Taxation of corporations with foreign shareholders in TurkeyOptimal Denetim
Taxation of corporations with foreign shareholders in Turkey
Turkey – Taxation of corporations with foreign shareholders
This booklet was prepared by PricewaterhouseCoopers Turkey to provide foreign investors considering investing in Turkey with a broad outline of the tax regulations. It reflects the current tax law or practice in Turkey
This booklet is not intended for definitive investment advice but merely as an explanatory guide. We would strongly recommend that readers seek professional advice before making any decisions. The fact that Turkish tax regulations are subject to frequent changes should also be borne in mind.
I. INCORPORATION OF COMPANIES OR BRANCHES IN TURKEY
1.1 Approval requirement
Real persons or legal entities who are resident abroad are required to obtain approval from the Foreign Investment Directorate (hereinafter referred to as FID) of the Undersecretariat of the Treasury prior to establishing new companies/branches or acquiring shares in existing companies in Turkey. Only after the approval can they start procedures as regards the formation of a legal entity or acquisition of shares of an existing company under the Turkish Commercial Code.
1.2 Type of legal entity
Real persons or legal entities resident abroad can only invest in Turkey through joint stock (A.Ş.) companies, limited liability (LLC) companies or branches.
Parent companies may also have a presence in Turkey through representative offices. However, representative offices can neither be a partner of a joint venture in Turkey nor engage in any type of commercial activities. Their presence is limited to the provision of auxiliary type of activities.
1.3 Minimum capital requirement
The Law No. 6224, governing foreign investment in Turkey, imposes a minimum capital requirement of US$ 50,000 for each foreign shareholder of any legal entity in Turkey.
1.4 Type of activities
There is no restriction on the activities of joint stock or limited liability companies as long as they are in line with the company’s Articles of Association.
1.5 Establishment process
A brief outline regarding the procedures and necessary documents for the establishment of a joint stock or a limited liability company is provided below:
- Contribution of minimum capital required (US$ 50,000 by each foreign shareholder) and obtaining permission from the Foreign Investment Directorate (“FID”) by submitting a feasibility report with the application in line with the format set out by the FID.
During the application to the FID, a number of other documents from the foreign company are requested (i.e. Certificate of Activity, previous year’s financial statements, Board Resolution, proxy letter etc.)
- Preparation of the Articles of Association in accordance with the Turkish Commercial Code.
- Application to the Ministry of Industry and Trade.
- Registrations and announcement in the Trade Registry Gazette.
- Application to the FID for final registration.
After the incorporation of the company, the following formalities will be carried out:
- Registration with the tax office
- Registration with the municipality
- Registration with the Social Security Institution
- Obtaining statutory books and documents and completing the notary authentication for such.
1.6 Comparison of a joint stock and a limited liability company
Although limited liability (LLC) and joint stock companies (JSC) share certain characteristics, there are significant differences. These can be summarized as follows:
- An LLC cannot be incorporated for an indefinite period (it can be incorporated for a period up to 99 years), whereas this is possible for a JSC.
- A JSC can be incorporated by at least 5 individuals or corporations and there is no limit on the maximum number of shareholders. An LLC can be incorporated by at least two individuals or corporations and the number of the shareholders cannot exceed 50.
- An LLC is prohibited from issuing debentures, whereas this is possible for a JSC.
- An LLC cannot offer its shares to the public, whereas this is possible for a JSC.
- Share certificates are not issued in respect of shares in an LLC. Shares can be transferred through a notarized agreement, subject to the approval of shareholders representing 3/4 of the capital, whereas shares in a JSC can be transferred through endorsement and delivery.
- A JSC is administered and represented by the board of directors and the members of the board of directors are elected by the shareholders or appointed by the Articles of Association. An LLC is represented by directors. The shareholders of the LLC are deemed to be directors unless the Articles of Association declare the contrary or if the shareholders so decide.
- The obligation to hold an annual shareholders’ meeting, which applies to a JSC, does not extend to an LLC having less than 20 shareholders. Decisions may be taken by a written poll of the shareholders in the latter.
- At least one statutory auditor is required for a JSC whereas it is only a requirement for an LLC if it has more than 20 shareholders.
- For both a JSC and an LLC, the directors are personally responsible for the payment of the tax liabilities of the company. However, in the case of an LLC, the shareholders are also personally responsible for the tax liability of the company in direct proportion to their share ratio.
- Capital gains arising from the sale of shares in a JSC by a real person after a three-month holding period (valid until 31 December 2002, the period for tax exemption will be one year afterwards) are exempt from income tax. Whereas, this exemption does not apply for capital gains arising from the sale of shares of a LLC.
- The sale of shares in a Turkish JSC by a non-resident person to another non-resident person does not trigger capital gains taxation in Turkey on the grounds that the transaction is carried out wholly outside Turkey. However, capital gains arising from the sale of shares in an LLC are taxable in Turkey since the sale must be made through a Turkish public notary.
1.7 Comparison of a subsidiary versus a branch
Under Turkish tax regulations, there are no major differences between the taxation of branches and that of subsidiaries except for the issues mentioned below.
Limited liability and joint stock companies are considered as resident companies and are subject to corporation tax on their worldwide income (“full taxpayer”).
Foreign corporations having branches in Turkey are deemed to be non-resident companies and are subject to corporation tax only on their income generated in Turkey (“limited taxpayer”).
- Application of corporate withholding tax
Resident companies are subject to corporate withholding tax only on the profit they distribute. Whereas, branches are subject to corporate withholding tax on profits after the deduction of mainstream corporation tax regardless of dividend distribution.
The corporate withholding tax rate applicable to distributions may be reduced through the availability of a tax treaty between the country of residence of the foreign shareholder and Turkey. Furthermore, some bilateral tax treaties may stipulate a lower corporate withholding tax rate on branch profits.
- Setting aside legal reserves
The Turkish Commercial Code requires provision of legal reserves by resident companies. However, no such obligation exists for branches.
- Tax audits
The major disadvantage of branch offices are that they are exposed to tax audits on recharges from the parent company more than Turkish resident corporations and that legal liability rests with the parent company.
1.8 Cost of establishment
During the incorporation stage of a company, the following expenses would mainly arise.
- 2% of paid-in capital should be paid to the Central Bank of Turkey as Consumer Protection fund levy.
- Stamp duty is payable on the capital contribution at the following rates:
. For the first 100 million TL 1.5 %
. For the next 100 million TL 1.125 %
. Over 200 million TL 0.75 %
However, the stamp duty payable shall not exceed TL 8,561,140,000 as of 1 January 2000 (approximately US$ 14,838 at the foreign exchange rate current in March 2000).
- Some notary charges will also be payable during the incorporation and registration of the company, but these are quite small.
