Joint ventures between Turkish and non-Turkish companies have become very popular in Turkey in recent years, mainly owing to the emphasis placed by the government on urban transformation projects and developing infrastructure. There are no restrictions on the nationality of shareholders and those holding management rights except for specific sectors such as TV broadcasting, maritime and civil aviation. A joint venture is generally considered an ordinary partnership (adi ortaklık), which is not a legal entity under Turkish law, but shareholders usually choose to establish a commercial company. The preferred option is joint stock companies due to the ability to establish groups of shares and the limited aspect of shareholder liability in comparison to those of limited liability companies

There is no specific legislation governing joint ventures in Turkey which are governed by the laws applicable to the type of company established. It is a common practice to enter into a shareholders’ agreement to govern the relationship between the joint venture parties and the maintenance of the joint venture. The provisions of such joint venture agreements may be incorporated into the articles of association of the established company, subject to such provisions not conflicting with any applicable legislation. For example, the inclusion of put option and call option rights are also available to remedy deadlock events should the need arise, as with most jurisdictions. 

BRANCHES

All companies may establish branches in Turkey, however it is not possible to conduct activities in certain sectors (such as energy) through branches. Except for regulated markets, the establishment does not require consent from a governmental authority, hence a simple resolution by the management body of the company (i.e. the board of directors for joint stock companies) is sufficient. Such resolution shall then be registered with the relevant trade registry. At least one branch manager must also be appointed for each branch, which is generally done via a power of attorney from the parent company. There is no restriction on the nationality of such representative, although a tax identification number would have to be obtained for any foreign national representative. 

LIAISON OFFICES

Companies established abroad may establish liaison offices in Turkey for the purpose of conducting market research and feasibility studies. As such, liaison offices are not allowed to conduct any commercial activities. A liaison office may also be an effective vessel for following investment opportunities in Turkey. In order to establish a liaison office in Turkey, an application must be made to the Ministry of Industry and Technology. If approved, permits are granted for a period of three years and may then be extended for another three years. Liaison offices must complete a form regarding their activities within the past year and submit it to