Corporate Secretarial Services in Turkey: The Annual Compliance Calendar for Foreign-Owned Companies (2026)
Beyond tax returns, every Turkish company has corporate housekeeping: the annual general assembly, certified books, beneficial-owner filings and foreign-investment reporting. Foreign parents miss these more often than tax deadlines because nobody locally “owns” them.
- The ordinary general assembly must be held within three months of the financial year-end — by 31 March for calendar-year companies (Turkish Commercial Code Arts. 409 and 617).
- The board resolution book of a joint-stock company needs closing certification by 31 January (TCC Art. 64/3); from 1 January 2026 new companies keep their corporate books electronically.
- Changes in ultimate beneficial owners must be notified to the tax office within one month (Tax Procedure Law General Communiqué No. 529).
- Deadline alert: companies below the new minimum capital (A.Ş. TRY 250,000, Ltd. TRY 50,000) must increase it by 31 December 2026 — see what foreign-owned companies must do.
- Companies with foreign capital, branches and liaison offices report to the Ministry of Industry through E-TUYS every year by the end of May (Law No. 4875; for 2026 the deadline was 1 June).
Key facts: annual corporate compliance in Turkey
| Obligation | Deadline | Legal basis |
|---|---|---|
| Ordinary general assembly (approve accounts, discharge directors) | Within 3 months after year-end (31 March) | TCC Art. 409 (A.Ş.), Art. 617 (Ltd.) |
| Board resolution book — closing certification (A.Ş.) | End of the first month of the next year (31 January) | TCC Art. 64/3 |
| Share ledger, general assembly and resolution books — opening certification | Before first use | TCC Art. 64 |
| Electronic corporate books | Mandatory for companies formed from 1 January 2026; optional for existing ones (no return to paper once switched) | TCC Art. 64/4 and implementing communiqué |
| Ultimate beneficial owner (UBO) notification | Within 1 month of any change | Tax Procedure Law General Communiqué No. 529 |
| Foreign direct investment reporting (E-TUYS) | Annually by the end of May | Foreign Direct Investment Law No. 4875 and its regulation |
| Minimum share capital | A.Ş. TRY 250,000 · Ltd. TRY 50,000 — companies formed before 2024 must comply by 31 December 2026 or are deemed dissolved | Presidential Decision No. 7887; TCC Temporary Art. 15 (Law No. 7511) |
What are corporate secretarial services in Turkey?
Month-by-month calendar for a calendar-year company
| Month | Corporate action |
|---|---|
| January | Closing certification of the board resolution book (A.Ş.) by 31 January; opening certification of new books if needed |
| February–March | Prepare financial statements, board report and profit-distribution proposal; hold the ordinary general assembly by 31 March |
| April | Register general assembly resolutions that need registration; file the annual corporate tax return |
| May | E-TUYS foreign-investment reporting by the end of May |
| Any time | Share transfers, capital changes, new directors or managers → trade registry and UBO notification within one month |
A.Ş. vs Ltd.: which corporate formalities apply?
| Joint-stock company (A.Ş.) | Limited company (Ltd. Şti.) | |
|---|---|---|
| Management body | Board of directors | Manager(s) / board of managers |
| Books | Share ledger, board resolution book, general assembly book | Share ledger, general assembly book, managers’ resolution book if a board is used |
| Share transfer | Endorsement and share ledger entry (registered shares) | Notarised transfer agreement, general assembly approval, trade registry registration |
| Minimum capital | TRY 250,000 | TRY 50,000 |
| Typical choice for foreign groups | Larger operations, future investors | Most subsidiaries and SMEs |
What does it cost to outsource corporate secretarial work?
- Number of shareholders and directors, especially foreign ones needing translations and apostilles.
- Whether the general assembly is held physically, electronically or by written resolution.
- Number of changes in the year (share transfers, capital increases, new managers).
- Physical vs electronic books.
- Whether it is bundled with monthly accounting.
See how accounting services are priced in Turkey.
Turkey vs other countries: annual corporate filings
| Country | Annual general meeting deadline | Beneficial owner register |
|---|---|---|
| Turkey | 3 months after year-end | Notified to the tax office; changes within 1 month |
| Germany (GmbH) | Within 8 months (11 for small companies) | Transparency register |
| UK (Ltd) | No AGM required for private companies; annual confirmation statement | PSC register at Companies House |
Indicative overview.
Case study: the missed general assembly
Illustrative scenario (composite of typical cases): A Canadian parent’s Turkish limited company had not held a general assembly for two years; the local accountant filed tax returns but assumed “the lawyers” handled corporate matters.
The obvious answer: Nothing happened, so nothing is wrong.
Why it failed: When the parent wanted to transfer shares to a new holding company, the notary and trade registry required approved accounts and valid manager appointments. The transfer was delayed by six weeks while past general assemblies were regularised.
The structure adopted: Catch-up general assembly resolutions, re-certified books, updated UBO notification, and a corporate calendar run alongside monthly accounting.
What happens if…
What happens if the general assembly is not held on time?
The meeting can still be held late, but directors or managers are exposed to liability, and share transfers, capital changes and bank processes are delayed until approvals are regularised.
What happens if books are not certified?
Administrative fines apply under the Turkish Commercial Code and the Tax Procedure Law, and uncertified books may lose their evidential value.
What happens if a UBO change is not notified?
The Tax Procedure Law penalty provisions for failing to provide requested information can apply, and banks may block transactions during KYC reviews.
What happens if E-TUYS reporting is missed?
The Ministry can request the information and the company falls out of compliance with foreign-investment reporting, which often surfaces during later investment incentive or permit applications.
Frequently asked questions
When must a Turkish company hold its annual general meeting?
Within three months after the end of the financial year — by 31 March for calendar-year companies (TCC Arts. 409 and 617).
Who must file a beneficial owner notification in Turkey?
Corporate taxpayers and certain other entities must notify their ultimate beneficial owners to the tax office electronically and update the notification within one month of any change (VUK General Communiqué No. 529).
What is E-TUYS reporting?
An annual online report by companies with foreign capital, branches and liaison offices to the Ministry of Industry and Technology under Law No. 4875, due by the end of May.
Do Turkish companies still need physical books?
Companies formed from 1 January 2026 keep their share ledger, resolution and general assembly books electronically; existing companies may switch but cannot return to paper.
Keep your Turkish entity in good standing
We run the corporate calendar alongside accounting and tax, so general assemblies, book certifications, UBO and E-TUYS filings are done on time.
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Primary sources
- Turkish Commercial Code No. 6102 — Arts. 64, 409, 617
- Foreign Direct Investment Law No. 4875
- Tax Procedure Law No. 213 and GİB (General Communiqué No. 529)
- Official Gazette
Turn Turkey compliance into certainty
SYSTEMS CPA supports foreign-owned companies with company formation, accounting, tax compliance and payroll in Turkey — one accountable local partner. Reviewed by Evren Özmen, SMMM (Certified Public Accountant), TÜRMOB Reg. No. 35675.