II CORPORATE TAX SYSTEM IN TURKEY
2.1 Corporation tax
The mainstream corporation tax rate is 30%. There is an additional fund levy of 10% on corporation tax, which gives an effective corporation tax rate of 33%.
A corporate withholding tax at the rate of 15% and an additional levy of 10% on the withholding tax is applicable to dividends distributed. For non-resident companies (i.e. branches, permanent establishments) withholding tax will be applicable regardless of dividend distribution.
Set out below is a table calculating the corporation tax liability of a company in Turkey. Please note that the legal reserves that must be set aside under the Turkish Commercial Code are ignored for the sake of simplicity.
|Taxable corporate income||100|
|Fund levy on corporate tax||3|
|*||Corporate withholding tax (CWT) base||67|
|Fund levy on CWT||1.005|
|Effective corporate tax||44.055|
|Effective corporate tax||44.055%|
* Based on the assumption that 100% of the profit after corporation tax will be distributed.
** The rate may decrease under the provisions of a tax treaty, if any.
2.2 Advance tax
Effective from 1 January 2000, corporations are required to pay advance corporation tax based on their semi-annual profits at a rate of 20%. The advance tax return must be submitted by the 15th of the second month following the 6 month period and is payable within the same term. Advance taxes paid during the tax year are offset against the ultimate corporation tax liability the company, which is determined in the related year’s corporate tax return.
2.3 Legal reserves
Under the Turkish Commercial Code, Turkish companies are required to set aside first and second level legal reserves out of their profits. Please note that a branch is not subject to the legal reserve requirements.
2.3.1 First level legal reserves
Joint stock companies and limited liability companies are requiredto set aside 5% of their net profits each year as a first level legal reserve. The ceiling on the first level legal reserves is 20% of the paid-up capital. The reserve requirement ends when the 20% of paid-up capital level has been reached.
2.3.2 Second level legal reserves
The second level reserves correspond to 10% of profits actually distributed after the deduction of the first level legal reserves plus minimum obligatory dividend pay-out (5% of the paid-up capital). The second level legal reserves amount to approximately 1/11 of the profit to be distributed. There is no ceiling for the second legal reserves and it is accumulated every year.
The legal reserves set aside shall exclusively be used for the following reasons:
- To cover losses
- To maintain business activities
- To offset the negative effects of unemployment
Appendix I presents a sample calculation of legal reserves.
2.4 Calculation of corporate tax base
2.4.1 Deductible expenses
In principle, general expenses incurred for the generation and maintenance of commercial income are allowed as deductions for corporation tax purposes. Deductible expenses, inter alia, include the following:
- Expenses incurred for the issuance of share certificates or corporate bonds
- Start-up costs (these costs shall either be expensed or capitalised based on the discretion of taxpayers)
- Merger & liquidation expenses
- Previous years’ losses provided that they have not been carried forward for more than five years (on the condition that loss corresponding to each year is specified in the balance sheet)
- Donations made to governmental institutions or to associations and foundations that are granted tax exemption by the Council of Ministers, not exceeding 5% of current year’s profit
- Losses incurred in foreign jurisdictions (subject to certain conditions)
- Depreciation of fixed assets
- Depreciation and expenses of company cars provided to the employees (Please note that company cars are not subject to income tax as fringe benefitsto employees.)
- Meals provided in the premises of the company to the employees, without any limitations (However, only TL 2,100,000 of meal tickets granted to an employee for the meals outside the company premises are allowed as tax deductible expenses.)
- Social security contributions
- Compensation paid or losses incurred in line with contracts or court rulings, provided that they are related to the business
- Travel and accommodation expenses related to and commensurate with the volume of business
2.4.2 Non-deductible expenses
In general, non-deductible items are limited to those types of expenditures that either cannot be properly documented or that are regarded as abuses in respect to “business-related” or “business-promoting” criteria (e.g., excessive entertainment, representation and travel expenses). Needless to say, legally disallowable expenses increase the corporate tax burden of companies since such expenses are not eligible for deduction from the corporate tax base.
Legally disallowable expenses, inter alia, can be listed as follows:
- Interests and foreign exchange losses on loans that are regarded as thin capital
- Fines and penalties and other indemnities arising from the wrongdoings of the taxpayer
- Legal reserves
- Donations to foundations (that are granted a tax exemption by the Council of Ministers) or to government institutions exceeding 5% of corporate profit.
- Expenses recorded through severance pay provisions (Severance pay shall be accepted as tax deductible only when actual payments are made to employees.)
- Certain portion of financial expenses subject to financial limitation due to revaluation of fixed assets or usage of LIFO inventory method.
- That portion of expenses incurred that is considered to be in violation of transfer pricing regulations.
2.4.3 Depreciation methods
Depreciation may be calculated by applying either the straight line or declining balance method, at the discretion of the taxpayer. The maximum rate is currently 20% per year for the straight-line method and 40% per year for the declining-balance method. Buildings are an exception to this rule and are depreciated at a rate of between 2% and 10% per year, over a minimum of 10 or 50 years depending on the type of building. All tangibles, except for land, and intangible assets are depreciable over a minimum of five years. Generally, assets are considered to be placed in service when they are capitalised and ready for use.
However, for some items the declining balance method cannot be used. For example, goodwill is depreciated within 5 years in equal instalments and leasehold improvements are depreciated over the rental period at a flat rate.
2.4.4 Revaluation of fixed assets
Taxpayers are permitted to revalue tangible fixed assets and their related accumulated depreciation using the revaluation rate announced by the Ministry of Finance for each year, which is generally an approximation of the inflation rate. The fund generated through revaluation, which is calculated as the difference between the net book value of assets after and prior to revaluation, is credited to the non-distributable capital reserves account as the revaluation fund. The fund is taxed only if posted to another account (other than capital) or if withdrawn from the business entity. The revaluation mechanism alleviates to some extent the adverse effects of the highly inflationary environment in Turkey.
Fixed assets (except for buildings) can be depreciated over their revaluated costs.
Leasehold improvements are also eligible for revaluation.
- Transaction taxes
Deliveries of goods and services are subject to VAT at rates varying from 1% to 40%. The general rate applied is 17%. VAT payable on local purchases and on imports is regarded as “input VAT” and VAT calculated and collected on sales is considered as “output VAT”. Input VAT is offset against output VAT in the VAT return filed at the related tax office by the 25th of the following month. If output VAT is in excess of input VAT, the excess amount is paid to the related tax office. On the contrary, if input VAT exceeds the output VAT, the balance is carried forward to the following months to be offset against future output VAT. There is no cash refund to recover excess input VAT, except for exportation.
