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투자환경을 국제수준으로 올리고 외국인에 대한 권익을
보호함으로서 투자를 장려하겠다는 목적으로 개전된 것입니다.
전문 공지 합니다. 거주정보에도 보실 수 있습니다.
원문 보내주신 최희옥님 감사 합니다.(최희옥님 가족사진))
The new Foreign Direct Investment (FDI) Law No. 4875 went into effect recently. The Law, which was among the preconditions for the IMF’s 5th Review, aims to encourage foreign direct investments by protecting the rights of foreign investors and creating an investment environment in line with international standards. You can find more detailed information on the new law and its implications in the attached file, which we compiled from the Undersecretariat of Treasury.
원문은 거주정보에도 올려 놓습니다.
해석판을 올려 놓겠습니다.
The new Foreign Direct Investment (FDI) Law No. 4875 went into effect recently. The
Law, which was also among the preconditions for the IMF’s 5th Review, aims to
encourage foreign direct investments by protecting the rights of foreign investors and
creating an investment environment in line with international standards. Below you
can find more detailed information prepared by the Undersecretariat of Treasury on
the new FDI law and its implications:
FOREIGN DIRECT INVESTMENT LAW
Law 6224 on encouragement of Foreign Capital enacted on January 18, 1954 was a quite
liberal law compared with the legislation of some OECD countries of those times. The term
“encouragement” in the name of Law 6224 derived from the presence of some principles that
were intended as real incentives, such as “ free transfer” and “national treatment”. However,
notions, definitions and applications concerning foreign direct investment have changed so
rapidly that Law 6224 lagged behind the contemporary demands of both foreign investors
and Turkey. As a result the need for a new Foreign Direct Investment Law emerged.
Law 4875 emphasises the key elements of the liberal investment environment in Turkey. We
believe that foreign investment legislation of any country is the representative of the nation’s
attitude towards international investments. With Turkey’s new Foreign Direct Investment
Law, our equal (level playing field) and liberal approach to international investments is clearly
reflected. Our new law is the “legal guide” to international investors about their rights and
obligations, with explicit messages.
WHAT IS NEW?
I. International standards
“Foreign direct investment” and “Foreign investor” terms are defined within international
standards in order to clarify the field of application of the Foreign Direct Investment Law.
Within this scope:
a) Foreign Investor is defined as:
1) Real persons who possess foreign nationality and Turkish nationals
2) Foreign legal entities established under the laws of foreign countries
and international institutions, which make foreign direct investment in
b) Foreign direct investments defined as:
1) Establishing a new company or branch of a foreign company,
2) Share acquisitions not by means of capital markets, and share
acquisitions through capital markets where the foreign investor owns 10
percent or more of the shares or voting power,
Foreign Direct Investment Law 14/07/2003
By means of but not limited to the following economical assets:
· Assets acquired from abroad by the foreign investors:
Ø Capital in cash in the form convertible currency bought
and sold by the Central Bank of Turkey,
Ø Stocks and bonds of foreign companies (other than
Ø Machinery and equipment,
Ø Industrial and intellectual property rights
· Assets procured from Turkey:
Ø Reinvested earnings, revenues, financial claims, or any
other investment-related rights of financial value
Ø Commercial rights for the exploration and extraction of
II. Abolishing Permits
With this law, all permits granted by the General Directorate of Foreign Investment are
abolished. As a result, all transactions for establishing a company with foreign capital will be
the same as with local companies. Since all companies established in Turkey within the
framework of the Turkish Commercial Code are accepted as Turkish companies, all duties
and responsibilities are equal regardless of the nature of capital formation.
III. Informing Investors About their Existing Rights
The National Treatment, the major principle of foreign investment policy of Turkey, was
emphasized in the law.
Protection against Expropriation
Principles stated in the constitution and the Expropriation Law are stated in the new law, as
in the bilateral investment agreements and other international agreements. Therefore it is
clarified that expropriation cannot take place with any reason other than the above-
Guarantee of Transfers
In the new Law, the right of free transfer of profits, dividends, proceeds from sale or
liquidation of all or any part of an investment, amounts arising from license, management and
similar agreements, reimbursements and interest payment arising from foreign loans, banks
or special financial institutions is clearly stated.
Access to Real Estate
Legal entities with foreign capital, established and registered under rules of Turkish
Commercial Code can acquire real estate with the same principles as Turkish nationals. The
principle of reciprocity is still valid for foreign real persons.
According to the new law, for the settlement of disputes arising from investment agreements
subject to private law and disputes arising from conditions and contracts made with the
administration under which concessions concerning public services are granted, foreign
investor can apply, beside the authorized local courts, to national or international arbitration,
or other means of dispute settlement, provided that the conditions in the related regulations
are fulfilled and the parties agree thereon.
Employment of Expatriates
Foreign personnel can be employed for investment in Turkey. Considering its importance to
foreign investors, employment of expatriates is explicitly mentioned in this Law.
IV. The new role of Undersecretariat of Treasury
Foreign investment policy of Turkey has changed from screening system to monitoring
system. With this new scope, Undersecretariat of Treasury will collect any kind of data
concerning the foreign investment and determine the foreign investment policy of Turkey.
