Attitude toward Foreign Direct Investment
Turkey acknowledges that it needs to attract significant new foreign direct investment (FDI) to meet its ambitious development goals. As a result, Turkey has one of the most liberal legal regimes for FDI in the OECD. According to the Central Bank of Turkey, Balance of Payments, Turkey attracted $11.858 billion of FDI in 2015, more than the $8.576 billion in 2014. U.S. FDI in Turkey was $1.568 billion in 2015 and $334 million in 2014. In order to attract more FDI, Turkey needs to increase trade advocacy and export promotion efforts, as well as access to credit, especially for small- and medium-sized businesses involved in high value-added goods and services. Turkey must also better enforce international trade rules, ensure the transparency and timely execution of judicial orders, increase engagement with foreign investors on policy issues, and pursue policies to promote strong, sustainable, and balanced growth.
A strong banking sector, tight fiscal controls, efforts to reduce the size of the informal economy, increasing flexibility of the labor market, improving skills of workers, and continuing privatization of state economic enterprises will continue to boost the investment environment in Turkey. Transactions completed under the Turkish privatization program generated $2 billion in 2015. The Turkish government is committed to continuing the privatization process despite the contraction in global capital flows.
Most sectors that are open to the Turkish private sector are also open to foreign participation and investment. All investors, regardless of nationality, face some challenges: excessive bureaucracy, a slow judicial system, high and inconsistently applied taxes, weaknesses in corporate governance, unpredictable decisions made at the local government level, and frequent changes in the legal and regulatory environment. The Parliament amended the Law of Obligations (debt regulations), and a new Commercial Code became effective in July 2012. Structural reforms that will create a more transparent, equal, fair, and modern investment and business environment remain stalled. Venture capital and angel investing are still relatively new in Turkey, but legislation should continue to facilitate greater development of these financing opportunities.
Other Investment Policy Reviews
In the past three years, Turkey has not conducted an investment policy review through the Organization for Economic Cooperation and Development (OECD). Turkey’s last investment policy review through the World Trade Organization (WTO) was conducted on May 6th, 2012. Turkey has not conducted an investment policy review through the United Nations Conference on Trade and Development (UNCTAD). Over the past year, Turkey has cooperated with the World Bank to produce several reports on the investment climate in general that can be found at: http://www.worldbank.org/en/country/turkey/research
Laws/Regulations on Foreign Direct Investment
Turkey’s investment legislation is simple and complies with international standards, while it offers equal treatment for all investors. The New Turkish Commercial Code No. 6102 (“New TCC”) was published in the Official Gazette on February 14, 2011. The backbone of the investment legislation is made up of the Encouragement of Investments and Employment Law No. 5084, Foreign Direct Investments Law No. 4875, international treaties and various laws and related sub-regulations on the promotion of sectorial investments. Regulations related to M&A include: 1) Turkish Code of Obligations: Article 202 and Article 203, b) Turkish Commercial Code: Articles 134-158, c) Execution and Bankruptcy Law: Article 280, d) Law on the Procedures for the Collection of Public Receivables: Article 30, and e) Law on Competition: Article 7.
Although U.S. investors have not been directly affected to date, there is an increased perception that the government is willing to use its executive authority to interfere in the court system in ways that could affect foreign investors. See Section 3, Expropriation and Compensation for more specific examples.
Business Registration
Turkey’s Prime Ministry Investment Support and Promotion Agency web site is the hub where both foreigners and locals can register their businesses. It is clear and easy to use, with information about legislation and company establishment. (http://www.invest.gov.tr/en-US/investmentguide/investorsguide/Pages/EstablishingABusinessInTR.aspx)
The Republic of Turkey Prime Ministry Investment Support and Promotion Agency (ISPAT) is the official organization for promoting Turkey’s investment opportunities to the global business community and providing assistance to investors before, during and after their entry into Turkey.
The conditions for setting up a business and share transfer are the same as those applied to local investors. International investors may establish any form of company set out in the Turkish Commercial Code (TCC), which offers a corporate governance approach that meets international standards, fosters private equity and public offering activities, creates transparency in managing operations, and aligns the Turkish business environment with EU legislation as well as with the EU accession process.