There is also a so-called reverse charge VAT mechanism, which requires the calculation of VAT by resident companies on payments sent abroad. Under this mechanism, VAT is calculated and paid to the related tax office by the Turkish company on behalf of the non-resident company (foreign companyThe local company treats this VAT as input VAT and offsets it in the same month. This VAT does not create a tax burden for the Turkish and the non-resident company, except for its cash flow effect.
- Banking Insurance & Transaction Tax (BITT)
Banks and insurance companies are exempt from VAT but are subject to BITT at a rate of 5%, which is due on the gains of such companies from their transactions. The purchase of goods and services by banks and insurance companies are subject to VAT but is considered as an expense or cost for recovery purposes.
- Property taxes
Buildings and lands owned in Turkey are subject to real estate tax at the following rates:
Other buildings 0.2%
Vacant lands (arsa) 0.3%
Lands (arazi) 0.1%
- Stamp tax
Stamp tax applies to a wide range of documents, including but not limited to contracts, agreements, notes payable, capital contributions, letters of credit, letters of guarantee, financial statements and payrolls. Stamp duty is levied as a percentage of the value stated on the document at rates ranging from 0.15% to 0.75%.
Stamp duty applies to capital contributions under a progressive tariff. Please refer to section 1.8 for the stamp duty on capital contributions.
Stamp tax per document, except for capital contributions, shall not exceed TL 540,867,000,000.
2.8 Withholding tax
Under the Turkish tax system, certain taxes are collected through withholding by the payers in order to secure the collection of taxes. These include income tax on salaries of employees, lease payments to individual landlords, independent professional service fee payments to resident individuals and royalty, license, know-how fee payments to non-residents. Companies in Turkey are responsible to withhold such taxes on their payments and declare them through their withholding tax returns.
2.9 Effects of bilateral tax treaties
Turkey has currently a bilateral tax treaty network with 41 countries. The withholding tax rates on dividends, interests, royalties may decline by virtue of a treaty if the treaty foresees a lower rate than the local legislation.
2.9.1 Calculation of treaty benefit on dividends
In order to apply the lower withholding tax rate stipulated by the treaty, the dividends should be distributed either actually or on account basis. The benefit provided by the tax treaty will vary based on the ratio of the foreign shareholding, the maximum withholding tax rate specified by the treaty and the amount of dividends distributed. We have provided a sample calculation in Appendix I based on certain assumptions.
2.9.2 Elimination of double taxation
Under the provisions of Turkey’s tax treaties, two methods are stipulated for the elimination of double taxation, namely the exemption method and the credit method. Fundamentally, the difference between the two methods is that the exemption method looks at income, while the credit method looks at the tax paid in the source country.
Under the principles of the exemption method, the country of residence does not tax the income, which according to a treaty may be taxed in the source country. In other words, income derived by a resident from a foreign country where it has already been subject to tax is exempted in the country of residence.
According to the principles of the credit method, credit is granted for the foreign taxes paid. However, the credit is generally limited to the amount of domestic tax that would be imposed on that foreign-source income if no credit for foreign tax were given.
In the absence of a tax treaty between the country of residence of the foreign shareholder and Turkey, the local law, which envisages a tax credit for foreign taxes paid in foreign countries under certain conditions will apply.
2.9.3 Tax sparing
In some of Turkey’s tax treaties, there is a tax sparing mechanism, which is included in the article pertaining to the elimination of double taxation.
The tax sparing credit is a special form of tax relief designed for foreign investors in tax treaties where Turkey grants tax incentives to encourage foreign investment.
The country of residence can give a credit against its own tax, for the tax that the company would have paid in Turkey if the latter had not granted investment incentives.
The purpose of the tax sparing relief is the prevention of taxation in the country of residence, of income generated in Turkey but not taxed therein, due to the incentive provided by the latter in order to encourage foreign investment.
Tax sparing obviously is not needed if the country of residence of the foreign investors is using the exemption method for the income concerned to eliminate double taxation.
III INVESTMENT INCENTIVES
The Turkish government provides investment incentives – so-called State Aids – in order to eliminate the inter-regional economic imbalances, to facilitate a larger capital contribution by the public and the foreign investors to the capital build-up of the country and also to support activities that have a positive effect on employment. Furthermore, such incentives aim at inducing the inward flow of foreign capital, yielding advanced and suitable technology, and increasing international competitiveness of the national industry in a way which does not breach international commitments and liabilities of Turkey.
3.1 Prerequisite to hold Investment Incentive Certificate
The principal requirement to benefit from the investment incentives is to obtain the Investment Incentive Certificate, hereinafter referred to as IIC.
Capital companies incorporated in Turkey (i.e. a joint stock or a limited liability company) as well as branches of foreign companies are qualified to apply for investment incentives. For companies with foreign capital, an application needs to be made to the Foreign Investment Directorate (FID) together with a feasibility study.
The application for the project is evaluated from macroeconomic policies, supply-demand equilibrium, industrial, financial and technical perspectives. If deemed appropriate, the Treasury grants an IIC which details the incentives to be provided. A breakdown of the fixed investment amount (i.e. land, building-construction, machinery & equipment and other expenditure items) and two lists indicating the machinery & equipment to be purchased locally and from abroad are attached to the IIC.
3.2 Regional classifications
In terms of the incentives provided, regions are classified into four as follows:
- Developed regions include locations within the provincial boundaries of İstanbul, Kocaeli and municipal boundaries of Ankara, İzmir, Bursa, Adana and Antalya metropolises.
- Regions having priority in development are determined by the Council of Ministers
- Normal regions are those other than the above mentioned two regions.
- Organised industrial zones are determined by the Council of Ministers.
Any investment realised within the last three regions listed above (including organised industrial zones within developed regions) is eligible for investment incentives.
All investments that qualify for the general purposes and requirements of state aids can be realised in normal, priority and organised industrial regions and can benefit from the incentives provided.
In developed regions, only investments having special importance, namely special sector investments determined by the Council of Ministers, can qualify for investment incentives. These investments, inter alia, are listed as follows:
- Electrical energy production investments (including “auto-production” investments)
- Infrastructure investments
- Investments to be realised within the framework of the Build-Operate or Build-Operate-Transfer models
- Priority technological investments which are determined by the High Commission of Science and Technology
- Electronics industry related investments
- Completely new investments with a fixed investment value of more than US$ 50 million that has one or more of the following characteristics:
- Necessitating high technology
- Creating high added value
- Contributing to an increase in taxable income
- Contributing to an increase in employment.
3.3 Minimum investment amount and capital requirement
The minimum fixed investment amount is TL 50 billion in priority development regions and TL 100 billion in developed and normal regions.
In addition, the minimum general equity rates required for the financing of investments under incentive certificates are as follows:
Investments in priority developing regions 20%
In normal and developed regions* 40%
* Minimum equity ratio declines to 20% if the investment is financed via foreign credit or local credit based on foreign currency.