V. 10 Key Questions Regarding Turkey’s New Foreign Direct Investment
1- Why has Turkey introduced a new Foreign Direct Investment Law now?
The new Law is an integral part of a broader national reform program that is laying the
foundation for sustainable growth and development, driven by private investments in a
transparent marketplace fully open to the world and supported by a smaller but more
effective State. To ensure that Turkey’s bold fiscal adjustment and ambitious structural
reforms translate into substantial investments, the Government of Turkey is focusing on
improving the investment climate as one of the main pillars of its economic program. In
addition to the introduction of a more investor-friendly new Law, Government of Turkey has
established by decree an inter-governmental Coordination Committee for the Improvement of
the Investment Climate (YOIKK) composed of high-level representatives of the relevant
ministries, the private sector and NGOs to help remove remaining bureaucratic obstacles to
investment. The Government of Turkey also intends to set a well-funded new Investment
Promotion Agency simultaneously able to work inside government and draw on private
sector knowledge and market skills, to carry out a multi-year strategy to promote investment
2- What is new about the Foreign Direct Investment Law?
Key features of the Foreign Direct Investment Law include:
· Freedom to invest by dropping all former FDI-related screening, approval,
share transfer and minimum capital requirements;
· Reassurance of existing guarantees to foreign investors of their rights in one
transparent and stable document;
· Upgrading to accepted international standards for definitions of ‘foreign
investor’ (broadened to include Turkish national residents abroad and
international organizations) and ‘foreign direct investment’ (broadened to
include all possible types of assets); and
· A policy shift from ex-ante control to a promotion and facilitation approach with
minimal ex-post monitoring to continuously improve an investor-friendly
climate for growth and development.
3- What rights do foreign investors have under the new law?
The new Law guarantees national treatment and comprehensive investor rights. All
companies established with a foreign capital contribution and under the rules of the Turkish
Commercial Code (existing and newly established foreign companies) are regarded as a
Turkish company. Therefore equal treatment both in the rights and responsibilities as stated
in the Constitution and other laws is applicable to all such companies (including national
treatment, a guarantee against expropriation without compensation, transfer of proceeds,
access to real estate and to expatriate personnel, and international arbitration or any other
means of dispute settlement).
4- Will investors be exempted from permits formerly granted by GDFI?
Yes, previous pre-permits issued by the Undersecreteriat of Foreign Investment (GDFI)
are abolished. However, all foreign companies established in Turkey are still responsible for
obtaining those local licenses required for a comparable Turkish company.
5- Which permits formerly granted by GDFI will not be issued from now on?
· Company and Branch establishment Pre-Permits
· Foreign partner participation Pre-Permits
· Investment Permits
· Permits regarding changes in field of activity of foreign companies
· Permits regarding capital increase or sale of shares of foreign companies
· Indirect participation Permits
· Registration of license, know-how, technical assistance and similar agreement
6- What is new for establishing a company in Turkey for foreign investors?
Entry conditions are the same as for comparable local Turkish companies.
· There is no minimum amount of capital required. It is no longer obligatory to bring a
minimum of $ 50,000 in share capital.
· Any form of company included in the Turkish Commercial Code is acceptable. It is no
longer obligatory to establish either a limited liability company or joint stock company.
7- Do foreign investors have access to real estate in Turkey?
Companies having a legal entity with foreign capital in Turkey have the same rights to
own or use land as domestic investors. The new Law reassures these rights. However, the
principle of reciprocity is still valid for foreign real persons.
8- Is there a new regulation for liaison offices?
No there are no additional requirements. The establishment procedure of liaison offices
has not changed.
9- Is there a new regulation for establishment of branches of foreign companies?
Yes, pre-permits issued by General Directorate of Foreign Investment are abolished.
These branches can be established under rules of Turkish Commercial Code with the permit
of Ministry of Industry and Trade.
10- What will happen to foreign companies established in Turkey under the
provisions of the Previous Law No. 6224?
All companies with foreign capital established under Law No. 6224 (dated 18 January
1954) are subject to the new Law, with their previously-granted rights grandfathered.
Therefore they will no longer require any approvals from GDPI, though they will now have to
send yearly information forms (just like newly-established foreign companies) based on
procedures to be determined by new regulations.
FOREIGN DIRECT INVESTMENT LAW
Law No. 4875
Date of Passage: 5 June, 2003
Date of Official Gazette: 17 June, 2003
VI. Objective and Scope
Article 1. The objective of this Law is to encourage foreign direct investments; to protect the
rights of foreign investors; to define investment and investor in line with international
standards; to establish a notification-based system for foreign direct investments rather than
screening and approval; and thus regulate the principles to increase foreign direct
investments through established policies. This Law established the treatment to be applied to
foreign direct investments.
