Establishment of Branches of Turkish Companies in Germany
Joint stock companies (JSC) and limited liability companies (LLC) registered in the Turkish Trade Registry can open branches in Germany for the purpose of expanding their commercial activities and investing in Europe. However, real person traders do not have the opportunity to open branches in Germany.
The branch in Germany is subordinate to the Turkish head company in terms of business, capital and management. The branch cannot bear a different title than the Turkish company or hold different amount of capital. The manager or the board of directors in Turkish company becomes the manager or the board of directors, in other words, the legal representative of the branch in Germany. In addition, a permanent representative may be appointed for the branch.
The branch registration application of a foreign company in Germany is extensively regulated in articles 13 d – 13 g of the German Commercial Code.
The official deed which holds its importance as founding document of the branch is drawn up in the German notary, approved by the company director/board of directors and submitted to the Trade Registry, which is kept at the authorized court where the branch address of the company is located. For the issuance of the official deed, a certified copy of the articles of association of the Turkish company, a resolution of the shareholders’ board stating the will of the company to open a branch abroad, the current trade registry record of the company and certified copies of the list of partners and their approved German translations are required. Based on this, the notary public in Germany prepares the official deed. The official deed is signed by the director or the board of directors of the Turkish company and the permanent representative, if any. As a rule, this signature is given by identification in the presence of a German notary. In exceptional cases, it is possible to have this official deed approved by the Turkish notary public.
Then, the official deed and its annexes will be sent to the Trade Registry kept at the Magistrate’s Court where the branch is located. The commercial registry judge usually asks for the opinion of the Chamber of Commerce in the place where the branch is located, on the establishment of the branch before the registration. If the Chamber of Commerce shares a positive opinion and the fees are paid, the branch establishment takes place. The process takes approximately 4 – 6 weeks.
Then the tax opening of the branch is held at the Tax Office of Unna (Dortmund). Unna Tax Office is the authorized German tax office for companies headquartered in Turkey.
As known, thanks to the Turkey-Germany Agreement for Work signed on 18.11.1991, Turkish contracting companies were allowed to work as contractors in Germany. Branch establishments have an essential importance for the contractor companies that get projects in Germany within the scope of this contract and want to bring their workers to Germany temporarily. According to this agreement, it is obligatory for the Turkish company to establish a branch in Germany and to carry out the entire process through this branch. In this context, Turkish companies that want to expand their business in Germany within the framework of the agreement for work should establish their German branches parallelly to the other procedures of above-mentioned agreement.
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