Contents 10
Note on sources. The official legal texts of Türkiye are in Turkish. Each provision below is quoted verbatim in Turkish (the authoritative text) and followed by an unofficial English translation for convenience only. Where exact wording matters, the Turkish text governs.
Short Answer
A liaison office is an office a foreign company opens in Türkiye for representation, market research and promotion, without carrying out commercial activity. Under Article 3(h) of Law No. 4875 on Foreign Direct Investment and its Implementing Regulation, the permit comes from the Ministry of Industry and Technology (Article 6), commercial activity is prohibited, and the first permit runs a maximum of three years (Article 8(a)). An office that in fact trades ceases to count as a liaison office and is taxed like a branch.
Is This You?
- A foreign company wanting a representation/exploration office before entering the Turkish market,
- A company choosing between a liaison office and a branch,
- A company about to extend an existing liaison office’s term,
- Anyone working out a liaison office’s tax and personnel obligations,
- A manager whose office was found, at inspection, to have carried out commercial activity.
What Is a Liaison Office?
A liaison office is a representation unit with no separate legal personality, opened in Türkiye by a company incorporated abroad. It lets a foreign investor explore the market before any commercial commitment, coordinate supplier/customer relations, and bridge communication with the head office — under Law No. 4875 and its Implementing Regulation.
Article 3: Authority to Open a Liaison Office
4875 sayılı Doğrudan Yabancı Yatırımlar Kanunu m.3 — İrtibat büroları (h bendi)
“Müsteşarlık, yabancı ülke kanunlarına göre kurulmuş şirketlere, Türkiye’de ticarî faaliyette bulunmamak kaydıyla irtibat bürosu açma izni vermeye yetkilidir.”
Unofficial translation — The Undersecretariat may grant companies established under a foreign country’s laws permission to open a liaison office, on condition that they do not trade in Türkiye.
“Müsteşarlık” is a holdover from the Law’s original 2003 wording, never updated in this clause. Today the authority lies with the Ministry of Industry and Technology — the Implementing Regulation redefines “Ministry” accordingly (Article 3(a), Official Gazette 16/10/2020-31276).
Permit, Documents and Term
Doğrudan Yabancı Yatırımlar Kanunu Uygulama Yönetmeliği m.6 — İzin ve süre uzatma yetkisi
“Bakanlık, yabancı ülke kanunlarına göre kurulmuş şirketlere, Türkiye’de ticari faaliyette bulunmamak kaydıyla irtibat bürosu açma izni vermeye ve bu izinlerin süresini uzatmaya yetkilidir.”
Unofficial translation — The Ministry may grant companies formed under a foreign country’s laws permission to open a liaison office, on condition that they do not trade in Türkiye, and may extend such permits’ term.
The application needs an application form, an undertaking not to trade, a certified activity certificate, and a power of attorney for the office’s representative (Article 7). The permit is not indefinite:
“İrtibat bürolarına ilk başvurularda, azami 3 yıl süre ile beyan edilen faaliyet kapsamında izin verilir. Faaliyet sürelerini uzatmak isteyen bürolar, faaliyet süresinin sona ermesinden önce Genel Müdürlüğe müracaat ederler.”
(Doğrudan Yabancı Yatırımlar Kanunu Uygulama Yönetmeliği m.8 — a bendi)
Unofficial translation — First applications are granted a maximum of 3 years within the declared activity. Offices wishing to extend must apply to the General Directorate before the term ends.
The ceiling varies by activity: 5 years for representation/hosting, supplier-audit, technical-support and communication work; 10 years for a regional management centre (Article 8(b)). One category is excluded entirely:
“Pazar araştırması veya yabancı şirketin ürünlerinin ya da hizmetlerinin tanıtımını yapmak üzere izin alan büroların faaliyet süreleri uzatılmaz.”
(Doğrudan Yabancı Yatırımlar Kanunu Uygulama Yönetmeliği m.8 — b bendi)
Unofficial translation — The terms of offices permitted for market research, or for promoting the foreign company’s products or services, are not extended.
Such an office simply closes after its first three years.
