The appointment of a foreign national as director or manager of a Turkish company is legally straightforward in concept — the Turkish Commercial Code (Türk Ticaret Kanunu, TTK, Law No. 6102) imposes no nationality restriction on directors of joint stock companies (anonim şirket, AŞ) or managers of limited liability companies (limited şirketi, LTD) — but administratively complex in execution. Before a foreign director can be registered with the trade registry, the company must: prepare a TTK-compliant board resolution or general assembly decision appointing the director; obtain a Turkish tax identification number (vergi kimlik numarası) for the foreign individual; file the appointment through the MERSIS (Merkezi Sicil Kayıt Sistemi) electronic registration system; submit physical documentation to the Trade Registry Office (Ticaret Sicili Müdürlüğü) for registration; obtain publication of the appointment in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicil Gazetesi); and prepare a signature circular (imza sirküleri) if the director will be authorized to sign documents on behalf of the company in Turkey. Each of these steps conditions the next — and the sequence cannot be compressed beyond what the administrative systems permit. For foreign nationals who will be physically present and active in Turkey, the additional question of work permit obligation under the International Workforce Law (Law No. 6735) must be assessed and resolved separately. This guide explains each step of the process under current Turkish law. Practice may vary by authority and year — verify current MERSIS filing requirements and trade registry procedural standards directly before initiating any foreign director appointment.
TTK framework — director appointment in AŞ and manager appointment in LTD
A lawyer in Turkey advising on foreign director appointments must explain that the applicable TTK framework differs between the two main Turkish company types — and the company type determines who has authority to appoint the director, what the appointment decision must contain, and what documentation the trade registry requires. For joint stock companies (AŞ), the board of directors (yönetim kurulu) is appointed by the general assembly (genel kurul) under TTK Article 363 — the general assembly resolution appointing board members must specify each board member's identity, the term of their appointment, and their representation authority. The board of directors' authority to bind the company, and the specific rules on joint versus individual signature, are typically specified in the company's articles of association (esas sözleşme) and reflected in the board resolution and subsequently in the trade registry registration. Practice may vary by authority and year — verify current TTK Article 363 general assembly resolution formality requirements and the specific trade registry documentation standard for AŞ board member appointments before drafting any board appointment resolution for an AŞ with a foreign board member.
An Istanbul Law Firm advising on manager appointments in LTD companies must explain that the limited liability company manager appointment framework under TTK Articles 623–632 is structurally different from the AŞ board appointment framework — and the appointment document, the representation authority structure, and the trade registry filing requirements differ accordingly. Under TTK Article 623, the LTD company is managed and represented by one or more managers (müdür) who can be either shareholders or third parties (including foreign nationals who are not shareholders). The manager appointment can be made in the company's articles of association at formation, or by a shareholder general assembly decision (ortaklar kurulu kararı) during the company's life. The manager appointment decision must be registered with the trade registry and published in the Trade Registry Gazette under TTK Article 626 — and until registration, the appointment is not effective against third parties. Practice may vary — verify current TTK Articles 623–632 LTD manager appointment formality requirements and the specific trade registry documentation checklist before preparing any LTD manager appointment decision for a foreign national manager.
A law firm in Istanbul advising on the representation authority structure in foreign director appointments must explain that the scope of the foreign director's or manager's authority to bind the company — whether they can sign independently, or must sign jointly with another authorized person — is the most commercially significant element of the appointment decision and is specified in both the appointment decision and the trade registry registration. TTK Article 370 provides that, unless the articles of association or a board decision specifies otherwise, the company is bound by the signatures of any two board members. A company that wants to authorize a foreign director to sign independently (tek imza) must specifically provide for this in the articles of association or in a board decision, and this authorization must be reflected in the trade registry registration and the signature circular. Conversely, a company that wants to require joint signature (çift imza — two signatures required to bind the company) must also specifically reflect this requirement in the registration. The signature authority structure directly affects the foreign director's ability to execute contracts, open bank accounts, and represent the company in official proceedings — and it must be designed with the company's operational needs in mind. Practice may vary — verify current TTK representation authority registration requirements and the specific imza sirküleri format required by Turkish banks and notaries before designing any foreign director's signature authority structure. The broader director liability framework is analyzed in the resource on director liability for company debts in Turkey.