3.4 State Aids to be granted
The State Aids that may be provided to investments under an incentive certificate are summarised below. Please note that the incentives available for each investment may differ based on the qualifications of the project and on the location thereof and are specified on the Investment Incentive Certificate granted for the investment concerned.
3.4.1 Investment allowance
The investment allowance is a corporation tax exemption granted to taxpayers holding an IIC and can be broadly defined as a deduction of a certain proportion of the eligible investment costs from the corporate tax base. The amount of investment allowance is equal to the eligible expenses times the granted investment allowance rate.
The general investment allowance rate is 100%. This means that, 100% of the expenses qualified for investment allowance will be deducted from the corporate tax base. However, the investment allowance rate can increase to 200% for industrial investments worth more than US$ 250 million having at least two of the below stated attributes:
* enhancing the international competition power of Turkey,
* providing high technology,
* contributing high value added to the economy,
* increasing the tax revenue and employment levels.
The investment allowance for the tax year will be calculated based on the relevant investment expenditure made in the current year and projected for the following year. However, late payment interest will be applicable if the investment expenses actually made in the following year remain more than 10% below the projections. Relevant expenditure refers to items listed in the IIC and purchased after the application for the IIC.
The application of the investment allowance will begin in the year the investment expenditures are initiated. The investment allowance is denominated in Turkish Lira and in the event that it is not immediately utilised due to the absence or lack of taxable income in the related year, it may be carried forward until it is entirely netted off against the taxable base. The investment allowance carried forward as such can be revalued until it is fully used up without any time limitation, using the indices determined annually by the Ministry of Finance. This revaluation provides some relief from the adverse effects of high inflation/devaluation of Turkish currency.
Under Turkish tax law, the investment allowance is exempt from corporation tax but subject to corporate withholding tax at the rate of 16.5%, (15% being the withholding tax plus a 10% fund levy on the tax) under Article 94 of the Turkish Income Tax Law (ITL) irrespective of profit distribution.
3.4.2 VAT exemption
Machinery & equipment purchased locally or imported from abroad under the IIC would be exempt from 17% VAT, which is applicable on such goods in the absence of an IIC. However, only the machinery & equipment used for production purposes and their accessories are eligible for the exemption.
During the investment period, companies are likely to incur input VAT (VAT payable on the purchase of goods and services other than machinery and equipment stated in the preceding paragraph), and are not able to create any output VAT (VAT collected on supply of goods and services) until they start their operations. Under the Turkish VAT mechanism, there is no cash refund of input VAT, it is only recoverable through the offset mechanism. Accordingly, input VAT incurred during the investment period is carried forward to the following months to be offset against future output VAT arising. Depending on the time horizon, until the company starts its operations input VAT may create a financial burden for the company and may lose its real value due to high inflation in Turkey. Please note that carried forward VAT is fixed in TL and is not eligible for revaluation. Therefore, the VAT exemption to be granted under an IIC is an important incentive for companies at the investment stage.
3.4.3 Customs duty exemption
Customs duty is applicable only on goods imported from countries outside the European Customs Union. The IIC provides an exemption for customs duties on machinery & equipment imported from countries outside the European Customs Union under the IIC.
3.4.4 Stamp taxes and fees exemption
If the investor undertakes a minimum export commitment of US$ 10,000 within two years following the completion of the investment, the below stated transactions would be exempt from stamp duty and fees:
- Company establishment
- Capital increases provided that the debt to equity ratio set in the investment certificate is preserved
- Investment loans obtained from abroad with a maturity of one year or more provided that the debt to equity ratio set in the investment certificate is adhered to
- Registration of real estates and their related rights at the Land Registry on behalf of the company where such are contributed as capital in kind.
3.4.5 Energy support
Energy support may be granted for investments realised under the IIC within the framework of the related legislation, which in practice is applicable in the developing regions.
3.4.6 Provision of land
The Ministry of Finance may provide land for investments realised under an IIC.
3.4.7 Grant of credits
Credits may be granted by the Investment Incentives Fund for the below listed investments based on certain criteria.
- Research & development
- Investments concerning environmental protection
- Priority technology investments determined by the Science and Technology High Council
- Investments of small and medium sized enterprises
- Investments concerning regional development
Further information on investment incentives may be obtained from the PwC booklet on the subject.
IV LICENSE, KNOW-HOW, AND TECHNICAL ASSISTANCE AGREEMENTS
4.1 Registration requirement for the agreements
Under the Foreign Investment Framework Decree, in order to send license, know-how, technical assistance, management fee and similar payments abroad, the local company should sign an agreement with the overseas party and must register the agreement with the Foreign Investment Directorate (FID) of the Undersecretariat of Treasury. Although registration is required by the decree, the FID can amend the fee rates stated in the agreements before registration, hence the registration requirement is handled as an approval.
There are no written guidelines regarding the level of fees acceptable to the FID. However, the common practice is determination of the fees based on the local company’s turnover or unit production. In order to avoid any complications during the permission stage, it is advisable to have the wording of the agreement reviewed by your advisors before application to the FID.
The FID and the tax administration are separate authorities and permission obtained from the FID does not provide full tax assurance. However, in general, tax authorities do not raise objections to payments made under agreements registered with the FID. Therefore, registration of the agreements by the FID provides tax comfort to some extent.
4.2 Cost allocation
Communiqué No. 33 of the Corporate Tax Law provides explanations regarding the allocation of costs incurred by holding companies. In accordance with the said communiqué, only those allocated costs meeting the conditions stated below shall be allowed as deductible expenses for corporation tax purposes.
- Costs should be related to services actually benefited from by the Turkish company.
- The nature and type of services provided should be detailed on the invoice issued.
- If an invoice is issued for more than one service category, then the fee corresponding to each service type should be specified on the invoice.
- A fair cost allocation key should be used and should be applied consistently.
In respect of the conditions stated in Communiqué No. 33, service fee payments to the parent company should be in return for services actually benefited from and services should be substantiated with verifying documents (i.e. type of service, period, place of service). Fees for services included in the Service Agreement should be determined on an arm’s length basis. Services rendered to the Turkish company as well as fees corresponding to each service type should be specified on the invoice. Additionally, details of such fees should be attached to the invoice.
However, in practice, the Ministry of Finance has always taken a negative approach towards cost allocation from the parent or sister company resident abroad. We think that an audit report obtained from an independent auditor, which indicates that cost allocation has been performed fairly and in line with the provisions of the agreement, would be of assistance for substantiation purposes.
4.3 Taxation of license, know-how, and technical assistance payments sent abroad
Taxation of license, royalty, and know-how payments differs from taxation of technical assistance and management fees. This is due to the classification of such payments amongst different income types.