Article2. The terms used in this Law shall have the following meanings:
a) Foreign investor:
1) Real persons who posses foreign nationality and Turkish nationals resident
2) Foreign legal entities established under the laws of foreign countries and
international institutions, who make foreign direct investment in Turkey.
b) Foreign direct investment:
i) Established a new company or branch of a foreign company,
ii) Share acquisitions, where the foreign investor owns 10 percent or more
of the shares of voting power,
By means of, but not limited to the following economic assets:
1) Assets acquired from abroad by the foreign investor:
- Capital in cash in the form of convertible currency bought and sold
by the Central Bank of Turkey,
- Stocks and bonds of foreign companies (excluding government
- Machinery and equipment,
- Industrial and intellectual property rights;
2) Assets acquired from Turkey:
- Reinvested earnings, revenues, financial claims, or any other
investment-related rights of financial value,
- Commercial rights for the exploration and extraction of natural
c) The Undersecretariat: The Undersecretariat of Treasury
VIII. PRINCIPLES CONCERNING FOREIGN DIRECT INVESTMENTS
a) Freedom to Invest and National Treatment
Unless stipulated by international agreements and other special laws:
1. Foreign investors are free to make foreign direct investments in Turkey,
2. Foreign investors shall be subject to equal treatment with domestic investors.
b) Expropriation and Nationalisation
Foreign direct investments shall not be expropriated or nationalised, except for a public
purpose and upon compensation in accordance with due process of law.
Foreign investors can freely transfer abroad, through banks or special financial institutions:
profits, dividends, proceeds from the sale or liquidation of all or any part of an investment,
amount arising from license, management and similar agreements, and reimbursements and
interest payments arising from foreign loans.
d) Access to Real Estate
Companies may freely acquire real estate or limited rights in rem through a legal entity in
Turkey established or with participation by foreign investors, provided such acquisitions for
e) Dispute Settlement
For the settlement of disputes arising from investment agreements subject to private law and
disputes arising from conditions and contracts made with the administration and under which
concessions concerning public services are granted, foreign investors can apply either to the
authorized local courts, or to national or international arbitration or other means of dispute
settlement, provided that the conditions in the related regulations are fulfilled and the parties
f) Valuation of Non-cash Capital
Non-cash capital is valued within the regulations of Turkish Commercial Law. Stocks and
bonds of companies residing abroad will be accepted as foreign capital share of foreign
investors and the values determined by the courts of the home country, or any other
international institutions performing valuations will be accepted.
g) Employment of Expatriates
Foreign personnel working permits are issued by the Ministry of Labour and Social Security
for foreign personnel to be employed in the companies, braches and entities established
within the scope of the Law.
In a Regulation to be prepared jointly by the Undersecretariat of Treasury and the Ministry of
Labour and Social Security, according to Article23 of the Law No. 4817 on Foreign Personnel
Working Permits dated 27 February 2003, the companies and entities with foreign capital
which shall be in the context of the Regulation, the definition of the key personnel in the
scope of the Regulation and other special procedures and principles concerning the work
permits of key personnel will be determined.
Provisions stipulated in Article 14, paragraph 1, subparagraph (b) of Law No. 4817 will not be
applicable to personnel to be employed within the context of this Regulation. The conditions
under which the provisions stipulated in paragraph 1 of Article 13 of Law No. 4817 are to be
applied to key foreign personnel employed will be specified in the regulation.
h) Liaison offices
The Undersecretariat is authorized to permit foreign companies established under the laws of
foreign countries to open liaison offices, provided they do not engage in commercial activities
IX. Determination Of Policies And Data Collection
Article 4. Taking into account the development plan, annual programs, general economic
status of the country, trends in international investments and for the opinions of related public
institutions and private sector professional organizations, the Undersecretariat is authorized
to determine the general framework of policies concerning foreign direct investment, and for
this purpose, participate in the activities of other organizations. The consent of the
Undersecretariat shall be taken before any amendment or enactment of a regulation related
with foreign direct investments.
For the purpose of establishing and developing an information system related to foreign
direct investments, the Undersecretariat is authorized to request statistical information on
investments from all public institutions and private sector professional organizations.
Foreign investors shall submit statistical information on their investments according to the
procedures and principles to be determined by a regulation to be enacted by the
Undersecretariat. Such information cannot be used as evidence or for any means other than
for statistical purposes.
X. Other Provisions
a) Existing Companies with foreign capital
All companies with foreign capital established pursuant to Law No. 6224 dated 18
January 1954 shall be subject to this Law, reserving their granted rights.
The implementing procedures for this Law will be determined in a regulation to be
prepared by the Undersecretariat within one month of the publication of the present
c) Repealed Provisions
The Law No 6224 for Encouragement of Foreign Capital dated 18 January 1954 is
repealed. The references made to Law no. 6224 and its regulations and amendments
are considered as referring to this law.
d) Any alteration concerning the articles of this Law is only regulated by means of
amending and appending provisions to the present Law.
XI. Provisional Article1.
The provisions of the decrees, communiqués and circular in effect, which are in
conformity with this law, shall remain in force until new regulations to regularize the
implementation of this Law take effect.
Article 6. This law shall come into force on the date of its publication.
Article 7. The Council of Ministers is entrusted with the enforcement of this Law.