Turkish tax identification number — the prerequisite for all filings
An English speaking lawyer in Turkey advising on the tax identification number requirement for foreign directors must explain that obtaining a Turkish tax identification number (vergi kimlik numarası) for the foreign national is the first administrative step that must be completed before the MERSIS registration can proceed — because MERSIS requires the tax identification number as a mandatory field in the director registration record. The tax identification number for a foreign individual who does not reside in Turkey is obtained from the local tax office (vergi dairesi) in the location of the company's registered address. The application requires the foreign national's passport (original or certified copy) and typically their foreign national identification document or equivalent. The tax identification number is distinct from the potential future obligation to file Turkish income tax returns — the number is a registration identifier that does not by itself create a tax liability in Turkey. A non-resident foreign director who is not earning income in Turkey and is not deemed tax-resident in Turkey under the domestic or double taxation treaty rules does not have a Turkish income tax filing obligation simply by virtue of holding a directorship — but this analysis must be specifically done for each appointment. Practice may vary by authority and year — verify current tax office procedures for obtaining a Turkish tax identification number for a non-resident foreign national and the specific documentation requirements before initiating the tax identification number application for any foreign director appointment.
A Turkish Law Firm advising on the tax residency implications of Turkish company directorships for foreign individuals must explain that a foreign national who serves as director of a Turkish company and physically spends significant time in Turkey in connection with that role faces a potential Turkish income tax residency risk under the domestic tax residence rules of the Income Tax Law (Gelir Vergisi Kanunu, GVK). GVK defines tax residents as individuals who are "domiciled" in Turkey or who stay continuously in Turkey for more than six months in a calendar year (the 183-day rule). A non-resident foreign director who travels to Turkey regularly for board meetings and company management — and whose cumulative time in Turkey in a calendar year approaches or exceeds 183 days — may be assessed as a Turkish tax resident with global income tax liability. Turkey's network of double taxation agreements (DTAs) with many countries modifies this domestic rule for DTA partner country residents — typically limiting Turkey's taxing right to income sourced in Turkey — but the domestic residency risk must be assessed specifically for each director's travel pattern. Practice may vary — verify current GVK tax residency standards and any applicable DTA provisions for the foreign director's country of residence before designing any foreign director appointment where regular travel to Turkey is expected. The tax residency framework for foreigners is analyzed in the resource on tax residency in Turkey for foreigners.
A lawyer in Turkey advising on SGK social security registration for foreign directors must explain that the social security registration obligation under Law No. 5510 (Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu) can apply to foreign directors who are physically active in Turkey — creating a premium payment obligation for both the company (as employer) and the individual. Under Turkish social security law, a foreign national working in Turkey under a service relationship or serving as a company manager with active operational duties in Turkey is generally subject to Turkish social security registration and premium payment unless a bilateral social security agreement (which Turkey has concluded with many countries) provides for exemption. Non-resident foreign directors who do not perform active work in Turkey — who attend board meetings remotely or who travel to Turkey only occasionally for formal board sessions — are in a different position from those who are physically based in Turkey and making day-to-day management decisions. The distinction between a non-executive director who attends board meetings and an actively managing director who controls operations requires fact-specific analysis. Practice may vary — verify current SGK registration obligations applicable to foreign directors in the specific operational context before any director appointment where social security treatment is unclear. The work permit framework applicable to actively working foreign directors is analyzed in the resource on work permit lawyer in Turkey.
MERSIS registration and trade registry filing
An Istanbul Law Firm advising on the MERSIS registration process for foreign directors must explain that MERSIS (Merkezi Sicil Kayıt Sistemi) is the electronic registration system through which Turkish companies file corporate changes — including director appointments — with the trade registry, and it is the entry point for all director registration filings before physical submission to the Trade Registry Office. The MERSIS director appointment filing requires: the foreign national's Turkish tax identification number (obtained as described above); their passport information; their Turkish address or foreign address; their proposed role description and representation scope; and the supporting appointment decision. MERSIS generates a filing number that is referenced in the physical documentation submitted to the Trade Registry Office. The MERSIS filing must be consistent with the physical appointment decision — any discrepancy between the MERSIS electronic filing and the physical board resolution creates a rejection at the trade registry review stage and requires correction before registration can proceed. Practice may vary by authority and year — verify current MERSIS field requirements for foreign director registration and the specific consistency requirements between electronic filing and physical documentation before initiating any MERSIS foreign director appointment filing.