The Prohibition on Commercial Activity
The ban on commercial activity is inspected, not merely declared:
“Denetim sonucunda ticari faaliyet yürüttüğü tespit edilen büroların ise faaliyet izni iptal edilerek ilgili mercilere bildirilir.”
(Doğrudan Yabancı Yatırımlar Kanunu Uygulama Yönetmeliği m.8 — d bendi)
Unofficial translation — The permit of offices found, on inspection, to have carried out commercial activity is revoked and the matter reported to the relevant authorities.
The Danıştay 4th Chamber gave this teeth in a case where employee and customer statements showed a liaison office was actually running sales, marketing and after-sales follow-up. The Chamber held:
“ticari faaliyette bulunması dolayısıyla da irtibat bürosu olma özelliğini kaybettiği, buna göre, irtibat bürosu olma özelliğini kaybeden kurumun, ticari faaliyetin vergilendirilmesi gerektiği, söz konusu vergilendirme usulünün dar mükellef kuruma ilişkin yukarıda değinilen mevzuat uyarınca yapılacağı”
(Danıştay 4. Daire, E. 2020/1982, K. 2022/3633, T. 06.06.2022 — bozma)
Unofficial translation — …that [the office], by trading, had also lost its status as a liaison office; that the activity of an entity that has lost that status must therefore be taxed; and that this taxation must follow the legislation on limited-taxpayer corporations referred to above.
In practice: a trading office loses its shelter, is treated like a branch, and is taxed as a limited-taxpayer corporation — its representative can be held liable too. The decision’s citation record is clean (green flag, no later change).
Liaison Office, Branch or Company?
- Liaison office: no commercial activity; cannot earn or transfer profit; expenses covered with foreign currency from abroad (Article 6). First permit: max 3 years.
- Branch: the foreign company’s commercial extension; earns income, taxed as a limited taxpayer under Law No. 5520 on Corporate Tax.
- New company: a separate Turkish legal entity; a full taxpayer since its centre is in Türkiye.
Explore-only entries fit a liaison office; trading needs a branch or new company. (See our articles on setting up a company in Türkiye and on taxation of foreign companies.)
Tax and Personnel Status
In a private ruling dated 21.05.2024, the Revenue Administration confirmed that liaison offices cannot trade or otherwise earn income beyond their permit, and must cover expenses with foreign currency from abroad — a genuine, in-scope office need not register for corporate tax. That exemption falls away once trading actually occurs, as the Danıştay decision above shows.
Staffing is separately capped:
“4875 sayılı Kanun kapsamında faaliyet gösteren irtibat bürolarında, yetki belgesi sahibi en fazla bir kişiye; büro faaliyetleri için son yıl içinde yurt dışından en az 200.000 ABD Doları veya karşılığı döviz getirilmiş olması kaydıyla, Bakanlıkça çalışma izni verilir.”
(Doğrudan Yabancı Yatırımlarda Yabancı Uyruklu Personel İstihdamı Hakkında Yönetmelik m.6)
Unofficial translation — In liaison offices under Law No. 4875, a work permit is granted by the Ministry to at most one power-of-attorney holder, on condition that at least USD 200,000, or its equivalent, was brought in from abroad for the office’s activities within the last year.
Common Mistakes
- Assuming trading is possible. A trading office is caught at inspection and taxed as a limited-taxpayer corporation (Danıştay 4th Chamber holding, above).
- Acting beyond the declared scope. The permit is limited to the activity declared under Article 7; exceeding it triggers revocation (Article 8(d)).
- Assuming one extension rule fits all. Market-research/promotion offices are never extended; others cap at 5-10 years (Article 8(b)).
- Missing the annual filing. If the yearly activity form isn’t sent by end of May, an extension request isn’t even assessed (Article 8(ç)).
- Assuming the tax exemption is automatic. It depends on staying within the permit’s scope; otherwise a corporate-tax liability arises.
Summary
- A liaison office represents a foreign company in Türkiye without trading, under a Ministry permit (Article 3(h) of Law No. 4875; Article 6 of the Implementing Regulation).
