Moving Company Headquarters from Turkey Abroad | Legal Guide

Overview

Under the Turkish Commercial Code (TCC), it is possible for a company established in Turkey to relocate its headquarters abroad. However, this process is subject to strict legal requirements, including protecting creditors, obtaining tax and social security clearance, and formal trade registry procedures.

Legal Requirements

To move a company headquarters abroad, the following conditions must be met:

1. Shareholder Resolution
   • The competent body (usually the General Assembly) must approve the relocation with the required quorum.
   • The resolution must be notarised and filed with the Trade Registry.
2. Creditor Protection
   • Creditors must be notified through:
     • Direct notices (registered mail), and
     • Announcements in the Turkish Trade Registry Gazette.
   • The company must obtain either:
     • Written consent from creditors, or
     • Proof that all debts have been paid or secured.
3. Tax & Social Security Clearance
   • A letter must be obtained from the Tax Office and Social Security Institution confirming that the company has no outstanding obligations.
4. Continuity of Business Abroad
   • Documentation proving that the company will continue its activities abroad, issued by the relevant foreign authority, and translated into Turkish.

Step-by-Step Procedure

1. Pass a General Assembly decision to move the headquarters abroad.
2. Notify and secure the rights of creditors.
3. Obtain tax and SGK clearance letters.
4. Register the decision with the Turkish Trade Registry Directorate.
5. Submit documents to prove continuity of the company in the foreign jurisdiction.
6. The Trade Registry deletes the company’s Turkish record once requirements are satisfied.

Related reading: Liquidation of a Company in Turkey.

Documents Required

• Notarised copy of the General Assembly resolution.
• Newspaper/registry announcements proving creditors were informed.
• Written consents of creditors or proof of debt settlement.
• Clearance letters from the tax office and social security institution.
• Official documentation from the foreign authority confirming the company’s activity will continue.
• Turkish translations of all foreign documents.

Key Considerations for Foreign Investors

• Cross-border compliance: The foreign jurisdiction must legally allow inbound headquarters relocations.
• Timing: Creditor protection announcements take several weeks.
• Alternative: If relocation is not feasible, consider establishing a foreign branch or a new entity abroad. See: Foreign Company Branch in Turkey.

Key Takeaways

• Moving headquarters abroad is legally possible but requires strict compliance with Turkish law.
• Protection of creditors and clearance from tax/SGK are mandatory.
• The process ends with deregistration from the Turkish Trade Registry.

Professional Legal Guidance

MFY Legal provides full support in cross-border headquarters transfers, including shareholder resolutions, creditor protection, tax clearance, and coordination with foreign authorities.

Contact us for seamless relocation of your company’s headquarters from Turkey to abroad.