A law firm in Istanbul advising on the physical documentation requirements at the Trade Registry Office must explain that after the MERSIS electronic filing is complete, the physical documentation package submitted to the Trade Registry Office (Ticaret Sicili Müdürlüğü) for a foreign director appointment in an AŞ typically includes: the notarized general assembly resolution appointing the director; the notarized director consent letter (kabul beyanı) signed by the foreign director confirming acceptance of the appointment; a certified copy of the foreign director's passport; the tax identification number document; the MERSIS filing confirmation; and payment of the applicable trade registry fee. For an LTD manager appointment, the documentation package includes the notarized shareholder general assembly decision appointing the manager, the manager consent letter, and the same identity and tax identification documents. The notarization requirements for the appointment decision differ by company type and may require apostille certification if the decision was made abroad. Practice may vary — verify current Trade Registry Office documentation requirements for foreign director appointments at the specific registry where the company is registered before preparing any physical documentation package.
An English speaking lawyer in Turkey advising on Trade Registry Gazette publication requirements must explain that the registration of a foreign director appointment by the trade registry triggers mandatory publication in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicil Gazetesi) under TTK Article 35 — and the registration is not effective against third parties until it has been published. The publication in the Trade Registry Gazette makes the director's identity, role, and representation authority publicly accessible — which is a specific disclosure consideration for foreign directors who may have privacy concerns about their name appearing in a Turkish public registry. The Trade Registry Gazette publication is automatic following successful trade registry registration and does not require a separate application. After registration, the company can request the signature circular (imza sirküleri) from the notary — which requires presenting the trade registry registration documents showing the director's registered authority. The signature circular is the document that Turkish banks, counterparties, and government authorities use to verify a director's authority to sign on behalf of the company. Practice may vary — verify current Trade Registry Gazette publication timelines and the specific signature circular documentation requirements at Turkish notaries before planning any foreign director appointment timeline that is conditioned on the signature circular being available. The Turkish company formation framework — covering all aspects of establishing and registering a Turkish company — is analyzed in the resource on how to establish a company in Turkey as a foreigner.
Work permits for foreign directors — Law No. 6735 analysis
A Turkish Law Firm advising on work permit obligations for foreign directors must explain that the work permit question — whether a foreign director or manager of a Turkish company requires a work permit (çalışma izni) under the International Workforce Law (Law No. 6735) — is one of the most practically significant and frequently misunderstood aspects of foreign director appointments in Turkey. The basic rule under Law No. 6735 is that foreign nationals who work in Turkey (whether as employees or as self-employed individuals) require a work permit. The question for foreign directors is whether their role as director constitutes "working" in Turkey within the meaning of Law No. 6735. The Ministry of Family, Labor and Social Services' administrative practice draws a distinction between: a foreign national who serves as a company director in a purely formal or oversight capacity (attending board meetings, reviewing reports, signing resolutions) — which may not require a work permit depending on the frequency of physical presence in Turkey; and a foreign national who is actively managing the company's day-to-day operations from within Turkey on a regular basis — which typically requires a work permit with the Turkish company as the sponsoring employer. Practice may vary by authority and year — verify current Ministry of Family, Labor and Social Services guidance on work permit obligations for foreign company directors and the specific operational activity threshold that triggers the work permit requirement before any foreign director appointment where regular physical presence in Turkey is planned.
An Istanbul Law Firm advising on the work permit application for actively managing foreign directors must explain that where the analysis confirms that the foreign director's planned Turkey-based activity constitutes work within the meaning of Law No. 6735, the Turkish company must apply for a work permit through the YAYBÜS system before the foreign director begins active operations in Turkey. The work permit application for a company director is filed by the Turkish company as the employer, and the standard Law No. 6735 employer eligibility conditions apply: the company must have SGK-registered Turkish employees meeting the 1:5 foreign-to-Turkish employee ratio; the director's proposed salary must meet the applicable occupational minimum threshold; and the company must demonstrate genuine business operations. For a newly established company that has not yet built up its Turkish employee headcount, meeting the 1:5 ratio for a foreign director appointment can be a practical challenge that must be planned in advance. Practice may vary — verify current Law No. 6735 employer eligibility conditions for company director work permit applications and the specific Ministry assessment standards for director/owner work permits before initiating any work permit application for an actively managing foreign director. The complete work permit framework is analyzed in the resource on work permit lawyer in Turkey.