Income earned from license, know-how, and royalty is deemed as “income from immovables” whereas income from technical assistance and management fees is considered as “income from independent professional services”.
4.3.1 License, know-how payments
The overseas company, to whom the payment is made, is considered as a “limited taxpayer” and is subject to taxation on income earned in Turkey through withholding.
Under Turkish tax legislation, the withholding tax rate on such payments is 22% (20% withholding tax and 10% surcharge on the withholding tax). However, the bilateral tax treaties to which Turkey is a party provide tax advantages and reduce the withholding tax rate to 10% as those types of payments are considered as royalties.
4.3.2 Technical assistance and management service fees
Technical assistance and management service fees are treated as independent professional services (hereinafter referred to as IPS) for the implementation of Turkish tax legislation and the bilateral tax treaties of Turkey.
Under local legislation, income derived by a non-resident company from independent professional services is subject to 22% withholding tax (including 10% fund levy). However, the bilateral tax treaty between Turkey and the country of residence of the foreign company may eliminate Turkey’s taxation right on the income derived from IPS in Turkey.
Under the provisions of most of Turkey’s bilateral tax treaties, in order for Turkey to tax IPS fees derived as such, the services must be rendered in Turkey and one of the conditions stated below must be present.
- The foreign company has a permanent establishment in Turkey through which the services or activities are performed; or
- The period of the services in Turkey exceeds an aggregate of 183 days in any continuous period of 12 months (in some treaties, in the calendar year concerned).
4.3.3 VAT on license, know-how, and technical assistance fee payments sent abroad
Under Turkish VAT law, Turkish resident companies making payments abroad are held responsible for the collection of VAT from the non-resident company under the so-called “reverse charge mechanism”. Accordingly, invoices issued by a non-resident company for either license, know-how payments or technical assistance fees will be subject to 17% VAT under the reverse charge mechanism. In other words, VAT will be accounted for and paid to the related tax office by the Turkish company. However, the Turkish company making the VAT payment will be eligible to consider the VAT paid as input VAT of the same month to be offset against its output VAT. Except for cash flow effects, the reverse charge VAT does not create a tax burden for either the local or the non-resident company.
V RELATED PARTY TRANSACTIONS
5.1 Thin capitalisation
Article 16 of the Corporate Tax Law regulates the issues of thin capitalisation; however, there are no definitive thin capitalisation rules, and those specified in the law are somewhat unclear which leads to differing interpretations.
Thin capitalisation is a consideration in cases where loans are obtained from related parties, the loans are continuously used within the company and the ratio of the loans to the shareholders’ equity is high in comparison to similar companies in the same sector.
According to Article 16, if a loan fulfils the three conditions listed below, it may be classified as thin capital.
- a) Direct or indirect corporate relationship, or close and permanent economic relations with the lender, and
- Continuous use of the loan, and
- Ratio of the loan to the shareholders’ equity is excessive in comparison with similar companies in the sector.
The (b) and (c) conditions are somewhat subjective and the ambiguity of the conditions gives rise to many different interpretations.
The general understanding of the Tax Supreme Court of the term “continuous use” of the loan is that it will be used for longer than one year. However, the tax authorities may also claim that those loans with a shorter maturity are thin capital.
There is no specified debt to equity ratio given in the legislation. However, in principle the higher the ratio, the higher the risk of thin capitalisation. Due to the difficulty in determining comparable debt/equity ratios of similar companies, there is some uncertainty as to what the ratio of the loan to the shareholders’ equity should be. Generally, the Tax Supreme Court in evaluating debt/equity ratios tries to find an exact match of a company in the same sector.
Many different opinions exist in case law regarding this issue; however, the prevailing opinion is that thin capitalisation risk would be considered very high where this ratio exceeds 50%.
The outcome of a loan being deemed as thin capital would be that interest expenses incurred on the loan are treated as non-deductible expenses for corporation tax purposes. Any foreign exchange losses occurring on such a loan may also be treated as non-deductible in determination of the taxable income by the tax authorities.
5.2 Transfer pricing
The basic transfer pricing rules of Turkey are similar to those of most other developed jurisdictions; however, there is no definitive legislation relating to this subject. The Turkish tax regulations do not contain detailed rules regarding transfer pricing and the explanations of the Ministry of Finance do not provide specific guidelines.
According to Article 17 of the Corporate Tax Law, if a company engages in buying, selling, manufacturing, construction transactions or services with its own shareholders, or with real or legal persons who are related to its shareholders, or with real or legal persons directly or indirectly related to or under the influence of the company by means of management, supervision or capital, then, where the prices or amounts are clearly higher or lower than those of a similar nature, or are free of charge, the related earnings would, partially or entirely, be deemed as a disguised distribution.
In other words, the transactions between related parties must be carried out in accordance with ”the arm’s length principle”.
5.3 Treatment of group companies
Consolidation of the accounts of group companies for tax purposes is not allowed in Turkey since each company is regarded as a separate taxpayer.
VI CAPITAL ADEQUACY
6.1 Technical insolvency
Article 324 of the Turkish Commercial Code states that where half of a company’s capital is lost or reduced according to the latest financial statements, either as a result of operational losses, or for other financial reasons, then the board of directors should draw up an interim balance sheet using the market values of the assets as a basis.
In a situation where the company has lost two thirds of the paid-up capital according to the interim financial statements prepared as such, then the board of directors is required to take action and notify the general assembly. The Commercial Code provides the following alternatives to the general assembly.
Alternatives set out in the Commercial Code
- The general assembly may decide to complete the missing portion of the capital by means of a cash injection.
- The general assembly may decide to satisfy the regulation with the remaining capital (i.e. decrease of capital) and to continue performing its activity.
Where the general assembly does not adopt a solution, by either adding capital, or continuing with the remaining one third of the capital, and if the assets of the company are not sufficient to cover the debts of the creditors, the board of directors must immediately inform the Commercial Court. The company may then be considered to be in an insolvent position by the Commercial Court.
However, if it can be ascertained that the situation of the company could be improved, then the court may defer the adjudication of bankruptcy on application by the board of directors or by a creditor. In this situation, the court shall take the necessary measures for the protection of the assets of the company, such as drawing up of an inventory or the appointment of a trustee.
In other words, a company does not become insolvent automatically. The board of directors is required to take the necessary actions and if the choice is to apply to the court, the above process should be completed.
6.2 Capital adequacy and borrowing limits
The Turkish tax regulations do not provide predetermined debt to equity ratio. The exceptions to this general rule are thin capitalisation (only in case of related party loans) and technical insolvency risk referred to in the preceding paragraph, which might be the case due to the financial burden created by excessive borrowing.
Companies operating in Turkey generally face erosion of their paid-up capital due to the highly inflationary environment, since the paid-up capital is fixed in TL and it cannot be revalued.
