The establishment of a presence in Türkiye by an association or foundation formed abroad is not a step that may be taken freely. The opening of a branch or representative office in the country by such organisations is made subject to prior administrative permission, and the path to that permission is full of technical detail.
The process begins with an application; the content of the application, the completeness of the documents attached to it and the accuracy of the information contained in the organisation’s charter are decisive in whether permission is granted. In practice, in the great majority of files that meet with refusal or delay the difficulty lies not in the substance but in this preparatory stage.
Below we address separately the scope of the permission requirement for foreign foundations and foreign associations, the conduct of the application to be made to the Ministry of Interior, the duration and extension of the permission granted, and the annual notification obligations that arise once operations have begun.
The Permission Requirement for Foreign Foundations
For a foreign foundation to carry on activities directly in Türkiye, to establish a representative office or branch, to form an umbrella organisation or to work jointly with foundations established in the country, the opinion of the Ministry of Foreign Affairs must first be obtained and the Ministry must then grant permission for those steps.
The making of such a request is further subject to two conditions: that there is benefit in cooperation at the international level, and that the cooperation rests on the principle of reciprocity. For foundations that obtain the necessary permission and begin operating in the country, the provisions of the Turkish Civil Code No. 4721 concerning foundations find application.
Branch and Representative Office Applications by Foundations
Foreign foundations direct their requests to establish a representative office or branch in Türkiye to the Ministry of Interior, once they have completed the necessary documents. The application file must include the charter showing the foundation’s title, its founders, its officers, its book records and its seat. The file may be delivered to the Ministry by hand, or it may be sent by post.
On receipt of the application, the Ministry of Interior examines the form and the other documents attached to the file. If a deficiency is identified in the examination, its rectification is requested. Following this stage, the opinion of the Ministry of Foreign Affairs on the application is obtained, and the Ministry of Interior conducts its assessment within the framework of that opinion.
A favourable outcome to the assessment means that the foundation has obtained the permission required to begin operating in Türkiye. The type, scope and duration of the permission are also stated in the Ministry’s decision. Permissions for the opening of a representative office or branch are not limited in time.
A favourable decision is notified to the person who made the application. The decision is also transmitted, together with the application form and the other documents in the file, to the relevant governorship within 10 days.
Where the permission is granted for a fixed term, that term may be no longer than 5 years. Where the term proves insufficient, the Ministry may exercise its power to extend it. The request for extension must be transmitted at least 3 months before the term expires; it must be submitted in writing and together with its grounds.
The Annual Notification Obligation of Foundations
Foreign foundations that have duly completed their application and obtained permission to operate in Türkiye are obliged to submit, at the end of each year, a notification concerning the activities involving expenditure that they carried out during that year. The notification is addressed to the governorship of the place where the foundation has its seat; the governorship passes the documents it receives on to the Ministry.
Beyond this, foreign foundations that have been granted permission to operate must also send the Ministry samples of the written and visual publications relating to each of the activities they carry out.
The Permission Requirement for Foreign Associations
The carrying on of activities in the country by a foreign association, and its opening of a representative office or branch, are likewise subject to permission; permission is granted by the Ministry after the opinion of the Ministry of Foreign Affairs has been obtained. Associations that obtain permission by following this procedure and carry on activities in Türkiye are governed by the provisions of the legislation applied to associations established in the country.
Representative Office or Branch Applications by Associations
Foreign associations likewise submit their representative office and branch requests to the Ministry of Interior once they have prepared the documents. The application must include the charter containing information such as the association’s title, its founders, its officers, its book records and its seat. The application may be made to the Ministry directly, or it may be transmitted by post.
The association’s application to carry on activities in Türkiye and the documents it has attached to the file are taken up for examination by the Ministry of Interior. After any matters found to be deficient in the course of the examination have been completed, the opinion of the Ministry of Foreign Affairs is sought.
Once that opinion has been obtained, the Ministry of Interior assesses the application. If the assessment results favourably, the type, scope and duration of the permission accorded to the association to carry on activities in Türkiye are recorded in the decision given.
Where the application concludes with a favourable decision, the position is notified to the applicant. The decision is also sent, together with the application form and the documents attached, to the relevant governorship within 10 days.
Where the Ministry limits its permission to a fixed term, that term may not exceed 5 years. Where the term accorded proves insufficient, an extension may be sought. A written request must be made for the extension; that request must state its grounds and must be submitted at least 3 months before the term ends.
The Annual Notification Obligation of Associations
Foreign associations permitted to operate in Türkiye are under the same obligation as foundations: at the end of each year they must give notification of the activities involving expenditure for that year. The notification is submitted to the governorship of the place where the association has its seat, and the governorship transmits all of the relevant documents to the Ministry.
In the same way, these associations are obliged to send the Ministry samples of the written and visual publications relating to each activity they carry out.
Independent Legal Assessment
The establishment of foreign associations and foundations in Türkiye is a permission procedure rather than an act of incorporation. The involvement of two separate ministries in that procedure has a direct bearing on how the file is prepared; a charter text that is incomplete or inconsistent may lead not merely to delay but to an unfavourable opinion. The impression that the process ends once the operating permission has been obtained is also misleading, since the obligations to give notification and to send publication samples arise afresh each year.
In work carried out in this field, the following points in particular should be observed:
- Drawing up the charter text so that it reflects in full the information on the title, founders, officers, book records and seat
- Documenting, before the application is made, the conditions of reciprocity and of benefit in international cooperation as they apply to foundations
- Establishing from the text of the decision whether the permission has been granted for a fixed term or without limit of time, and, in the case of fixed-term permissions, diarising the three-month extension application
- Putting in place an internal monitoring arrangement to ensure that the annual expenditure notification is submitted to the correct governorship and on time
- Archiving publication and promotional materials in an orderly manner so that they may be sent to the Ministry
Independent Legal provides advisory services in the organisation of foreign associations and foundations in Türkiye, from the preparation of the application file to the management of the obligations arising after permission has been granted.