A lawyer in Turkey advising on structuring around the work permit requirement must explain that for foreign companies that want a foreign national to oversee their Turkish subsidiary without the complexity of a work permit, the most common structuring approach is designing the appointment to reflect the director's genuinely limited operational role in Turkey — focusing on governance oversight, board-level decisions, and strategic direction rather than day-to-day management execution. This approach requires that the company has Turkish management staff who handle the day-to-day operations, and that the foreign director's Turkey visits are infrequent and focused on board activities. The operational reality must match the legal characterization — a foreign director who is genuinely running day-to-day operations from Turkey under the characterization of "board oversight" creates a compliance risk that is not effectively managed by the characterization alone. For situations where the foreign director genuinely needs to be actively present in Turkey, the work permit is the appropriate compliance mechanism rather than a structuring exercise. Practice may vary — verify current Ministry of Family, Labor and Social Services enforcement standards for foreign director work permit compliance before relying on any characterization-based approach to the work permit question.
Signature circular and power of attorney structures
An English speaking lawyer in Turkey advising on the signature circular (imza sirküleri) must explain that the imza sirküleri is the document that records a company director's or authorized signatory's specimen signature and their scope of authority to bind the company — and it is the primary document that Turkish banks, government authorities, notaries, and counterparties rely on when verifying that a person signing a document on behalf of a Turkish company has the authority to do so. The imza sirkülesi is prepared at a Turkish notary following the trade registry registration of the director's appointment, and it references the trade registry registration as the legal basis for the authority it records. For a foreign director who will be signing documents in Turkey in person, the imza sirkülesi is prepared by the foreign director personally appearing before the Turkish notary with their identity document, the trade registry registration document, and a specimen of their signature. For a foreign director who is based abroad and will not regularly appear in Turkey, an alternative approach is to authorize a Turkey-based proxy (vekil) through a power of attorney (vekaletname) to act on the company's behalf for specific transactions. Practice may vary by authority and year — verify current Turkish notary imza sirkülesi preparation requirements for foreign directors and the specific identity documentation required at the notary appointment before planning any imza sirkülesi preparation for a foreign director.
A Turkish Law Firm advising on power of attorney structures for non-resident foreign directors must explain that a power of attorney (vekaletname) executed by the foreign director grants a specified attorney-in-fact (vekil) the authority to act on behalf of the company — or on behalf of the director personally — for the scope of acts defined in the POA. For a Turkish company, a POA can be used to authorize a Turkey-based individual to: execute contracts on the company's behalf; represent the company before government authorities; open and operate bank accounts; and sign trade registry documents. The POA can be executed before a Turkish notary (if the foreign director is present in Turkey), before a Turkish consulate abroad (for acts to be used in Turkey), or before a foreign notary with apostille certification under the Hague Convention (if the country is a Hague Convention member). The apostilled foreign notary POA must be accompanied by a certified Turkish translation by a court-certified (sworn) translator (yeminli tercüman) for use before Turkish authorities. Practice may vary — verify current apostille and certified translation requirements for foreign-executed POAs at the specific Turkish trade registry and government authority where the POA will be presented before finalizing any POA-based authorization structure for a non-resident foreign director.
A lawyer in Turkey advising on the scope and duration design of director authorization instruments must explain that both the imza sirkülesi and the vekaletname must be specifically designed for their intended operational purpose — an authorization that is too broad creates liability exposure, while an authorization that is too narrow prevents the director or their proxy from efficiently executing the company's business. Key design questions include: whether the authorization is for specific transaction categories or for general representation; whether monetary limits are appropriate (for example, requiring joint signature above a defined transaction value); whether the authority covers all Turkish government agencies or only specified ones; and whether the authorization is time-limited (with a specific expiry date) or open-ended. For corporate groups with foreign directors who change periodically, building a standardized authorization template that can be refreshed at each director appointment is more efficient than designing a bespoke authorization for each appointment. Practice may vary — verify current TTK authorization scope requirements and the specific Turkish bank and government authority acceptance standards for director authorization instruments before finalizing any authorization scope design for a foreign director. The corporate governance framework for Turkish companies is analyzed in the resource on corporate governance and legal compliance in Turkey.
