How to do business in Turkey? Investors' guide November 2014 Table of contents 1. Turkey in general 1 1.1 Geographic, political and economic background 1.2 Current political administration and government structure 1.3 Currency 1.4 Population 1.5 E-Government in Turkey 1.6 International relations 1.7 Turkey’s Free Trade Agreements (FTAs) 2. Turkish economy 5 2.1 Main economic indicators 2.2 International trade 2.3 Foreign direct investment 2.4 Public-Private Partnership (PPP) 2.5 Privatization in Turkey 3. Industrial and service outlook 13 3.1 Transportation and defense 3.2 Automotive 3.3 Financial services 3.4 Consumer business 3.5 Energy & Resources 3.6 Life sciences and health care 3.7 Construction 3.8 Telecommunication and information technology (IT) 3.9 Tourism 4. Incentives and financing 31 4.1. Types of incentives available 4.2 Investment incentives 4.3 Export oriented incentives 4.4 Other tax / non-tax incentives 5. Business regulations and requirements 51 5.1 Foreign investment rules 5.2 Foreign trade 5.3 Registration and licensing 5.4 Price controls and competition law 5.5 Exchange controls 5.6 Accounting principles and statutory books 5.7 Independent audit requirement 6. E-transformation 61 6.1. E-invoice 6.2. E-ledger 6.3. E-archiving 6.4. Record keeping requirements and procedures 7. Major highlights of the New Turkish Commercial Code 65 7.1 Enterprise law 7.2 Company law 8. Employment law and practice 79 8.1 Employees’ rights and remuneration 8.2 Social security and unemployment insurance payments 8.3 Termination of employment 8.4 Labor management relations 8.5 Employment of foreign individuals 9. Choice of business entity 87 9.1 Principal forms 9.2 General rules for establishment of companies by foreign shareholders 9.3 Corporations 9.4 Limited liability companies 9.5 Branches 9.6 Partnerships 9.7 Joint ventures 9.8 Liaison offices 2 9.9 Mergers, acquisitions, conversions, de-mergers, share swaps 10. Corporate income taxation 95 10.1 Entities liable for corporate income tax 10.2 Residence and non-residence 10.3 Taxable income 10.4 Corporate income tax rates 10.5 Dividend withholding tax 10.6 Treatment of losses 10.7 Participation exemption 10.8 Capital gains taxation 10.9 Controlled foreign companies 10.10 Transfer pricing 10.11 Cost sharing / cost allocations 10.12 Anti-tax haven rules 10.13 Thin capitalization rules 10.14 Restriction on the deduction of the financial expenses 10.15 Taxation of branches of foreign companies 10.16 Taxation of foreign funds 10.17 Incentives for Venture Capital Investment Funds 10.18 Liquidation 10.19 Assessments, payments and tax audits 11. Individual income taxation 105 11.1 Residence and non-residence 11.2 Taxable income 11.3 Individual income tax rates 11.4 Assessments and payments 11.5 Tax incentives for business angels 12. Withholding taxes and double tax relief 109 12.1 Major withholding tax rates 12.2 Double tax treaty relief 12.3 Unilateral relief 12.4 Tax information exchange agreements 13. Other taxes 113 13.1 Value added tax 13.2 Special consumption tax 13.3 Property tax 13.4 Inheritance and transfer tax 13.5 Stamp tax 13.6 Motor vehicle tax 13. 7 Bank and insurance transaction tax 13.8 Special communication tax 14. How can Deloitte help? 119 15. Foreign Economic Relations Board of Turkey (DEİK) 125 Appendix 1: Useful links and addresses 127 Appendix 2: List of tables & graphs 129 3 Message of the president It is my great pleasure to introduce this “Investors’ Guide”, written in collaboration with Deloitte. With this guide it is intended to introduce Turkey to the global business community and to provide key information about the current economic outlook, investment climate, and general business framework of our country. The global business community is facing a new Turkey, new in the sense that the country has been undergoing a structural transformation for the last 3 decades. The results of this transformation have been significant and promising; Turkey became the 17th largest economy in the World and 6th largest economy in Europe. Turkey has the largest free market economy and is the biggest industrial power among countries situated between Italy and China. As a country which is well integrated into the European market by way of the customs union, Turkish companies possess a high level of expertise and Ömer Cihad Vardan competitive power in production, export and investment related activities. President They have also accessed and established their presence in other rising Foreign Economic Relations Board economic regions, such as the Middle East, Gulf Countries, Africa, CIS and the of Turkey (DEİK) Asia-Pacific. With its transcontinental position, Turkey is an ideal investment destination between Asia, the center of global growth, and the Euro Zone, the largest single market. With its growth performance, Turkey is one of the growth engines of the newly emerging multi-polar global system. Istanbul is not only the business center of the region, it is