In short
A foreign company's branch in Turkey is registered in the trade registry as a branch. This registration does not turn the company into a Turkish limited company. The centre remains a foreign legal person. A separate minimum-capital sum is not frozen here. The reader looks at the type box in the registry extract and at the trade-name line. A Turkish addition on the sign does not change that reading.
How the registry entry shows the branch
The registry entry shows together the branch's trade name, the identity of the centre, and the representative who will transact in Turkey. The trade name carries the foreign company's own trade name, and it also says that the record is a branch. A Turkish phrase added to the sign, the shop window, or the business card does not give birth to a new legal person. The type is read from the entry in the trade registry, not from the sign that was announced. If the centre is in another country, that information does not give the branch a separate personality.
The branch transacts inside the legal personality of the centre. Looking in the registry for a separate list of shareholders, or for articles of association, leads to treating the record as a limited-company incorporation. The incorporation papers are a different act. If the registry extract says branch, the reading stops there, and a new company is not assumed. If the centre's trade name has changed, the current state of the branch record is requested separately. An old photocopy does not carry a later change by itself.
The branch manager's authority is read from the document
The branch manager represents within the limit of the authority document entered on the registry. A transaction that is not written in the document is not treated as unlimited as if it were the manager's duty. A signature put when there is no authority document, or without the limit in the document being read, is not accepted as having assumed every debt of the centre. The business card the other party saw does not take the place of the representation record on the registry. The signature circular and the registry extract are placed side by side. If the two conflict, which document was entered on the registry is taken as the basis.
If there is a subject limit in the authority document, representation is not assumed by crossing that limit. If the document has listed a transaction, a transaction that was not listed is not treated as done before it is shown separately. Even if the branch manager's name is on the registry, the existence of the name does not erase the limit in the document. A claim of representation is read together with the place, in the document, of the transaction that was signed. A short trade name in the application does not take the place of the registry result either.
A limited-company incorporation is not born from this registration
Forming a Turkish limited company is an incorporation act separate from registration of a branch. In that act, articles of association, the shareholders, and an incorporation application are looked for. Registration of a branch does not form a new partnership with articles of association, and it does not turn the foreign company into a Turkish company. The capital commitment asked at incorporation is not written onto the branch record by rote. The centre's own capital does not turn the branch into the minimum capital of a limited company. There is no sum here. A branch is not a separate company born with a new minimum capital.
Even if the incorporation petition and the branch-registration application stand in the same envelope, the two acts are read separately. If one has been completed and the other is waiting, the type of the completed record is taken as the basis. If a limited company has been formed, a company appears on the registry. If only a branch has been registered, a branch appears on the registry. Treating the two as one trade name mixes a partnership with an extension of representation. An application that has not yet been completed does not show the branch as if it had been formed.
A contract does not make the branch a company
Even if the other party's contract writes the branch's trade name, the debt is read according to the legal person that appears on the registry. The contract cannot declare the branch a separate limited company. If the paper that was signed and the registry extract conflict, the type is taken from the registry, not from the first line of the contract. If the signature the branch manager put is inside the authority document, it binds the centre. If it is outside the document, unlimited representation is not assumed. This comparison does not produce a minimum-capital sum, and it does not write a new capital commitment onto the centre.
Even if a gazette announcement, a business card, and a sign carry the same trade name, the type is still read from the registry extract. A Turkish addition appearing in the announcement is not treated as an incorporation petition having been filed. An incorporation application is a separate paper, and it is not completed like an annex to the branch registration. If the two applications were made on the same day, the result of each is looked for in its own record. If one was completed as a branch and the other as a company, there are two separate records on the registry. A single shop sign does not merge those two records.
How the record is separated
The branch record does not produce the same result as limited-company incorporation papers. Counsel in Ankara separates from the file that the office being in Çankaya does not change the result of registration. The district of the office address does not rewrite the country of the centre, or the type of the branch. Which registry extract was taken as the basis is shown from the document in hand. The frame that separates branch registration from incorporation of a limited company and the trade name from its protection stands on the international law page.
Conclusion
A branch stands on the registry as a branch, and a Turkish limited company is not formed by this registration. Minimum capital is not written here. The legal personality of the centre and the representation document are read together. The trade-name line and the type box are looked for inside the same extract. The basis is the Turkish Commercial Code No. 6102.