Director liability under TTK — what foreign directors must know
An Istanbul Law Firm advising on foreign director liability must explain that a foreign national who serves as director of a Turkish company is subject to the same TTK director liability framework as a Turkish director — and this is a critical point that is frequently underestimated by foreign nationals who assume that their non-resident status or limited operational role creates a shield from Turkish liability. TTK Articles 369–375 establish the liability framework for AŞ board members: directors have fiduciary duties of care (özen yükümlülüğü) and loyalty to the company; they are personally liable for damages caused to the company, its shareholders, and its creditors by breach of those duties; and liability can extend beyond the company's assets to the directors' personal assets where specific conditions are met. For LTD company managers, the corresponding framework is in TTK Articles 624–631. The liability framework applies regardless of whether the director is Turkish or foreign, resident or non-resident. Practice may vary by authority and year — verify current TTK director liability case law and the specific breach of duty standards applied by Turkish courts before advising on any liability risk mitigation strategy for a foreign director appointment.
A law firm in Istanbul advising on tax liability for foreign directors must explain that the TTK's corporate liability framework is reinforced by the Tax Procedure Law (Vergi Usul Kanunu, VUK) and the Public Finance and Debt Management Law provisions that create personal liability for company representatives — including directors — for unpaid company taxes. VUK Article 10 imposes liability on legal representatives (including directors and managers) who fail to fulfill the tax obligations that the company is required to perform, for the resulting tax loss. This means that a foreign director who serves in a company that has accumulated unpaid tax debts — and whose management was responsible for the company's failure to pay those taxes — can face personal liability for those tax debts under Turkish tax law. The personal tax liability is independent of the company's corporate liability and is assessed against the director's personal assets, not just the company's assets. Practice may vary — verify current VUK Article 10 director tax liability enforcement standards and the specific conditions under which personal liability is triggered for foreign directors before advising on any tax liability risk management for a foreign director appointment. The complete director liability framework is analyzed in the resource on director liability for company debts in Turkey.
An English speaking lawyer in Turkey advising on criminal liability for foreign directors must explain that TTK violations and specific categories of company misconduct can create criminal liability for Turkish company directors under the Turkish Penal Code (TCK) — and this criminal liability applies to foreign directors in the same way as Turkish directors, regardless of where they are physically located. Common categories of director-level criminal liability include: false reporting (TCK Article 359 — false balance sheets or financial statements); unauthorized distribution of company assets; insider trading (where the company's securities are publicly traded); and fraud-related offenses. For foreign directors who are not physically present in Turkey, criminal liability can be engaged if the director authorized or participated in the relevant decisions — and extradition treaties and international legal assistance mechanisms can be used to pursue foreign directors who are physically outside Turkey. We advise foreign directors on the specific categories of company decision that create criminal liability exposure and the governance measures — including the design of board decision documentation and the use of advisors before significant corporate decisions — that minimize that exposure. Practice may vary — verify current Turkish criminal liability standards applicable to company directors and the specific extradition framework applicable to the foreign director's country of residence before any criminal liability risk assessment for a foreign director appointment. Practice may vary — check current guidance before acting on any information on this page.
Sector-specific restrictions and regulated industry considerations
A Turkish Law Firm advising on sector-specific director eligibility must explain that while TTK imposes no nationality restriction on company directors, sector-specific licensing legislation imposes qualification and eligibility requirements on directors of companies in regulated industries — and these requirements can effectively restrict foreign director appointments in those industries. The most significant regulated industry director requirements in Turkey include: banking and finance (under BDDK regulation, bank board members must meet specific financial sector experience and professional qualification standards); capital markets (under SPK regulation, portfolio management and investment firm board members must meet SPK qualification standards); insurance (under the Insurance and Private Pension Regulation and Supervision Agency's standards); energy (EPDK licensing requirements); telecommunications (BTK authorization requirements); and healthcare (Ministry of Health clinical facility director requirements). A foreign national who meets TTK's general director eligibility criteria but does not meet the sector-specific qualification requirements cannot be validly appointed as director of a company in the relevant regulated sector. Practice may vary by authority and year — verify current sector-specific director qualification requirements with the relevant regulatory authority before initiating any foreign director appointment in a regulated sector.