The losses incurred in the earlier years of operation do create dividend blocks since profit distribution cannot be realised before the deduction of prior years’ losses from the profits generated in the subsequent years.
VII EXIT ROUTE – CAPITAL GAINS
There is no separate capital gains taxation in Turkey. Capital gains derived by corporations are incorporated to their taxable income and are subject to corporation tax.
7.1 Sale of shares
Capital gains derived from the sale of shares in a local company by either a foreign company or a local company are, in principle, taxable. There is no VAT on the sale of stock. However, sale of shares held in a limited liability company is subject to VAT.
7.1.1 Sale of shares between non-residents (individuals or corporations)
Taxation of capital gains derived from the sale of shares between non-residents (individuals or corporations) differ based on the legal status of the company whose shares are held. In case of a joint stock company, sale of shares between non-residents does not give rise to taxation in Turkey. There is no difference between a majority and a minority sale with respect to tax treatment. Sales of shareholding in a limited liability company by non-residents (individuals or corporations) are subject to tax in Turkey through filing of a special tax return. However, foreign exchange gains are not included in the taxable income (except for those derived from continuous trading of securities).
7.1.2 Sale of shares from a non-resident individual to a resident
Capital gains exemption is provided for the sale of joint stock company shares held by non-resident individuals to residents on the condition that holding period of the shares exceeds 3 months. Please note that this exception does not apply to corporations. In addition, the availability of a bilateral tax treaty between the country of residence of the non-resident shareholder and Turkey may lead to avoidance of payment of capital gains tax in Turkey on the condition that the holding period exceeds one year. This is also true for the capital gains to arise from the sale of shareholding in a limited liability company.
7.1.3 Sale of interest in a local entity by a resident company
In principle, capital gains realised from a sale are included in the corporate income of the company and are subject to full taxation. However, two tax saving mechanisms have been introduced in order not to tax fictitious capital gains stemming from high inflation, namely cost revision and provisional corporate tax exemption (valid until 31 December 2002) provided that the shares are held for over two years and some other conditions are met.
Under the cost revision method, the historical acquisition cost is increased by annual revaluation rates, except for the year of acquisition and sale, in determination of capital gains. Part of the capital gains corresponding to the increased cost is exempt from both corporation tax and corporate withholding tax. The rest is subject to full taxation. The profit corresponding to the increased cost must be kept within the company in a special reserve account, which shall be used only to increase the paid-up capital. Should reserves be distributed or posted to another account, they are subject to taxation in the year in which the distribution or transfer takes place.
Under the temporary corporate tax exemption method, capital gains are exempt from corporation tax but are subject to 16.5% corporation withholding tax (including 10% fund levy), on the condition that profits are added to the paid-up capital in the year of sale. Sale of fixed assets under this mechanism is also exempt from VAT and deed registry tax.
7.2 Sale of assets by a resident company
Capital gains arising from the sale of fixed assets by resident corporations are, in principle, subject to full corporation tax. The tax saving mechanisms explained in part 7.1 are also applicable to capital gains generated from the sale of fixed assets. However, the provisional corporate tax exemption can be applied only to real estate whereas cost revision is applicable to all fixed assets subject to depreciation that have been held for more than two years.
VIII MERGERS & ACQUISITIONS
As a general rule, transfer of assets from one entity to another should be realised at current market value and capital gains arising from the sale should be incorporated to the corporate income of the company selling the assets. There is no separate capital gains taxation in Turkey. The same principle is followed in the case of a merger.
Merger transactions take place at market and/or net realisable value and tax is payable on the resulting uplift over book values. Taxation arises as the hidden reserves of the dissolving company are realised. Additionally, any brought forward losses in both of the merging companies are lost.
However, there is one specific exception to this principle defined as a “take-over” in the Corporate Tax Law. Take-over is the transfer of the balance sheet of the company (assets and liabilities over their recorded values) as of the take-over date to another company. The main requirement for a take-over is that the location of the two companies’ legal or business centres must be in Turkey. No taxation arises for the capital gains since the assets of the dissolving company are transferred to the absorbing company at book value and any taxation is deferred to a later date. The absorbing company retains its right as to loss carryovers; however, accumulated losses in the dissolving company are lost.
Any profits arising from the liquidation (i.e., from the sale of company’s assets) are taxed as if they had been earned in the ordinary course of business. The company enters into the liquidation period from the date the liquidation process is started. The period until the end of the calendar year in which the liquidation process is started and the subsequent calendar years until the finalisation of the process are considered as liquidation tax periods. Instead of tax years, the company files tax returns based on its liquidation periods and pays taxes, if any. At the end of the liquidation process, final profit or loss is calculated. Any loss over the period of the liquidation of a company may be carried back over the number of years within the period of liquidation, and overpaid taxes can be reclaimed.
X FILING REQUIREMENTS & PAYMENT OF TAXES
10.1 Tax year
Corporate tax is generally assessed on a calendar year basis. However, companies may adopt any 12-month fiscal period appropriate to their business, subject to the approval of the Ministry of Finance.
10.2 Corporate tax return
A corporation tax return is due to be filed by the end of the fourth month after the end of the accounting year (i.e., in case the calendar year is taken as an accounting year, the return is due by April 30 of the following year).
The balance sheet and income statement for the relevant period must also be filed together with the corporate tax return.
10.3 Payment of corporation tax
The corporation tax is payable in three equal installments. The first installment is due by the end of the month in which the tax return is filed, the second and third installments are payable by the end of the third and sixth months following the first payment. (If the calendar year is taken as the accounting year, in April, July and October.)
10.4 Payment of corporate withholding tax
The corporate withholding tax return is due to be filed by the 20th day of the month following the dividend distribution. The tax is also payable within the same period. The corporate withholding tax on exempt income items must be declared and paid by the 20th day of the month following the month in which the corporation tax return is filed. This tax is payable in three equal installments. The first installment is due within the filing period of the corporate withholding tax return; the second and third installments are payable together with corporate tax installments.
10.5 Value added tax
The tax period for VAT purposes is one month. Taxpayers or the ones who are responsible for the payment of the value added tax under the reverse charge mechanism must file their tax returns with the local tax office by the 25th of the following month. VAT is also payable within the same period.
10.6 Advance tax
An advance tax return must be filed by the 15th of the second month following the six month period and is payable within the same term. The advance taxes paid during the year are offset against the ultimate corporate tax liability of companies determined in the related year’s corporate tax return.
10.7 Withholding tax
A withholding tax return is due to be filed by the 20th day of the following month, and the tax is payable within the same period. Should the number of employees be less than 10, then the return shall be filed quarterly by submitting a petition to the tax office to file quarterly tax returns. The period for quarterly withholding tax returns starts in February. Accordingly the first quarter is February-March-April period and the withholding tax return is due to be filed on the 20th of May.