- First permit: max 3 years; extensions run 5-10 years by activity type; market-research/promotion offices are never extended (Article 8(a)-(b)).
- Commercial activity is strictly banned; a trading office loses liaison status and is taxed as a limited-taxpayer corporation (Danıştay 4th Chamber holding, above).
- A genuine liaison office needs no corporate-tax registration; expenses are covered with foreign currency from abroad (Revenue Administration ruling, 21.05.2024).
- At most one authorized employee, conditional on USD 200,000 in foreign-currency inflow the last year (Employment Regulation, Article 6).
Frequently Asked Questions
What is a liaison office?
A liaison office is a unit that a company established abroad opens in Türkiye purely for representation, market research, communication and coordination, without carrying out commercial activity. Under Article 3(h) of Law No. 4875 on Foreign Direct Investment, the permit for this office is obtained from the Ministry; the office itself has no separate legal personality.
Can a liaison office carry out commercial activity?
No. Under Article 6 of the Implementing Regulation, the Ministry grants foreign companies permission to open a liaison office on condition that they do not carry out commercial activity in Türkiye. The Danıştay 4th Chamber has also held that an office actually carrying out commercial activity loses its status as a liaison office (E. 2020/1982, K. 2022/3633).
Where is the liaison office permit obtained, and how long does it take?
The permit is obtained from the Ministry of Industry and Technology. Under Article 6 of the Implementing Regulation, if the required information and documents are complete, the application is concluded within fifteen working days of the application date.
For how many years is a liaison office opened?
Under Article 8(a) of the Implementing Regulation, on first applications the permit is granted for a maximum of 3 years within the declared scope of activity. An office wishing to continue its activity at the end of the term must apply to the General Directorate for an extension before the term expires.
Is the extension period the same for every type of activity?
No. Article 8(b) of the Implementing Regulation caps the extension at a maximum of 5 years for representation/hosting, supplier-audit, technical-support and communication activities, and at a maximum of 10 years for a regional management centre. Offices permitted solely for market research or promotion are not extended at all.
What documents does a liaison office application require?
Under Article 7 of the Implementing Regulation, the application is made to the Ministry with an application form, an undertaking that the office will not carry out commercial activity, the foreign company's certified certificate of activity, the company's activity report or balance sheet, and a power of attorney for the office's representative.
What happens if a liaison office actually carries out commercial activity?
Under Article 8(d) of the Implementing Regulation, if commercial activity is detected during an inspection, the office's permit is revoked and the matter is reported to the relevant authorities. The Danıştay 4th Chamber has likewise held that such an office ceases to count as a liaison office and that the income obtained must be taxed as the income of a limited-taxpayer corporation (E. 2020/1982, K. 2022/3633).
What is the difference between a liaison office and a branch?
A liaison office cannot carry out commercial activity and cannot earn or transfer profit (Article 6 of the Implementing Regulation). A branch, by contrast, is the commercial extension of the foreign company; it earns income and is taxed on the limited-taxpayer basis.
Does a liaison office pay tax?
According to a private ruling (özelge) of the Revenue Administration, an office genuinely established as a liaison office and staying within the scope of its permit does not need to be registered for corporate tax; its expenses are covered with foreign currency remitted from abroad. If it in fact carries out commercial activity, however, this exemption falls away.
How many people can a liaison office employ?
Under Article 6 of the Regulation on the Employment of Foreign Personnel in Foreign Direct Investments, a work permit is granted to at most one person holding a power of attorney, on condition that at least USD 200,000, or its equivalent in foreign currency, has been brought in for the office's activities within the last year.
What must be done if a liaison office is closed?
Under Article 8(e) of the Implementing Regulation, when the activity comes to an end, a cessation/inspection slip obtained from the relevant tax office is sent to the General Directorate. Liaison offices may not request any transfer other than the balance arising from closure and liquidation.
What is a liaison office suitable for?
A liaison office is suitable for non-commercial work such as market research, representation and promotion of the foreign company in Türkiye, coordination of supplier/customer relations, technical support, and acting as a regional management centre. It is often chosen as a preparatory stage before entering the Turkish market with a commercial commitment.