A branch of a foreign company in Türkiye is not liquidated under Articles 529–548 of the Commercial Code: it has no separate legal personality. It is closed by a resolution of the parent, deletion from the trade register and closure of the tax and SGK files. A liaison office (irtibat bürosu) is closed by withdrawal of the Ministry of Trade permit. Branch debts remain debts of the parent. A locally incorporated Ltd. Şti. is not a branch and can be closed only by liquidation.
When to close a branch rather than a company
Close the branch if the parent is leaving the Turkish market, switching to a local Ltd. or has stopped trading from the Turkish address. Close the liaison office if the Ministry of Trade permit is no longer needed. While the entry or the permit is live, “we no longer operate” is not an argument for the registry or the Ministry.
How a branch differs from Ltd. liquidation
– There is no Turkish shareholders’ meeting and no liquidator under the Commercial Code.
– There is no three-call creditor procedure and no three-month wait under Article 543. Those rules apply to a Turkish company.
– Branch debts are debts of the parent.
– After deregistration the branch manager remains answerable for the period of office: tax, employment and acts under a power of attorney.
– A Turkish Ltd. with the same beneficiary is closed separately, by full liquidation.
Steps to close a branch
– Resolution of the parent’s competent body. For a foreign head office: apostille and a sworn Turkish translation.
– Review contracts, employees, the lease, the bank and outstanding returns.
– Delete the branch from the trade register.
– Close the tax and SGK files and file the final returns.
– Close the account and release the registered address.
– Notify the chamber of commerce if the branch was a member.
A liaison office is closed by an application to the Ministry of Trade to withdraw the permit, then by tax deregistration.
How long branch closure takes
A branch with no employees, no litigation and no open VAT often closes in a few weeks or two to three months, unless the tax office opens an audit. Delays come from missed returns, an open SGK file, a lease and a manager’s power of attorney revoked too early. A liaison office waits on the Ministry, not on the trade registry.
What not to sign
Do not file a Ltd. liquidation form if the entity being closed is a branch. Do not revoke the manager’s power of attorney before the final returns. Do not tell counterparties that the branch debt disappeared with the registry entry.
FAQ
Is a branch in Antalya closed like a company in Istanbul? No. A branch is removed by a parent resolution. A Ltd. Şti. goes through Commercial Code liquidation.
Does branch debt disappear after deletion? No. The liability stays with the parent.
Does a branch need a liquidator? No. A liquidator is appointed only when a Turkish Ltd. or A.Ş. is liquidated.
How is an irtibat bürosu closed? By an application to withdraw the Ministry of Trade permit, then tax deregistration. The Ministry’s response time is not part of the company-liquidation statute.
RT-Union closes branches and liaison offices in Antalya, Istanbul, Ankara, Izmir and Alanya. If there is already a tax assessment or a claim, the dispute is fixed before the entry is removed. +90 (552) 647-07-17, +7 (812) 210-00-77.