10.8 Social security premium notifications
Social security premium notifications are due to be filed by the end of the following month with the Social Security Institution. The premiums withheld from the salaries of the employees are also payable within the same period.
In addition, four monthly insurance premium payrolls are required to be filed with the Social Security Institution, indicating the details of the social security premium payments.
XI LEGAL BOOKS & GENERAL ACCOUNTING PRINCIPLES
11.1 Legal books and records
Corporations including non-resident corporations having branches in Turkey are required to keep legal books based on the Uniform Chart of Accounts, which requires the use of accounting codes assigned for each account. The legal books must be taken as a base for the issuance of financial statements.
The Tax Procedural Law requires the maintenance of the following legal books, which must be authenticated by a public notary before the commencement of the accounting year.
- Journal ledger
- General ledger
- Inventory ledger
The legal books and the accounting records must be kept in Turkish and in Turkish Lira terms. Computerised or dual language records are allowed provided that the requirements of the Uniform Chart of Accounts and the Tax Procedural Law are complied with.
The statute of limitations imposed by the tax legislation and the Turkish Commercial Code is five years and 10 years, respectively. Accordingly, the legal books must be retained for at least five years for tax purposes.
11.2 Recognition of income and expense – accruals
Accruals basis accounting is applicable for corporation tax purposes. In principle, liabilities are to be recorded when the invoices pertaining to goods or services are received. However, an exception to the general rule exists for service charges at the year-end, the amounts of which are known in advance (electricity, water bills etc.).
Capital Markets Board regulations, applicable for public companies, also require all revenues and expenses to be accrued in the related accounting period.
11.3 Foreign currency transactions
The Turkish Tax Procedural Law requires maintenance of legal books in Turkish lira terms. Accordingly, all foreign currency transactions are translated into local currency at the prevailing foreign exchange rate at the transaction date (i.e. invoice date). Assets and liabilities denominated in foreign currency are revalued at the year-end based on the rates announced by the Ministry of Finance. Foreign exchange gains or losses emanating from the valuation are posted to the related accounts and they are, in principle, taken into account in determination of the tax base.
11.4 Capitalisation of interest and foreign exchange losses
Interest and foreign exchange losses incurred on the loans obtained for the acquisition of fixed assets are required to be capitalised by the end of the acquisition year. Interest and foreign exchange losses arising thereafter may either be expensed or capitalised at the discretion of the taxpayer.
11.5 Bad debts
Under the Turkish Tax Procedural Law, receivables shall be treated only as bad debts, and provisions shall be made for such if the receivables have been taken to the court or if legal proceedings have been commenced.
In the existence of one of the two conditions stated above, provisions set aside for such receivables can be legally expensed. But such receivables must still be shown on the balance sheet as “doubtful receivables”. The amount of provisions shall not be higher than the actual receivables. In case of receivables with a guarantee, the provision will not include the guaranteed amount.
In case receivables are collected after setting aside provisions, then the amount collected will be recorded as income. If as a result of the court action or legal proceedings, it is decided that such receivables shall not be collected, then the provision account is closed and the related receivables are written off.
Bad debts cannot be revalued. Provisions can only be made in historical Turkish lira amounts and likewise if the conditions are present, then they can be written off in historical Turkish lira terms.
11.6 Bad debts written off
Receivables that shall not be collected based on a court ruling, or on a convincing document/certificate verifying that the receivables are not collectible, shall be recorded as an expense at their book value.
11.7 Inventory valuation
The inventories, either purchased or produced, are valued at their cost value. Under the regulations of the Tax Procedural Law, for goods produced the cost value includes direct and indirect production costs. It is optional to allocate general administration expenses into the cost of goods produced.
The inventory shall be valued by using the following valuation methods:
- Actual or moving weighted average
Corporations may use the LIFO method for the valuation of their inventories. However, corporations applying LIFO for inventory valuation shall not use another method such as FIFO or weighted average for a period of 5 years.
However, a certain portion of financial expenses of taxpayers using the LIFO method for the valuation of their inventory is treated as nondeductible in determination of taxable corporate income. The term financial expenses covers the costs and expenses incurred by the company in respect of foreign sources such as:
- Interest expenses
- Term differences
- Discount premiums, and the like.
11.8 Loss carryovers
Losses can be carried forward for up to five years, but they cannot be carried back. The amount of loss to be carried forward is fixed in Turkish Lira and is not eligible for revaluation. Therefore, the amount may erode in the course of time due to adverse effects of inflation.
The use of a loss carryover can be limited after a change of legal entity of a company. In a vertical merger, because a new company is formed, no loss carryovers from either company prior to the merger can be brought forward into the new company. In a horizontal merger, the accumulated losses of the absorbing company can be deductible. In a take-over, the losses of the dissolving company cannot be carried forward. However, the losses of the acquiring company can be carried forward. A change of business activity would not affect a company’s ability to use its accumulated losses. Accumulated losses incurred by the local branch of a foreign entity will not be deductible even if the activities that generated the loss are subsequently transferred to a locally incorporated entity.
XII TAXATION OF EMPLOYEES
In accordance with the Turkish tax regulations, all employees working under a resident employer are included into the local payroll. The employer withholds taxes, funds and other duties on income at source and the employees receive the net amount after such deductions, as explained below.
12.1 Income tax
Taxable income includes all amounts whether in cash or in kind arising from an employment in Turkey.
Employment income earned in 2000 is taxed at the following rates, according to the income bracket:
|Taxable Income (MTL)||Tax Rate (%)|
Income tax withheld from the salaries of the employees are to be declared through withholding tax return by the 20th of the following month and should be paid within the same period. However, in case of employment of less than 10 employees, a quarterly withholding tax return may be filed by submitting a petition to the tax office to file quarterly tax returns.
12.2 Social security contributions
All employees must belong to a social security scheme, which includes insurance for work-related accident and illness, sickness, pregnancy, disability, old age and death. Contributions as a percentage of gross salary are payable by individual employees and employers. Employee contributions are deductible in determining taxable income. Currently, office-based employees pay 14% and employers pay 19.5 % up to an upper earnings level of TL 12,000,000 per day effective from 1 January 2000 (this ceiling is to be revised in April). That portion of the salary exceeding the upper limit is not subject to social security contributions. Social security contributions are declared and paid by the employer.
12.3 Compulsory Saving Fund
Applicable until the end of May 31, 2000:
Should the company employ more than 10 employees then both the employee and the employer are required to make monthly contributions into the compulsory saving fund at the rate of 2% and 3%, respectively, of the gross salary without any upper limits. The relevant portion is tax deductible for both employee and employer. The compulsory saving fund does not apply to foreign nationals.
