UBO Declaration in Turkey for Foreign-Owned Companies

Every Turkish company that is a corporate income taxpayer has to tell the Revenue Administration (Gelir İdaresi Başkanlığı, GİB) who its beneficial owners are. For a company owned from abroad, this filing needs more work than it first appears: the Turkish share ledger shows a foreign parent, but the filing asks for people.

The rules are in Tax Procedure Law General Communiqué No. 529 (529 Sıra No.lu VUK Genel Tebliği), published in the Official Gazette on 13 July 2021 (No. 31540). As amended by Communiqué No. 541, it rests on Repeated Article 257(1)(9) of the Tax Procedure Law (VUK), the provision that authorises beneficial-owner reporting. The Communiqué defines the beneficial owner as the natural person or persons who ultimately control a legal entity or unincorporated body, or who have ultimate influence over it.

This guide explains who files, how the beneficial owner is identified when the shareholder is a foreign company, how and when the information is reported, and what a foreign-owned company should keep on file.

UBO Reporting at a Glance

• Who files: corporate income taxpayers, including companies in liquidation, plus certain partnerships and the managers of foreign trusts run from Turkey (Communiqué Art. 4).
• Who is reported: natural persons only. The Communiqué applies three tests in order: natural-person shareholders above 25%, then ultimate controllers, then the persons with the highest executive authority (Art. 5).
• How a company reports: through the beneficial-owner section of its provisional tax returns and its annual corporate tax return (Art. 6 and 7).
• Changes: a new tax registration, or a change in information already reported, must be notified within one month following the event (Art. 6(3)).
• Records: the reported information must be kept for five years from the start of the calendar year after the filing (Art. 8(1)).
• Penalties: the Tax Procedure Law’s penalty provisions apply to missing, incomplete or misleading reports (Art. 8(2)).

Who Has to File

Article 4 of the Communiqué names two groups of filers. The first group is corporate income taxpayers. A Turkish limited company (Ltd. Şti.) or joint-stock company (A.Ş.) owned by a foreign individual or a foreign company falls into this group from its tax registration onward. The Communiqué expressly includes companies whose liquidation is still in progress.

The same group also covers some bodies without corporate tax status: the authorised representative or a partner of a collective company, a general partner of an ordinary limited partnership, the partner with the largest share in an ordinary partnership, and the managers, trustees or representatives of a trust or similar arrangement set up abroad that has its management centre or a resident manager in Turkey.

The second group is made up of “obliged parties” under the anti-money-laundering legislation (Law No. 5549 and its Measures Regulation). The list in Article 4(2) includes banks, payment institutions, notaries, independent accountants (SMMM and YMM) and, within limits, lawyers. They report the beneficial-owner information of their customers’ transactions when GİB asks for it. This is one way inconsistent ownership data can surface: the same company is described to GİB by itself and, on request, by the institutions it uses.

How the Beneficial Owner Is Identified

The three tests in Article 5

For a legal entity, Article 5(1) applies three tests in order:

1. Ownership above 25%. Natural-person shareholders holding more than 25% of the legal entity are reported. The wording is “more than”: a holding of exactly 25% does not meet this test on its own.
2. Ultimate control. If there is suspicion that a natural-person shareholder above 25% is not the real beneficial owner, or if no natural-person shareholder holds more than 25%, the natural person or persons who ultimately control the legal entity are reported.
3. Senior executive fallback. Only if neither test identifies anyone are the natural person or persons with the highest executive authority reported.

The fallback is a last step, not a convenient default. If the company reports its general manager while a controlling person is known, the filing contradicts the company’s own ownership records.

When the shareholder is a foreign company

Read literally, the first test refers to natural-person shareholders of the Turkish company itself. Where the only shareholder is a foreign company, there is no such person, and the Communiqué moves to the second test: who ultimately controls the Turkish company through the foreign parent. Whichever way the tests are applied to a structure, the work is the same. Trace the chain upward, layer by layer, until you reach natural persons, and document who owns and who controls each layer.

A simple example: Foreign HoldCo owns 100% of a Turkish LLC, and Individual A owns 100% of Foreign HoldCo. A ultimately owns and controls the Turkish company and is reported. Real structures are rarely that clean. With several shareholders at the parent level, the answer depends on voting rights, board appointment rights, shareholder agreements and how decisions are actually taken, not only on percentages. Multiplying percentages through the chain is a useful working tool for that analysis, but it is not a threshold written into the Communiqué. Record the reasoning, not just the result.

Trusts, joint ventures and nominees

For trusts and similar arrangements, Article 5(3) lists the founders, the trustee, the manager, the supervisor, the beneficiaries and anyone else with influence over the arrangement. For unincorporated bodies such as joint ventures, Article 5(2) looks first at the natural persons who ultimately control the body and then, if none can be identified, at the person or persons with the highest executive authority.

A nominee does not change the analysis. The definition looks at ultimate control and influence, so the person behind a nominee arrangement is the one the file has to identify. Our guide to nominee shareholder risks in Turkey explains why these arrangements create problems well beyond the tax filing.

