Guide to Company Registration and Investment Procedures for Investors in the TRNC

The Turkish Republic of Northern Cyprus (TRNC) offers a dynamic business environment that encourages both local and foreign investments. For those looking to invest, understanding the company registration and investment procedures is crucial. Below, we outline the steps to start a business and navigate the import, export, and property ownership processes in the TRNC. Additionally, Mediterra Group is here to guide you through every step of the legal process to ensure a smooth and successful investment journey.

Company Registration for Investors

In the TRNC, most companies are established as limited liability companies, governed by Chapter 113 of the Companies Law. Foreign investors wishing to register a company or establish a branch must follow the legal procedures and provide necessary documentation to the Official Registrar's Office.

Steps to Register a Company with Foreign Capital

To establish a company with foreign capital in the TRNC, the following documents must be submitted to the Official Registrar's Office:

• Articles of Association and Charter of the Limited Company
• M.Ş. 1, 2, 3 Forms -- These forms include essential company details and structure.
• Stamp Duty -- A payment to complete the registration process.
• Criminal Record Clearance (Certificate of Good Conduct) -- This is required for directors and/or shareholders from countries without official representation in the TRNC.
• Certified Copy of Passport or Identity Card -- For all directors and shareholders.
• Tax Compliance Certificate -- Issued by the TRNC Income and Tax Department for the director.
• Bank Letter -- A confirmation letter from the bank showing the deposit of the share capital into the company's account.

Important Note: If foreign shareholders own more than 49% of the shares, approval from the Ministry of Economy is mandatory.

Foreign Companies Setting Up a Branch

Companies established abroad may set up a branch in the TRNC, but approval is required from the Ministry of Economy and authorization from the Council of Ministers. To register as a Foreign (Offshore) Company, the following additional documents are needed:

• List of Shareholders -- A current list detailing all shareholders.
• List of Board Members -- Along with a certificate of good conduct for board members from countries without TRNC representation.
• Certificate from Chamber of Commerce -- Confirming the foreign company is still operational.
• Board Decision -- A decision to appoint representatives in the TRNC and specify the activities of the branch.
• Tax Compliance Certificate -- A certificate issued on behalf of the company.
• Y.Ş. Forms 1, 2, and 3 -- Additional forms to complete the process.

Once all documents are submitted, the registration process is finalized by the Official Registrar's Office and the Registry Department, allowing the investor to proceed with business operations as a legal entity in the TRNC.

Investment Application

Investors planning to make significant investments in the TRNC must submit a Special Project Feasibility Form to the State Planning Organization. This form includes detailed information about the project and investment plans. The State Planning Organization reviews applications within three months, consulting with the relevant Ministry before making a final decision.

Import and Export Procedures

Import Procedures

Companies intending to import goods into the TRNC must first register with the local Chamber of Commerce. The required import permit can be obtained by applying to the Trade Department.

The TRNC is working on enhancing local banking services to meet the needs of both importers and exporters. Efforts are also being made to streamline the import process and reduce bureaucratic obstacles.

Export Procedures

The process for exporting goods from the TRNC is generally straightforward, with no significant restrictions. Companies simply need to be registered and ensure compliance with any applicable regulations.

Property Ownership

Foreign nationals wishing to purchase real estate in the TRNC must seek approval from the Ministry of Interior and the Council of Ministers. This process ensures that all legal requirements are met before the transaction is finalized.

Trademark Registration

For those wishing to protect their brand in the TRNC, a trademark can be registered for an initial period of seven years. The registration is renewable for additional periods of fourteen years, providing long-term protection for intellectual property.

How Mediterra Group Can Help

Navigating the legal processes for company registration, investment, and compliance in the TRNC can be complex. Mediterra Group is here to help you every step of the way. Our experienced team offers tailored support to guide you through the legal procedures, ensuring that you meet all requirements efficiently and effectively. Whether you're registering a new company, expanding your business, or investing in property, Mediterra Group provides the expertise to ensure your success.