Effective from June 1, 2000:
Effective from June 1, 2000, compulsory unemployment insurance will be enacted to replace the compulsory saving fund practice. Unemployment insurance premiums will be imposed on the employee and the employer at the same rates as the current compulsory savings fund, although contributions will now be capped at the social security ceiling. Additionally, the government will also be required to contribute 2% on behalf of the employee. Under this new practice, employees whose employment contracts are terminated will be entitled to an unemployment benefit depending on certain conditions being met. The application of compulsory unemployment insurance where less than 10 employees are employed is uncertain for the time being.
12.4 Stamp duty on payroll
A stamp duty of 0.6% applies on the gross amount of salary.
|Calculation of Tax Advantage Arising from Double Tax Treaty
|1. Profit before tax||1,000,000|
|2. Paid up capital||50,000|
|3. Ratio of foreign shareholder||95%|
|4. Profit to be distributed||100%|
|5. Dividends are payable to the Netherlands – 10% withholding tax limit is set by the treaty.|
|Fund levy on corporation tax||30,000|
|Corporate withholding tax on dividends||90,034|
|Fund levy on corp. withholding tax||9,003|
|Profit after tax||570,963|
|I. Legal reserve (5% of profit after tax) *||10,000|
|I. Dividend pay-out (5% of paid-up capital)||2,500|
|II. Legal reserve||59,773|
|II. Dividend pay-out||597,727|
|Total dividend pay-out||600,227|
|Dividend corrresponding to foreign shareholder||570,216|
|Tax advantage from bilateral treaty **||37,064|
|Corporate withholding tax corresponding to foreign shareholder||94,086|
|Dividend payable to foreign shareholder||513,194|
|* The first legal reserve shall not exceed 20% of paid-up capital.
|** Calculation of tax advantage:|
|Corporate withholding tax base =||600,227|
|Corporate withholding tax base corresponding|
|to foreign shareholder (“Y”) =||Share of foreign shareholder x corp. withholding tax base|
|Y =||95% x 600,227|
|Tax advantage =||Y x (local rate – treaty rate)|
|=||570,216 x (16.5% – 10%)|
|Tax advantage =||37,064|
Withholding Tax Rates Specified in Tax Treaties
|Albania||5-15 (6)||10.00||10.00||22 (7)|
|Austria||25-35 (8)||15.00||10.00||10-22 (9)|
|Republic of China||10.00||10.00||10.00||22.00|
|Japan||10-15 (15,16)||10-15 (17)||10.00||15.00|
|Jordan||10-15 (15)||10.00||12.00||22 (7)|
|Kazakhstan||10.00||10 (18)||10 (18)||22 (7)|
|Korea, Republic of||15-20 (11)||10-15 (19)||10.00||22.00|
|Macedonia||5-10 (6)||10.00||10.00||22 (7)|
|The Netherlands||15-20 (21)||10-15||10.00||22.00|
|Northern Cyprus||15-20 (11)||10.00||10.00||5-15|
|Norway||20-30 (8) (22)||15.00||10.00||22.00|
|Saudi Arabia (24)||–||–||–||–|
|Tunisia||12-15 (25)||10.00||10.00||22 (7)|
|United Arab Repub.aEmirates||10-12 (13)||10.00||10.00||22.00|
|United Kingdom||15-20 (26)||15.00||10.00||22.00|
|United States||15-20 (27)||15.00||5.00 – 10.00||22.00|
|White Russia||10-15 (29)||10 (30)||10.00||22.00|
- Dividend taxation refers to the corporate withholding tax.
- Reduced to local rate by Turkish law if it is lower than treaty rate.
- Generally, tax withheld from interest is 10% (11% including fund levy). In certain circumstances, such as bank credits and loans from abroad, the rate is nil.
(4) Technical assistant fees are considered as independent professional service income. If a bilateral tax treaty exists, they are taxed only in certain circumstances in Turkey. If the tax is applied – except for Austria and Northern Cyprus – the rate is 22%, including the levy.
(5) In certain circumstances, individuals who are not considered as seconded under technical assistance contracts and who establish residence (over 180 days) may be subject to normal income tax withholding on salaries (25-55%). For entities that employ labour under such contracts, which is not considered as falling under the classification of independent professional services, the changes made under the contract are subject to 27.5% withholding tax, including levy.
(6) 5% if the recipient company owns at least 25% of the shares of the payor company, otherwise 15%.
(7) Taxed only if there is a fixed place of business; there is no 183 day rule.
(8) 25% if recipient company owns at least 25% of the payor company, otherwise 35%.
(9) 10% if the services are not rendered in Turkey.
(10) By an amending protocol, 10% if the recipient is a company and the dividend is not subject to tax in Belgium. Otherwise, 20%, or 15% if the recipient is a company and owns at least 10% of the payor company.
(11) 15% if recipient company owns at least 25% of the payor company.
(12) 15% if recipient company owns at least 10% of the payor company. For France, the receivables could be paid in France.
(13) 10% if the recipient company owns at least 25% of the payor company, otherwise 15%.
(14) 10% if the interest paid to a bank or financial institution.
(15) 10% if the recipient company owns at least 25% of the payor company.
(16) If the Turkish tax on the income is less than 40%, the rates are 15% and 20% respectively.
(17) 10% if the recipient is a financial institution (bank or insurance company).
(18) If Kazakhstan accepts a lower rate in her bilateral tax treaties with any OECD countries concluded after her treaty with Turkey, this lower rate will be applied.
(19) 10% if debt matures in more than two years.
(20) 0% if undistributed dividends are not taxed in Malaysia.
(21) If the recipient company owns at least 25% of the payor company, 15% or, by an amending protocol, 10% if the recipient is a company and the dividend is not subject to tax in the Netherlands. Otherwise, 20%.
(22) 25% in Turkey; 20% in Norway if recipient company owns at least 25% of the payor company.
(23) 10% if recipient owns at least 25% of the payor company and if the payor company engages in industrial activities.
(24) Agreement covers income derived from air transport between Turkey and Saudi Arabia.
(25) 12% if recipient owns at least 25% of the payor company.
- 15% if the recipient company holds at least 25% of the voting rights in the payor company.
- 15% if the recipient company holds at least 15% of the voting rights in the payor company.
- If the interest is paid to the Central Bank of Israel, the interest obtained will be exempt from withholding tax.
- 10% if the recipient company holds at least 25% of the payor company, otherwise 15%.
- If the interest is paid to the Central Bank of White Russia, the interest obtained will be exempt from withholding tax.
(31) 5% if the recipient company holds at least 25% of the payor company, otherwise 10%.
* VAT Application may have legislation updates.
* Please apply to our consultancy for current legislation.