An Istanbul Law Firm advising on publicly listed companies (halka açık) must explain that the Capital Markets Board (Sermaye Piyasası Kurulu, SPK) imposes additional corporate governance requirements on publicly listed AŞ companies — including requirements on the composition of the board of directors, the presence of independent board members, and the qualifications of audit committee and other committee members. For foreign nationals appointed as board members of publicly listed Turkish companies, the SPK's Corporate Governance Principles (II-17.1 Communiqué) must be complied with in addition to TTK's general requirements. Specific considerations include: the foreign board member's ability to participate in board meetings at the frequency required by SPK governance standards; the disclosure obligations triggered by the board member's appointment (including public disclosure filings with the Central Securities Depository); and the assessment of the board member's independence status if they are proposed as an independent board member. Practice may vary — verify current SPK Corporate Governance Principles requirements for foreign board members of publicly listed companies before any foreign director appointment in a publicly listed Turkish company.
A lawyer in Turkey advising on public registry visibility and disclosure management must explain that the trade registry registration and Trade Registry Gazette publication of a foreign director's appointment makes the director's identity, role, and representation authority permanently publicly accessible — and this public disclosure is a specific consideration for foreign nationals who may have privacy, reputational, or competitive intelligence concerns about their association with a Turkish company appearing in a searchable public database. The Turkish Trade Registry Gazette (available online at ticaretsicil.gov.tr) is indexed by search engines and accessible to any member of the public, including business intelligence services, journalists, and foreign tax authorities. For multinational groups where the association of a specific individual with a Turkish entity is commercially sensitive, designing the Turkish company's governance to minimize the number of publicly registered foreign individuals — for example, by using a Turkish director for registry purposes and authorizing the foreign individual through internal delegation of authority rather than trade registry registration — is a practical alternative to full public registration. However, this approach must be carefully designed to ensure that internal delegations do not create undisclosed representation authority that creates third-party liability issues. Practice may vary — verify current Turkish data protection law implications of trade registry searches and the specific information accessible through the Trade Registry Gazette search system before making any public registration disclosure decisions for sensitive foreign director appointments. Practice may vary — check current guidance before acting on any information on this page.
How we work in foreign director appointment mandates
A best lawyer in Turkey managing a foreign director appointment mandate begins with the same preliminary assessment in every case: what is the foreign director's intended operational role in Turkey (board oversight only, or active management); how frequently will they be physically present in Turkey; will they need a work permit; and are there sector-specific eligibility requirements that must be satisfied before the TTK appointment process begins. These preliminary questions determine the correct appointment structure — because a foreign director who will be actively managing a Turkish subsidiary from an office in Istanbul needs a work permit, SGK registration, and possibly a residence permit in addition to the TTK appointment formalities, while a non-resident foreign director who will attend four annual board meetings remotely needs only the TTK appointment, tax identification number, MERSIS registration, and apostilled POA.
ER&GUN&ER advises Turkish companies and their foreign shareholders on all categories of foreign director appointment — TTK Article 363 AŞ general assembly resolution drafting and notarization, TTK Article 623 LTD manager appointment decision preparation, tax identification number applications for foreign nationals, MERSIS electronic filing and trade registry physical documentation, Trade Registry Gazette publication coordination, imza sirkülesi preparation at Turkish notaries, vekaletname drafting and apostille coordination for non-resident directors, work permit analysis and YAYBÜS application management, SGK registration assessment, tax residency analysis for foreign directors under GVK and applicable DTAs, director liability orientation for newly appointed foreign directors, and sector-specific regulatory eligibility assessment. We work in English throughout all international mandates. For the complete Turkish company formation and governance framework — see the resource on how to establish a company in Turkey as a foreigner. For the director liability framework — see the resource on director liability for company debts in Turkey. Practice may vary — check current guidance before acting on any information on this page.
