Gazette, notwithstanding a six-month grace period covering certain provisions, it entered into force as of 7 October 2016. The DP Law also offered a two-year grace period for compliance of personal data collected before its publication in the Official Gazette. In addition to the main principles governing data protection in Türkiye, the DP Law sets forth the specific framework on the protection of personal data as briefly explained below:

• the DP Law provides for joint liability of the data controller and any data processors that process personal data on behalf of the data controller. Hence, data subjects can bring claims of infringement of their legal rights towards both the data controller and the data processor resulting from their joint liability explained above, both the data controller and the data processor are obliged to practice all manner of technical and administrative measures to prevent unlawful processing and unlawful access to personal data as well as to ensure protection of personal data
• the DP Law requires data controllers to register with the Data Controllers Registry (“VERBIS”). Among others: (i) data controllers having more than 50 employees or having the sum of their annual financial statements over TRY 100m; and (ii) data controllers located abroad, should be registered with the VERBIS.
• the Data Protection Authority (“DPA”), which became active in January 2017, sets out certain exemptions from the registration requirement for certain types of processing activities, such as data controllers whose annual number of employees is less than 50 and annual financial balance sheet total is less than TRY 100m (provided that the main area of activity is not processing sensitive data. Pursuant to the Article 6 of DP Law sensitive data is defined as personal data), relating to race, ethnic origin, political opinion, philosophical belief, religion, sect or other belief, clothing, membership of associations, foundations or trade-unions, information relating to health, sexual life, convictions and security measures, and the biometric and genetic data. Notary publics, attorneys, political parties, independent public accountants, certified public accountants, mediators, customs brokers, data controllers that only process personal data with non-automatic means and Associations, Foundations, and Labour Unions (provided that the personal data is only processed in accordance with their respective areas of activities and only relates to their employees, members, associated persons, and donors) may be given as examples to the legal entities which are exempt from the registration requirement
• the DP Law sets forth the following principles for processing personal data, with which the company processing personal data must comply. Processing personal data must be:
  • done fairly and lawfully
  • accurate and kept up to date where necessary
  • for specific, explicit, and legitimate purposes
  • adequate, relevant, and not excessive in relation to the purposes for which the data is processed, and
  • only retained until necessary for the purposes for which they are processed or envisaged under the relevant law
• the data controllers (save for the ones which are exempt from the registration to VERBIS obligation) are also under obligation to prepare Personal Data Retention and Destruction Policy and a data processing inventory, which will serve as the basis for the Personal Data Retention and Destruction Policy, and the information to be submitted to the VERBIS. Data processing inventory must include lists categories of personal data, purposes of processing, categories of data subject and recipients. The DP Law obliges data controllers that process special categories of personal data to prepare a policy on processing of special categories of personal data. Also, all data controllers processing personal data are required to prepare privacy notices to data subjects whose personal data are processed to address: (i) the data controller (and its designated local representative, if the data controller is a foreign entity); (ii) the purpose for processing data; (iii) to whom and for which reasons the data may be transferred to; (iv) the method of collection of data and legal grounds for data processing; and (v) the rights of the data subject granted under the DP Law and explicit consent forms if there is any processing or transfer activity requiring consent (including but not limited to cross-border data transfers). In addition to above, as per the DPA’s precedents, data controllers must also prepare a data breach response plan and review such a plan periodically.
• An amendment to the DP Law was published in the Official Gazette dated 12 March 2024 and entered into force on 1 June 2024. The amendment has been on the Data Protection Authority’s agenda for about eight years and modifies provisions (i) for the transfer of personal data abroad and (ii) for the processing of special categories of personal data.
  • Transfer of personal data abroad. Fundamental changes were made to the procedures to be followed for cross border transfer of personal data and the only practically viable method, i.e., “explicit consent”, has been abandoned. Before the amendments, the DP Law’s interpretation and the DPA’s approach for data transfers was very restrictive. As per the previous version of the Article 9 of the DP Law, personal data could only be transferred abroad upon the explicit consent of the data subjects. The amendments envisaged in the article resemble Article 46 of the GDPR. According to the amendments, a tiered structure was established for the transfer of personal data abroad: (a) An adequacy decision on cross-border personal data transfers to certain states or to certain industries in certain states or to certain international organizations, or (b) In the absence of an adequacy decision, the data processor provides one of the appropriate safeguards that DP Law defines, or (c) The transfer can only be made if it is incidental and one of the data processing conditions under DP Law being applicable. Since the DPA has not issued a white list in terms of above option (a), Article 9/4 of DP Law establishes two key and practical mechanisms for ensuring appropriate safeguards in international data transfers: (i) Standard Contractual Clauses (“SCC”) and (ii) Binding Corporate Rules (“BCR”). Another noteworthy modification is that the data processors as well as data controllers are be able to make transfers.
  • Processing special categories of personal data. As per the amendment, special categories of personal data may be processed without explicit consent in the following cases: the lawfulness of the processing is clearly stipulated in the law; the data has been publicly disclosed and is being processed in accordance with the intent underlying the disclosure; processing is necessary to establish a right (in practice, this article is interpreted to include fulfilling legal obligations); fulfilling obligations concerning employment and occupational health and safety and social assistance; or fulfillment of obligations requiring data processing by associations, foundations, and similar organizations in the course of their activities.

Protecting Key Assets and Employees

Intellectual property

A number of intellectual property rights may apply under Turkish law. These rights generally seek to protect the creator or owner of the underlying intellectual property. Some of these rights require prior registration in order to be effective, but others will apply automatically. A summary of the key rights is provided in the following table.

The Turkish Patent Institute registers trademarks, patents, licence agreements and such rights upon application. The protection starts when the application is lodged with the Turkish Patent Institute.

Useful Links

• Trade Registry Gazette
• Istanbul Trade Registry Office
• Turkish Patent Institute
• Turkish Parliament
• Ministry of Commerce
• Istanbul Stock Exchange Office
• Ministry of Foreign Affairs
• Turkish Capital Markets Board
• Ministry of Labour and Social Security
• Banking Regulation and Supervision Agency
• World Bank: Business Ready Report