Building the Ownership Workpaper

GİB receives data fields, not a document pack. The Communiqué does not list supporting documents to attach. The company still needs evidence behind every name it reports, because it has to keep the information and may have to explain it in an examination. A practical workpaper for a foreign-owned company shows:

• every entity between the Turkish company and the natural persons, with its jurisdiction, legal form and registration number;
• direct shareholdings and voting percentages at each level;
• look-through percentages, clearly labelled as a working calculation;
• directors, trustees or other persons with control rights, and the source of those rights;
• the document and date supporting each link, such as a registry extract, share register or shareholder agreement; and
• the conclusion under each of the three tests, with a short explanation.

At formation, the same chain is usually documented for the Trade Registry and the bank. Our guide to forming an LLC with a foreign corporate shareholder covers that document set. Keeping one workpaper that serves all three avoids three slightly different versions of the truth.

What the Filing Contains

Under Article 7(2), a corporate taxpayer reports for each beneficial owner:

• first name and surname;
• citizenship;
• identification number;
• address;
• telephone, fax and e-mail details, where available; and
• the reason the person is a beneficial owner.

The reason should match the test that produced the name: ownership, control or senior executive. Use the same spelling and identifiers as the person’s passport and any Turkish tax record, so the data match other filings.

How and When to File

The filing is electronic only. The Communiqué says paper forms are not accepted, and a form sent outside the electronic system is treated as not filed. A form counts as filed only once it is confirmed in the system, by 23:59 on the last day of the period.

The company can file itself, or through its independent accountant (SMMM) under an intermediary and responsibility contract, or through a sworn financial adviser (YMM) with a full certification contract. If a filed notification turns out to be wrong or incomplete, it is corrected by filing again through the same channel.

The one-month period runs from the date of the event, not from the next return. If a change happens shortly after a provisional return, do not wait for the following return. Confirm with your accountant how GİB’s current systems take the interim update and keep the submission receipt.

New companies: the first notification

A newly incorporated company is a “new tax registration” under Article 6(3). Its beneficial owners therefore have to be reported within one month following that registration, which can be earlier than the company’s first provisional return. Build this into the post-incorporation checklist alongside the other steps in our company formation in Turkey guide.

Events That Should Trigger a Review

The Communiqué requires an update when information already reported changes. In a foreign-owned group, the change often happens abroad and nobody tells the Turkish accountant. Review the filing when any of these occurs:

• a share transfer in the Turkish company or at any level above it;
• a capital increase in which shareholders subscribe in different proportions;
• a new investor, merger or reorganisation at the parent level;
• new voting agreements, board appointment rights, options or trust arrangements;
• a change in a reported person’s name, citizenship, identification number or address; and
• the death of a beneficial owner or an inheritance.

Share sales are the most common trigger. Our LLC share transfer guide explains why the registry filing, the tax analysis and the beneficial-owner update should close together.

Record Keeping and Penalties

Article 8(1) requires the information reported to be kept for five years from the start of the calendar year after the filing. Keep the workpaper and its supporting documents for at least as long.

Article 8(2) applies the Tax Procedure Law’s penalty provisions to filers who do not report, or who report incomplete or misleading information. The relevant provision is Repeated Article 355 of the Tax Procedure Law. For failures to comply with obligations introduced under Repeated Article 257(1)(9), it applies three times the special irregularity penalty in the article’s first band. The first-band amount for 2026 is TRY 35,000 under VUK General Communiqué No. 588, so the tripled amount is TRY 105,000. If the obligation is still not met within a further period given after a penalty, the article provides for the penalty to be doubled. The amounts are revalued every year, and how a penalty applies to a particular case depends on the facts.

The Communiqué also provides that where MASAK (the Financial Crimes Investigation Board) or tax inspectors find incorrect beneficial-owner records, GİB is informed so that penalties and record corrections can follow.

Tax Filing and Bank KYC Are Separate

A screenshot of the tax filing will not satisfy a bank, and a bank’s approval does not show that the tax filing is right. The two should simply tell the same story. Our corporate bank account guide explains what Turkish banks typically review.

Practical Control Calendar

1. Obtain a signed ownership confirmation from the group at incorporation and at each year-end.
2. Put a written instruction in the group’s procedures: any ownership or control change above the Turkish company is reported to the Turkish accountant immediately.
3. Before each provisional and annual return, reconcile the workpaper with the share ledger, Trade Registry records and the bank’s records.
4. Review options, convertible instruments, voting agreements and trusts, not only issued shares.
5. File changes within one month and keep the submission receipt with the workpaper.
6. Keep the information and the workpaper for at least five years from the start of the year after each filing.

Official Sources

• GİB: Tax Procedure Law General Communiqué No. 529, consolidated text
• GİB: Tax Procedure Law, Repeated Article 257
• GİB: Tax Procedure Law, Repeated Article 355
• GİB: VUK General Communiqué No. 588, amounts applicable from 1 January 2026

Keep the Beneficial-Owner File Current

Most beneficial-owner problems in foreign-owned companies are timing problems: a change happens abroad and the Turkish filing catches up months later. Celikel CPA can map the ownership chain, prepare the workpaper, file the notification as your accountant under an intermediary contract and reconcile it with your returns. Contact our team when the structure is set up or before a change at group level takes effect.