Frequently Asked Questions
- Can a foreign national be appointed as director of a Turkish company? Yes — the Turkish Commercial Code (TTK) imposes no nationality restriction on directors of AŞ (joint stock) companies or managers of LTD (limited liability) companies. Foreign nationals can hold these roles regardless of their country of origin and regardless of whether they reside in Turkey. However, sector-specific regulation in banking, insurance, capital markets, energy, and healthcare may impose qualification requirements that effectively limit foreign director eligibility in those sectors. Practice may vary — verify sector-specific eligibility requirements before any appointment in a regulated industry.
- What is MERSIS and how does it work for foreign directors? MERSIS (Merkezi Sicil Kayıt Sistemi) is the electronic registration system through which Turkish companies file corporate changes — including director appointments — with the trade registry. For a foreign director appointment, the MERSIS filing requires the director's Turkish tax identification number, passport information, proposed role description, and representation scope. The MERSIS electronic filing must be completed before physical documentation is submitted to the Trade Registry Office, and the electronic filing and physical documents must be consistent. Practice may vary — verify current MERSIS field requirements for foreign director registration before any appointment filing.
- Does a foreign director need a Turkish tax identification number? Yes — a Turkish tax identification number (vergi kimlik numarası) is mandatory for MERSIS registration, trade registry filing, and notarial transactions involving the foreign director. The number is obtained from the local tax office (vergi dairesi) at the company's registered location, using the foreign director's passport. The tax number does not automatically create a Turkish tax filing obligation — the director's Turkish income tax position depends on their residency status and the nature of any Turkey-sourced income. Practice may vary — verify current tax office procedures for foreign national tax identification number applications.
- Does a foreign director need a work permit? It depends on the nature of the director's activity in Turkey. A foreign national who serves as a non-executive director attending board meetings remotely or infrequently may not require a work permit. A foreign national who is actively managing the company's day-to-day operations from Turkey on a regular basis typically requires a work permit under Law No. 6735, with the Turkish company as the sponsoring employer. The analysis is fact-specific. Practice may vary — verify current Ministry of Family, Labor and Social Services guidance on work permit obligations for foreign company directors before any appointment where regular physical presence in Turkey is planned.
- What is an imza sirkülesi and does a foreign director need one? An imza sirkülesi (signature circular) records a director's specimen signature and their scope of authority to bind the company. Turkish banks, government authorities, notaries, and counterparties rely on the imza sirkülesi to verify that a person signing on behalf of a company has authority to do so. A foreign director who will be signing documents in Turkey in person needs an imza sirkülesi prepared at a Turkish notary following trade registry registration. A non-resident foreign director who will not sign documents in Turkey can instead authorize a Turkey-based proxy through a vekaletname (power of attorney).
- What is the process for a non-resident foreign director signing documents abroad? A non-resident foreign director can authorize a Turkey-based proxy through a vekaletname (power of attorney). The vekaletname can be executed before a Turkish consulate abroad, or before a foreign notary with apostille certification under the Hague Convention if the country is a Hague Convention member. An apostilled foreign notary vekaletname must be accompanied by a certified Turkish translation by a sworn translator (yeminli tercüman) for use before Turkish authorities. Practice may vary — verify current apostille and translation requirements for the specific authority where the vekaletname will be presented.
- Is the director appointment published publicly? Yes — the trade registry registration of a director appointment triggers mandatory publication in the Turkish Trade Registry Gazette (Türkiye Ticaret Sicil Gazetesi) under TTK Article 35. The registration is effective against third parties only after publication. The Trade Registry Gazette is publicly accessible online and is indexed by search engines. The director's identity, role, and representation authority are publicly visible. This disclosure is irreversible once published.
- What personal liability does a foreign director face? A foreign director of a Turkish company is subject to the same TTK director liability framework (Articles 369–375 for AŞ, Articles 624–631 for LTD) as a Turkish director — including personal liability for damages caused by breach of fiduciary duties. Additionally, VUK Article 10 creates personal liability for unpaid company taxes attributable to the director's management failures. Criminal liability for specific TTK violations under the Turkish Penal Code also applies regardless of the director's nationality or location. Personal liability can extend to the director's personal assets beyond the company's assets.
