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International corporate law
Business registration and support in Turkey LEGAL AUDIT OR DUE DILIGENCE OF BUSINESS IN TURKEY

Taras Miroshnychenko

Head of International Corporate Law and Fintech Practice

E-mail

miroshnychenko@prikhodko.com.ua

Phone numbers

Expert in fintech, crypto, and international corporate law with over 20 years of experience. Specializes in crypto licensing (VASP/CASP), iGaming business support, and international structuring, asset protection, and OSINT analytics for risk assessment and due diligence.

LEGAL AUDIT OR DUE DILIGENCE OF BUSINESS IN TURKEY

Legal analysis and verification of a company in Turkey include the following:

Study of the authorized capital, its structure, and corporate documents;
Analysis of personnel and relevant documentation in the personnel sphere;
Verification of compliance with the laws and policies of the country, including the GDPR;
Analysis of business contracts and counterparties;
Verification of the legal status of property, funds, and other assets of the enterprise, as well as the presence of intellectual property and its protection;
Checking the presence or absence or status of litigation;
Compliance with environmental regulations.

Due diligence – legal audit of a business

Law Firm Prikhodko and partners provide services for a comprehensive legal audit of a business – due diligence. Before buying a company, be sure to understand its condition, including legal, tax, accounting, financial and other risks.

Due diligence is carried out both in the interests of the business owner (Vendor Due Diligence) and the potential investor (Buyer Due Diligence).

Based on the results of the business audit, you will receive an output that will give you the following:

Your desire to acquire a business, in general, may change dramatically;
You can get arguments to reduce the cost of the acquired business;
You can apply legal mechanisms in a timely manner to prevent in the future various kinds of problems with the tax, contractors, employees, investors, and so on.

Order Due Diligence of a business (company) – frequent cases:

purchase and sale of corporate rights to the company;
analysis of public offerings of securities on the stock exchange (IPO);
mergers and acquisitions of businesses (M&A);
investment attractiveness of the company;
a joint venture of two or more founders;
financing or lending to a business or its assets;
provision of reimbursable financial assistance, including interest.

Depending on this, there are at least two types of business verification:

Full report Due diligence (full scope) – the most detailed and complete analysis of all submitted documents, open sources of information, as well as sources of information with limited access.
Selective report Due diligence (red flag report) – only those questions that are posed for research are checked.

Can a Ukrainian open a company in Turkey without a local partner?

For many ordinary types of commercial activity, a company with wholly foreign capital is possible. A foreign founder may be an individual or a legal entity. A Turkish partner is not a universal requirement for every company, but before registration, restrictions applicable specifically to the selected sector should be checked.

Management is determined separately: who will represent the company, sign agreements and operate the account. The ability to own a business does not automatically mean the right to work personally in Turkey. Therefore, the ownership structure, authority and immigration matters are considered together, before the documents are prepared.

Is it mandatory to establish a Turkish company in order to open an account in Turkey?

This depends on who needs the account and for which transactions. An individual’s account, an account of a Turkish company and banking services for a foreign legal entity involve different banking procedures. This service primarily covers launching a Turkish company and preparing it for corporate banking.

If the legal entity is already registered in another country, it is first necessary to clarify whether the bank will consider servicing it and which documents and local connections it expects. Establishing an additional company solely for the account should be considered only after the business need has been reviewed. It is also important to take into account the accounting and corporate obligations that will arise for the new structure.

What practical advantage does an account in Turkey provide for trade?

An account helps organise payments in the country where the company purchases or sells goods: paying suppliers, receiving local proceeds and handling settlements for business transactions. Foreign currency accounts and international transfers can complement this model for working with overseas clients.

For more complex supplies, letters of credit, documentary collections or guarantees can be considered separately. For example, a letter of credit links payment to the presentation of the documents specified in it. At the same time, the bank checks the documents in accordance with the terms of the instrument and does not guarantee the quality of the goods. This is why the banking product and supply agreement should be aligned.

Can a company and an account be opened entirely online?

Representation under a power of attorney is permitted for some registration actions, but the possibility of completing the entire process without travelling depends on the specific composition of founders and signatories. Documents issued abroad must be prepared in a form acceptable to the Turkish registry. Incorrectly worded authority may result in the power of attorney having to be reissued.

The bank establishes its own identification procedure and may require the personal participation of a company representative. Online banking after the account has been opened does not confirm the possibility of making the initial application remotely. Therefore, the format of participation is agreed before booking travel, executing a power of attorney and planning the first payment.

How long does registration and the launch of settlements take?

Registration in the trade registry is only one stage. Before it, the structure must be determined and documents and translations prepared; afterwards, the necessary organisational procedures must be completed and the bank review passed. Therefore, the date on which the company appears in the registry and the date on which the account is ready for the required payments may differ.

The overall plan is affected by the founder’s documents, participation of a foreign legal entity, the need for a power of attorney, a regulated type of activity and additional bank requests. An indicative timeframe should be determined after analysing the source information. For the first contract, it is advisable to separately check whether the required currency, access and payment direction have already been activated.

Does company registration give the right to live and work in Turkey?

Company registration formalises the business but does not in itself give the founder an unrestricted right to reside or work. If the owner plans to work personally or perform management functions in Turkey, the relevant immigration and employment regime, including possible exceptions, must be assessed.

Separate financial and staffing criteria may apply to a work permit. They cannot be replaced by the minimum share capital established for company registration. This is why plans to relocate and work personally should be disclosed at the beginning of the consultation: they may affect the organisation of the business.

Is accounting required if the company is not yet earning income?

After registration, the company must comply with applicable accounting and reporting obligations even while preparing to start sales. At this stage, there may already be owner contributions, rent, equipment purchases and other transactions. They must be properly recorded and supported by documents.

The list of tax returns, notifications and electronic tools is determined by the local accountant according to the company’s status and activities. It is advisable to agree the calendar and document transfer procedure immediately. If the company will not be used for a long period, further actions regarding it should be assessed separately rather than simply discontinuing accounting and communication with the authorities.

Do CFC obligations arise in Ukraine?

Such obligations may arise if the owner is a Ukrainian tax resident and meets the statutory criteria for control of a foreign company. Ukrainian citizenship alone is insufficient for a conclusion: tax residence, ownership structure and actual control must be assessed.

Where the relevant ground exists, a CFC notification is submitted within 60 calendar days from the event. The annual report is a separate obligation. A possible exemption of CFC profit from taxation should not be equated with an exemption from reporting. To ensure the required information is available later, Turkish financial documents and corporate changes should be collected systematically from the moment the company is established.

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