Turkey defines micro, small, and medium-sized enterprises according to Decision No. 2012/3834 of the Official Gazette dated November 4, 2012;
- Micro-sized enterprises: Less than 10 employees annually and less than 1 million Turkish lira of net annual sales or financial statement.
- Small-sized enterprises: Less than 50 employees annually and less than 8 million Turkish lira of net annual sales or financial statement.
- Medium-sized enterprises: Less than 250 employees annually and less than 40 million Turkish lira of net annual sales or financial statement.
Industrial Promotion
The government has programs to attract investment to help Turkey achieve its 2023 development goals. The Turkish Ministry of Economy (www.incentives.gov.tr) offers an investment incentive program to prioritize investment sectors regardless of the region of investment. The following sectors have government programs to attract investment through existing regional incentives: maritime freight or passenger transport; railway investments; test centers, such as wind tunnels to support automotive, aerospace or defense industry; tourism accommodations; international fairgrounds; production of biotechnological drugs; defense, aviation and aerospace; mine extraction or processing; schools; manufacturing products from R&D subsidized by the government; automotive engines, parts, and electronics; and electric production.
In 2015, the GOT expanded the incentive program it started in 2012 to tourism, health tourism, manufacturing SMEs, labor and women’s labor, farmers, and industries depending on R&D. Additionally, incentives granted industrialists a 6% savings on their raw and intermediately goods imports. Regional incentives also continued and the GOT launched incentives to support large scale and strategic investments including VAT and customs taxes exemption.
Turkey’s Industrial Strategy announced by the Ministry of Science, Industry, and Technology (MSIT) identifies key areas to increase Turkey’s competitiveness and productivity and targets aimed at transforming Turkey into a technology base for manufacturing of medium- to high-technology products. The document identifies the following areas as major potential drivers of the Turkish economy that can help increase exports and FDI growth: innovation-led productivity, increasing production of medium- and high-technology goods, increasing capital for knowledge-intensive sectors, creation of a stronger knowledge-based economy, and a well-educated and highly-qualified work force.
Limits on Foreign Control and Right to Private Ownership and Establishment
There are no general (statutory, de facto, or otherwise) limits on foreign ownership or control; Turkey's regulatory environment is extremely business-friendly. Investors can establish a business in Turkey irrespective of nationality, or place of residence. There are no sector-specific restrictions that discriminate against market access, as they are prohibited by WTO Regulations. There are some limitations on real estate acquisition by the foreigners within the principle of reciprocity which was recently relaxed with some amendments to the Land Registry Law numbered 2644.
Privatization Program
Turkey has privatized many of its public assets in recent years, from the petro-chemical industry to telecommunications. The current privatization portfolio contains the National Lottery Administration (Milli Piyango), and state enterprises in the maritime, mining, textile, transportation, energy, and banking sectors. Foreign investors are eligible to participate in these privatization programs. Turkey utilizes a public bidding process where the highest bidder wins. It is easy to understand and is transparent, with large scale bids broadcast via media. In 2015 Turkey generated $2 billion from privatizations including block sales, sales and transfers, and public offerings.
Screening of FDI
Turkey does not screen, review, or approve Foreign Direct Investments specifically. But regulatory and supervisory authorities were established in order to regulate different types of markets. Some of the important entities in Turkey are as follows: Competition Authority; Energy Market Regulation Authority; Banking Regulation and Supervision Authority; Information and Communication Technologies Authority; Tobacco, Tobacco Products and Alcoholic Beverages Market Regulation Board; Privatization Administration; Public Procurement Authority; Sugar Authority; Radio and Television Supreme Council; and Public Oversight, Accounting and Auditing Standards Authority.
Some of the aforementioned authorities screen as needed without discrimination, primarily for tax audits. Screening mechanisms are executed to maintain fair competition and for other economic benefits. If an investment fails review, possible outcomes can vary from a notice to cure, which allows for a specific period of time to correct the problem, to penalty fees. The Turkish judicial system allows for appeals of any administrative decision, including tax courts that deal with tax disputes.
Competition Law
The Competition Authority is the sole authority on competition issues in Turkey and deals only with the private sector. Public institutions are exempt from its authority. (http://www.rekabet.gov.tr/en-US/Mainpage)