Tax is an integral part of every commercial decision, from the establishment of a company to its growth, from investment decisions to exit strategies. A well-structured tax strategy creates value, while an overlooked tax risk can render a company's entire commercial planning ineffective. At Arısoy Law, we provide strategic advisory and litigation support in tax law to a wide client base, from companies ranked in Turkiye's ISO 500 to international investors, real estate investment trusts and family businesses.
Across sectors including technology, mining, food production, construction, textiles, logistics and export-oriented industries, we structure the tax dimension of our clients' commercial transactions, map tax risks in advance and manage dispute processes. Our coordinated work with our mergers and acquisitions, debt restructuring and commercial law practices enables us to integrate our tax advisory into the transaction as a whole.
Every commercial transaction carries a tax consequence, and that consequence varies significantly depending on how the transaction is structured. From company formations to mergers and acquisitions, investment structures to intra-group reorganisations, we develop tax-efficient solutions for our clients across a broad spectrum.
At the company formation and investment stage, determining the most appropriate legal entity structure, optimising the capital structure from a tax perspective and assessing the conditions for benefiting from incentive legislation form the basis of this work. In mergers and acquisitions, we advise on matters such as whether the transaction structure should be a share deal or an asset deal, the tax consequences of liquidation and demerger transactions, dividend distribution policies and withholding tax obligations. We assess the tax compliance of resource transfers between group companies, payments to shareholders and intercompany transactions, preventing the risks of disguised profit distribution and thin capitalisation. We map and structure our clients' obligations across all tax types, including income tax, corporate tax, value added tax, special consumption tax and stamp duty.
Turkiye's investment incentive system offers a comprehensive set of instruments that, when properly utilised, can significantly reduce a company's tax burden. However, the complexity of the incentive legislation and frequently changing regulations can make it difficult to take advantage of these opportunities.
We advise our clients on investment incentive certificate application processes, R&D and design allowance applications, the assessment of technology development zone exemptions and the structuring of free zone tax advantages. We evaluate the conditions for VAT exemptions, customs duty exemptions and reduced corporate tax rates applicable to investments under incentive certificates, supporting our clients' investment planning from a tax perspective. We also provide legal support on repayment obligations and penalty consequences arising from breaches of incentive conditions.
Cross-border commercial relationships require the simultaneous management of multiple tax regimes. The correct determination of a foreign investor's tax position in Turkiye, the prevention of double taxation and the structuring of international tax planning in compliance with Turkish legislation form the foundation of our work in this area.
We advise our clients on the analysis of their tax positions under the double taxation treaties to which Turkiye is a party, the determination of withholding tax rates and the assessment of conditions for benefiting from treaty provisions. The determination of whether foreign investors create a permanent establishment in Turkiye, the taxation regime for their income in Turkiye and the tax consequences of profit repatriation structures fall within the scope of this work. We conduct comparative analyses between Turkish tax legislation and foreign tax regimes, supporting our clients in structuring their international operations in the most tax-efficient manner. Through our Istanbul headquarters and London desk, we manage the tax dimension of investment relationships particularly between Turkiye and the United Kingdom, Europe and the Middle East.
The conduct of transactions involving goods, services, licences and financing between companies within the same group at arm's length prices is a fundamental requirement of both Turkish tax legislation and international regulations. Non-compliance with transfer pricing rules can result in penalty assessments and a determination of disguised profit distribution.
We advise our clients on the arm's length analysis of intra-group transactions, the determination of transfer pricing policies and the preparation of annual transfer pricing reports. We assess the tax risks and establish arm's length structures for the pricing of intra-group service fees, licence payments, management service sharing arrangements and intercompany borrowing transactions. We represent our clients during the tax authority's transfer pricing audits and, where necessary, advise on advance pricing agreement processes.
The tax dimension of real estate transactions varies at every stage, from the mode of acquisition to the holding period, from structuring preferences to the disposal strategy. An improperly structured real estate investment can encounter unforeseen tax burdens.
We advise our clients on matters such as whether real estate investments should be structured through a company or individually, the assessment of real estate investment trust and real estate investment fund structures in terms of corporate tax exemptions, and the VAT and fee consequences of contributing real estate as capital in kind. In purchase and sale transactions, we assess the scope of title deed fees, VAT application, capital gains tax and corporate tax exemptions. The taxation of rental income, revenue sharing and build-operate-transfer contracts in construction and contracting works fall within the scope of this work. We represent our clients in property tax valuation objections, actions against assessment committee decisions and VAT refund processes in the construction sector.
For companies engaged in international trade, customs duties and foreign trade regimes have a direct impact on cost structures and competitiveness. The complexity of customs legislation and frequently changing regulations create a continuous need for legal support in this area.
We provide advisory and litigation support to our clients in customs duty disputes, inward and outward processing regime applications, customs tariff classification objections and administrative and judicial proceedings against customs penalties. The application of customs duty exemptions under investment incentive certificates and legal matters relating to the bonded warehouse regime also fall within the scope of this work.
For companies undergoing a tax audit, the proper management of every stage of the process is critical for preventing or minimising potential assessments and penalties. We represent our clients at every stage, from the audit process to administrative applications, from settlement to judicial proceedings.
When a tax audit commences, the management of the book and document submission process, the representation of our client in meetings with auditors and the evaluation of official records form the first phase of this work. Applying for settlement against tax and penalty assessment notices issued as a result of the audit, managing settlement commission negotiations and conducting litigation proceedings where settlement is not reached are among our services. We represent our clients in tax cases before tax courts, regional administrative courts and the Council of State. We manage administrative and judicial proceedings against penalty assessments, special irregularity penalties and tax loss penalties arising from all tax types, including income tax, corporate tax, VAT, special consumption tax and stamp duty.
Tax evasion offences under Article 359 of the Tax Procedure Law, including the issuance and use of false or misleading invoices, falsification and concealment of books and records, carry severe sanctions including imprisonment. An effective defence strategy for clients facing such charges requires expertise in both tax law and criminal law.
We represent our clients at the investigation and prosecution stages in the face of tax evasion charges. We assess the legal implications of tax offence reports issued as a result of tax audits and formulate the defence strategy. While defending our clients' rights in tax evasion proceedings before criminal courts of first instance, we also manage the administrative sanction processes arising from the same transactions, including tax loss penalties and treble penalty applications, in a coordinated manner.