Profit distribution in a Turkish company starts with approved accounts, not with a bank transfer. For foreign owners, the file usually has four parts: the financial statements, the distributable-profit calculation, the general-assembly resolution and the tax payment trail.
When can a Turkish company distribute a dividend?
A dividend needs annual net profit and the reserve position required by law and the articles. Turkish Commercial Code No. 6102, especially Articles 507, 408 and 519, is the starting point for an AŞ. A limited company has its own general-assembly rules under the same Code. Cash in the account is not the legal test.
First close the accounts. Then identify prior-year losses, statutory reserves, any contractual priority rights and the amount the meeting can allocate. An owner who takes money before that sequence creates an accounting and tax problem that is harder to explain later.
Who approves the distribution?
For an AŞ, the general assembly decides how annual profit is used. For an Ltd. Şti., the general assembly also has the central decision role. The resolution should state the approved accounts, the profit available, reserve allocations, gross distribution, recipients, payment date and any retained balance.
Board signatures, shareholder ledgers and payment evidence should agree with that resolution. This matters in a financing round, an audit and a later sale. See Corpenza's Turkey company formation guide for the corporate-record layer.
What reserve rule applies to an AŞ?
Article 519 of the Commercial Code requires a first legal reserve of 5% of annual profit until the reserve reaches 20% of paid-in capital. The exact calculation can change when losses, prior reserves or special rights are involved. Do not calculate a dividend from revenue, EBITDA or a management report.
What tax applies to a dividend in 2026?
Presidential Decree No. 9286 set the domestic withholding rate for the covered corporate profit-share payments at 15%, effective 22 December 2024. Read the official Gazette text of the decree with the recipient's status and any treaty position. A treaty rate is not applied by simply writing a lower percentage into a resolution.
Foreign shareholders need a separate beneficial-owner, tax-residence and documentation review. The company should retain the withholding return and payment evidence beside the corporate resolution.
Can a foreign shareholder remit the dividend abroad?
Once the company has a valid corporate decision and the tax steps are complete, remittance is an execution question for the bank and the shareholder's home-country rules. Banks commonly ask for the resolution, financial statements and tax evidence. A clean file avoids a preventable payment delay.
What should the annual checklist include?
Keep the accounts, reserve calculation, meeting notice and resolution, shareholder allocation, withholding filing and payment receipt together. The wider filing calendar is covered in Corpenza's annual compliance calendar for Turkish companies. For a cross-border owner, add residence-certificate and treaty documentation review before the distribution date.
Frequently asked questions
Can directors declare a dividend without shareholders?
Ordinarily, no. The general assembly decision is the core corporate authorization. The company documents must also fit its articles and legal form.
Does profit in the bank mean it is distributable?
No. The legal calculation follows approved annual accounts, losses and reserves. Bank cash and distributable profit are different measures.
Is the 15% rate always final tax?
No. Recipient status, personal tax residence and treaty terms can change the wider analysis. Obtain advice before payment.
Can an Ltd. Şti. use the same paperwork as an AŞ?
The working file is similar, but the legal provisions and articles should be checked for the limited-company structure.
This is general information, not legal or tax advice. Turkish rules and the shareholder's home-country position can change the result.