the center of global diplomacy, a major transport hub, as well as a busy cultural and tourism destination. It is also rapidly building its technological and financial infrastructure in order to become a global financial center. Having such a transcontinental position in the global market place, more and more multinational companies are establishing their headquarters in Istanbul, not only because of Turkey’s huge domestic market, but also for the purpose of easy access to the region. More than 30,000 foreign enterprises operate in Turkey to capitalize on the many opportunities the country offers. Thanks to the economic stability and the government’s business friendly policies, the volume of global investment in Turkey since 2003 has reached $110 billion. 4 With its young and active population, rising income levels, growing global influence, transport facilities, consolidated democratic system, dynamic free market economy, and strong growth potential, Turkey offers abundant business opportunities for global firms in many diverse sectors. Turkey achieved a much better investment climate in recent years, as a result of effective economic and social policies, internal political and macroeconomic stability, growth-friendly monetary and fiscal policies, a new commercial code, new incentive program, and a solid financial system. Turkey can rightly be described as a rising star, in a rapidly shifting global environment and in a turbulent part of the world. Turkey is a manufacturing country, a major producer of a diverse range of industrial products. Turkey exports to more than 200 countries and has a foreign trade volume exceeding 400 billion dollars. Two thirds of Turkish exports go to the advanced industrial countries of the European Union, North America, and the OECD. Turkey is one of the major trading partners of the European Union. While Turkey ranks 7th in the EU’s top import and 5th in its export markets, the Union is Turkey’s number one trading partner. Since 1972, Turkish contractors have undertaken more than 7,371 projects in 103 countries, with a total value of some $274.1 billion. Briefly, Turkey, as an emerging power having a foothold in many different regions, is stronger, more competitive, and enjoys a broader global outreach than many other nations. We welcome foreign investors and promise them a vital and dynamic environment in which they can look forward to sharing the opportunities of rapid growth. Companies already well-entrenched in Turkey will be able to reap the rewards, while late-comers will have missed the opportunities mentioned. From its establishment till today, Foreign Economic Relations Board (DEİK) has been a trail-blazer in establishing new links between the Turkish business community and its global counterparts. DEİK plays the leading role as an intermediary between the Turkish private sector and global business community. DEİK, with its 119 business councils; local, regional and global network; its professional team, and its close ties with the public sector, is ready to support and guide your business initiatives in Turkey. I sincerely hope that this investors’ guide will be instrumental in encouraging business people to take advantage of the enormous opportunities presented in the Turkish market. On this occasion, I would like to warmly thank Deloitte for its cooperation and role in preparing this valuable investors’ guide. 5 Foreword Once again it is a great pleasure for Deloitte Turkey to cooperate with the Foreign Economic Relations Board of Turkey (“DEİK”) to contribute to the development of Turkey’s economic, commercial, industrial and financial relations with foreign countries and investors as well as international business organizations and communities. Since its formation, DEİK has been playing a very important role in achieving the integration of Turkey’s economy into the global economy. This integration requires development of business relations with foreign countries and attraction of new foreign direct investments into Turkey as well as maintaining the investments in Turkey. In this respect, DEİK acts as a very strong intermediary between the public and private sectors through its close relations with both sides. We observe and experience that the Turkish economy has shown remarkable performance with its steady growth over the last decade. A sound macroeconomic strategy in combination with prudent fiscal policies and major structural reforms has integrated the Turkish economy into the Güler Hülya Yılmaz globalized world, while transforming the country into one of the major Tax Partner recipients of foreign direct investment in its region. The structural reforms Deloitte Turkey within the framework of Turkey’s EU accession process, have paved the way for comprehensive changes in a number of areas. The main objectives of these efforts were to increase the role of the private sector in the Turkish economy, to enhance the efficiency and resiliency of the financial sector.