Closing a Foreign Company Branch in Turkey in 2026

Chukavin Pavel · 2026-09-07

Introduction

European, Russian and other foreign groups often enter Turkey through a branch (şube) rather than a standalone Ltd. Şti. or A.Ş. A branch can trade, hire staff and sign contracts, but it is not a separate legal person. When the project ends, the local manager resigns, or the parent winds down its Turkish presence, the reverse task is a clean exit.

That exit is not a Turkish company liquidation. The correct procedure is şube terkini: deletion from the trade registry, tax deregistration, SGK closure and resignation from the chamber of commerce. Treating the file as an Ltd. Şti. tasfiye produces the wrong documents and extra months.

RT Union — Turkish International Law & Consulting Firm — has coordinated these closings since 2002 from offices in Turkey and Russia: apostilled parent resolutions, provincial trade registry filings, tax and social-security wind-down, and labour mediation with the local director.

A branch is not a Turkish company

Under Turkish Commercial Code No. 6102 a foreign company’s branch operates within the parent’s objects. It typically has:

— a MERSIS number and a trade-registry file in the province of its registered address — often not Istanbul;

— a tax ID (VKN) at the local tax office;

— membership of the relevant chamber of commerce and industry;

— one or more authorised representatives (şube müdürü, operational signatory) with sole (münferiden) or joint (müştereken) authority;

— an employer registration with SGK if there are employees.

A resignation letter from the manager does not delete the MERSIS record. Until the registry is updated, a person still listed with sole signing authority may bind the branch.

Why groups close a Turkish branch

— The project in Turkey is finished.

— The Turkish manager resigns and demands deletion of his or her powers from the registry, tax office, SGK and banks.

— The parent switches model: a local Ltd. Şti., or a full market exit.

— Two sole signatories remain on the file and only one of them is still active.

Step-by-step: şube terkini

Step 1. Take a current snapshot

Do not rely on the incorporation pack. Obtain a fresh MERSIS / trade-registry extract, chamber certificate, VKN card, SGK workplace file, bank list, e-signature / KEP access, lease and headcount. The registered address and the actual workplace (for example a client site) often differ. That affects where filings go and which assets must be handed over.

Step 2. Parent-company resolution

The body that opened the branch (shareholders, board) should resolve to:

— discontinue the Turkish branch;

— revoke every sitting representative;

— appoint a winding-up representative for the closing period;

— authorise termination of employment contracts and takeover of assets;

— issue a power of attorney covering the registry, tax office, SGK, chamber, banks and mediation.

The resolution is apostilled under the 1961 Hague Convention (or consularised) and sworn-translated into Turkish. The trade registry will not accept the pack without this.

Step 3. Change signatories before terkin

If the manager has left and no other representative remains, the branch has nobody who can sign filings. The first Turkish registration act is therefore not deletion of the branch, but tescil of a new authorised person and removal of the outgoing names, plus a signature circular for banks and the notary.

Where two people hold sole authority, both must be removed. Leaving the second name on the file preserves that person’s power.

Step 4. Employment and mandatory mediation

A branch manager is usually an employee under Labour Law No. 4857. Striking the person from the registry is not a dismissal. Before a labour lawsuit, mediation (arabuluculuk) is mandatory.

The cooperative route is a termination agreement (ikale) plus a handover protocol for the seal, logins and files. Severance (kıdem), notice (ihbar) and unused leave are calculated on length of service. The mediator’s fee is separate from the lawyers’ fee. If no settlement is signed, the dispute leaves the standard closing track.

Step 5. Tax office, SGK, chamber, banks

The new representative requests clearance and closes:

— the tax workplace at the competent vergi dairesi / Dijital Vergi Dairesi;

— the SGK employer file;

— chamber membership;

— bank accounts after tax letters;

— customs or other bodies only if the activity required them.

The parent pays outstanding liabilities. Branch terkin does not write off tax or employee claims.

Step 6. Assets, seal, electronic access

Record a handover protocol: constitutional documents, seal, e-signature tokens, bank devices, accounting data, site passes. Without it, tax closure is harder and the outgoing manager cannot be given the written confirmations he or she usually demands.

Step 7. Terkin at the trade registry and MERSIS

Once tax and related bodies raise no obstacle, the branch is deleted. A confirmation pack is then issued for the parent and, if requested, for the former representative.

Timeline

With a complete apostilled pack and a cooperative manager, 4–6 months is realistic. Delay follows if the apostille is slow, tax-cabinet passwords are missing, tax or SGK show debt, the manager ignores mediation, or a forgotten sole signatory remains on MERSIS. Drafting is the short part; clearance letters and the provincial registry queue take the time.

Document checklist

Parent

— Resolution to close the branch and appoint the winding-up representative.

— Power of attorney.

— Apostille and sworn Turkish translation.

— Current extract from the parent’s home registry.

Branch

— Fresh MERSIS and trade-registry extracts — not three-year-old scans.

— Existing powers of attorney and signature circular.

— Manager’s resignation letter, if any.

— Employment contract and SGK data.

— Tax-cabinet access and e-books from the branch opening date.

— Lease, banks, seal.

Frequent mistakes

— Running a full Ltd. Şti. liquidation instead of şube terkini.

— Removing only the manager and leaving a second sole signatory on the file.

— Treating resignation, dismissal and terkin as one act.

— Starting tax closure before the new representative is registered.

— Ignoring mandatory mediation where a labour contract exists.

FAQ

1.Can we close the branch without travelling to Turkey?

Parent documents can be prepared abroad. The notary, provincial registry, tax office and mediation require a person on the ground — the liquidator or a locally instructed lawyer.

2.Must we use an external liquidator?

Someone must be on the registry. That can be the parent’s own employee if the registry accepts the candidate. If there is no suitable person, or the outgoing manager is hostile, an external winding-up representative is appointed.

3.What happens to branch debts?

They remain the parent’s. Terkin does not extinguish tax arrears or employee claims.

4.Is a liaison office closed the same way?

No. A liaison office (irtibat bürosu) is wound down through the Ministry of Industry and Technology, not as a commercial şube terkin.

5.What does the work cost?

Fees depend on whether an external liquidator is required and whether the manager disputes termination. Official charges, notary, translations, apostille and the mediator are always extra. We quote after reviewing the MERSIS extract.

Conclusion

Closing a foreign company’s Turkish branch in 2026 is a sequence: parent resolution, change of MERSIS signatories, Labour Law 4857 mediation where needed, then tax, SGK, chamber and terkin. Four to six months is achievable if the registry picture is current and no extra sole signatory is left behind.

RT Union runs the file end to end from Turkey and the parent jurisdiction. Contacts: WhatsApp +90 552 647-07-17 · +7 812 210-00-77 · info@rt-union.com · rt-union.com/en