- What documents are needed for the trade registry appointment filing? For an AŞ appointment: notarized general assembly resolution appointing the director; notarized director consent letter (kabul beyanı); certified passport copy; tax identification number document; MERSIS filing confirmation; and trade registry fee payment. For an LTD manager appointment: notarized shareholder general assembly decision; manager consent letter; and the same identity documents. Notarization requirements for decisions made abroad typically require apostille certification. Practice may vary — verify current Trade Registry Office documentation requirements at the specific registry where the company is registered.
- How long does a foreign director appointment take? The timeline depends on documentation preparation and administrative scheduling. The Turkish tax identification number is typically obtained within one to two working days. MERSIS filing and trade registry review typically take three to seven working days after the complete physical documentation is submitted. Trade Registry Gazette publication follows within days of successful registration. The imza sirkülesi can be obtained from a Turkish notary after the trade registry registration. Total timeline from start to completion is typically two to three weeks if documents are prepared and notarized in advance. Practice may vary — verify current trade registry processing timelines.
- Can a foreign director be removed without a court order? Yes — removal of an AŞ director is effected by a general assembly resolution, which can be passed by the general assembly with or without cause at any time under TTK Article 364. Removal of an LTD manager requires a shareholder general assembly decision under TTK Article 630. Neither removal procedure requires a court order. After the removal decision, the trade registry must be notified and updated, and the registration of the removed director must be cancelled in MERSIS. A foreign director who is removed must also return or cancel any imza sirkülesi or vekaletname instruments that authorized them to act on the company's behalf.
- Does a foreign director need a residence permit? A non-resident foreign director who does not physically live in Turkey does not require a Turkish residence permit. A foreign national who takes up actual residence in Turkey as a consequence of their director role — spending more than 90 days per visa period in Turkey — needs a Turkish residence permit under YUKK (Law No. 6458). The residence permit requirement is separate from and in addition to any work permit requirement. Practice may vary — verify current YUKK residence permit requirements applicable to foreign nationals based in Turkey for corporate governance purposes.
- What happens if the foreign director's appointment is not properly registered? Under TTK Article 35, a director appointment that is not registered with the trade registry is not effective against third parties. Third parties who deal with an unregistered director's actions in good faith may have claims against the company but the unregistered appointment creates legal uncertainty about the company's obligations. Additionally, operating with an unregistered director creates governance documentation gaps that can affect the validity of decisions made and documents signed during the unregistered period. Registration should be completed as quickly as possible after the appointment decision.
- Do sector-specific regulations affect the appointment process? Yes — in regulated sectors (banking under BDDK, capital markets under SPK, insurance, energy under EPDK, healthcare), sector-specific legislation imposes director qualification requirements that must be satisfied before or alongside the TTK appointment process. In some sectors, pre-appointment regulatory approval is required. Failure to comply with sector-specific director requirements can result in regulatory sanctions against the company and invalidation of the appointment. Practice may vary — verify sector-specific requirements with the relevant regulatory authority before any appointment in a regulated industry.
- Can multiple foreign nationals serve as directors simultaneously? Yes — TTK imposes no limit on the number of foreign nationals on an AŞ board or serving as LTD managers. In practice, certain regulated sectors may impose requirements on board composition (for example, SPK's independent director requirements for publicly listed companies) that affect the balance of directors, but these are governance requirements rather than nationality restrictions. Each foreign director appointment follows the same process — tax identification number, MERSIS filing, trade registry registration, imza sirkülesi or vekaletname.
Author: Mirkan Topcu is an attorney registered with the Istanbul Bar Association (Istanbul 1st Bar), Bar Registration No: 67874. His practice focuses on cross-border and high-stakes matters where evidence discipline, procedural accuracy, and risk control are decisive.
He advises Turkish companies and their foreign shareholders across TTK Director Appointment Formalities (AŞ and LTD), MERSIS Registration, Turkish Tax Identification Number Applications, Trade Registry Filing and Gazette Publication, Imza Sirkülesi Preparation, Vekaletname Drafting and Apostille Coordination, Work Permit Analysis (Law No. 6735), SGK Registration Assessment, Tax Residency Analysis for Foreign Directors, Director Liability Orientation, and Sector-Specific Regulatory Eligibility matters where procedural accuracy and administrative sequencing are decisive.
Education: Istanbul University Faculty of Law (2018); Galatasaray University, LL.M. (2022). LinkedIn: Profile. Istanbul Bar Association: Official website.