Regulation
for
Implementation of Foreign Direct Investment
Law |
(From
Ministry of State:)
PART
I
Objective, Scope, Basis and Definitions
Article
1. The
objective of this Regulation is to designate the procedures
and principles of the issues that is laid down within
Foreign Direct Investment (FDI) Law no. 4875 dated
5 June 2003.
Article
2. This Regulation is prepared
as based upon Article 5, Paragraph (b) of FDI Law
no. 4875.
Article
3.With regard to the implementation
of this Regulation;.
Undersecretariat
: means, the Undersecretariat of Treasury,
General Directorate : means, the General Directorate
of Foreign Investment,
Law : means, Foreign Direct Investment (FDI) Law no.
4875, dated 5 June 2003.
PART
II
Data Requests
| Statistical
Data to be Provided from Authorities and
Institutions |
Article
4. The
Undersecretariat provides FDI data through Data Sharing
Protocols it will set up primarily with Central Bank
of Turkey, Capital Market Board, Ministry of Industry
and Commerce, Ministry of Finance, Union of Chambers
of Commerce and Commodity Exchanges, Trade Registry
Offices and other related public authorities and institutions
and occupational organizations and NGOs deemed as
public institutions, or through other procedures.
Within
this framework, the related Trade Registry Offices
shall send to the Undersecretariat;
a)
One copy of the "Company or Branch Office Establishment
Declaration Form and Petition" to be filled by the
related persons, at the phase of company or branch
office establishment within the Law,
b)
One copy of the amendments in articles of association
of these companies, subject to registration and announcement,
c)
One copy of the "Register of Shareholders" or "Register
of Attendants" submitted to the Trade Registry Offices
by these companies.
| Data
to be Requested from Companies and or Branch
Offices |
Article
5. - a) Companies and branch
offices subject to the provisions of the Law shall
submit to the General Directorate;
1)
Information on their capitals and operations, in accordance
with the "FDI Operations Data Form" given as Annex
I** of the Regulation, on annual basis every year,
latest until the end of May,
2)
Information on the payments made to their share accounts,
in accordance with the "FDI Capital Data Form" given
as Annex II of the Regulation, within 1 month following
the payment,
3)
Information on share transfers made between current
domestic or foreign shareholders or to any domestic
or foreign investor outside the company, in accordance
with the "FDI Share Transfer Data Form" given as Annex
III of the Regulation, latest within 1 month following
the realization of the share transfer.
b)
Domestic companies, which are not subject to the provisions
of the Law; becomes subject to the provisions of the
Law via,
1)
A foreign investor participates to the company, or
2)
A foreign investor outside the company participates
to the company during the capital increase of the
company,
shall
submit the "FDI Share Transfer Data Form" given as
Annex III of the Regulation, to the General Directorate
latest within 1 month following the realization of
the share transfer.
PART
III
Liaison offices
| Establishment
of Liaison Offices |
Article
6. The Undersecretariat
is authorized to grant permits and extend such permits
to companies established in accordance with laws of
foreign countries to open liaison offices in Turkey,
provided that they do not carry out commercial activities
in Turkey.
Applications
for establishment and extension shall be finalized
within 5 days following the application, provided
that the necessary information / documents are complete
and proper.
Applications
of foreign companies to establish liaison offices
so as to operate in sectors subject to special legislation,
such as money and capital markets, insurance, etc.,
will be assessed by authorities and institutions authorized
by the related special legislation.
Article
7. The following documents
have to be submitted to the Undersecretariat for establishing
a liaison office in Turkey:
a)
The original copy of "Certificate of Activity" approved
by the related Turkish Consulate or approved in accordance
with the provisions of the Convention on the Abolishing
the Requirement of Legalization for Foreign Official
Documents Approval Obligation, prepared on the basis
of the Hague Conference on International Private Law,
b)
Operational report or balance sheet and income statement
of the main company,
c)
The original copy of power of authority issued to
the name of the person who is appointed to carry out
the operations of the liaison office,
d)
The original copy of power of attorney in case that
another person will carry out the establishment transactions
of the liaison office.
| Provisions
Regarding Liaison Office Operations |
Article
8. The following provisions
govern the operations of liaison office:
a)
Liaison offices, having received their establishment
permit, shall send a copy of the tax office registration
document to the General Directorate latest within
1 month. Liaison offices shall notify the General
Directorate of any change of address latest within
1 month.
b)
Liaison offices shall send the "Data Form for Liaison
Office Activities" given as Annex IV of the Directive,
to the Undersecretariat every year latest until end
of May, so as to inform the Undersecretariat about
their activities of previous years. Documents certifying
that the previous year's expenses of the office have
been covered by foreign currency transferred from
abroad, have to be enclosed as well.
c)
Liaison offices are granted operation permits of 3
years at most. For extensions, successive extensions
of maximum 3 years each may be granted by taking into
consideration the activities of previous years and
plans and objectives for the future.
d)
In the case that the liaison office terminates its
activities, the "termination and examination of business
note" to be received from the related tax office has
be submitted to the General Directorate. Liaison offices
cannot claim any money transfer except the residue
arising due to termination or liquidation.
e)
The Undersecretariat might cancel the permits of liaison
offices ascertained to have violated the legislation
and shall notify related authorities thereof.
PART
IV
Miscellaneous Provisions
Article
9. The companies, which
can be established or participated by foreign investors
are "companies" designated in the Turkish Commercial
Code and "unincorporated partnerships" designated
in Turkish Code of Obligations.
Partnerships
established through agreements under names such as
ordinary partnerships, consortiums, business partnerships,
joint ventures that do not conform to the explicit
features of the company types designated in the Turkish
Commercial Code are deemed unincorporated partnerships
for the implementation of this Law.
| Turkish
Citizens Residing Abroad |
Article
10. Turkish Citizens certifying
that they are residing abroad with the work or residence
permits, are regarded as foreign investors with regard
to the implementation of the Law.
Article
11. The General Directorate
is authorized to make any changes in the data forms
annexed to this Regulation.
Provisional
Article 1.The General Directorate
is authorized to deal with the Investment Permit Certificates
issued in accordance with Foreign Investment Encouragement
Law No: 6224 and Foreign Investment Framework Decree
that was put into effect by Council of Ministers'
Decree No: 95/6990 on 7 June 1995 and the Communique
concerning this Decree, until the investments involved
are finalized and provided that the acquired rights
are uphold.
Article
12. This
Regulation will become effective on the date of its
publication.
Article
13. The provisions of this
Regulation will be enforced by the Ministry of State
to which the Undersecretariat of Treasury is associated.
