An investment incentive certificate is not a grant that is banked once and forgotten. It is a conditional entitlement: the supports listed in Decision No. 9903 on State Aids in Investments are given against obligations recorded in the certificate itself, and those obligations govern how the investment may be run for years after the money has been received. The legal work on a certificate is therefore not the application. It is everything the certificate obliges the company to do, or to ask permission for, once it holds one.
What the Certificate Unlocks, and Under Which Article
The supports are set out in Articles 13 to 21 of the Decision, and Communiqué No. 2025/1, published on 21 June 2025, carries the implementing rules. Which of them a given project can reach depends on the programme and the region it falls into, but the architecture is fixed.
| Support | Provision | What it covers |
|---|---|---|
| Customs duty exemption | Decision Art. 13 | Capital machinery imported under the certificate; Annex 4 machinery is imported without the exemption yet still counts in the fixed investment amount |
| VAT exemption | Decision Art. 14; Law No. 3065 Art. 13(d) | Machinery, software and intangible rights acquired under the certificate |
| Interest or profit-share support | Decision Art. 15 | Part of the interest or profit share on investment loans with a maturity of at least one year, paid for up to five years from the first drawdown |
| Machinery support | Decision Art. 16 | Under the Türkiye Century Development Move only: a share of the cost of machinery above a unit-price threshold, within programme caps; not combined with interest support |
| Premium supports | Decision Arts. 18-19 | Employer's and employee's social security premium shares, conditioned on timely filing and payment of the uncovered portion |
| Reduced corporate or income tax | Decision Art. 20; Law No. 5520 Art. 32/A | Reduced rate until the contribution amount is reached; land, plots, royalties and spare parts are excluded by Art. 20(3) |
| Investment site allocation | Decision Art. 21 | Allocation of land under Additional Article 3 of Law No. 4706; not available where no tax reduction is provided or for electricity generation (Art. 21(3)) |
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The corporate tax side changed in 2025 and is worth checking against any older financial model. Article 32/A(1) of Corporate Tax Law No. 5520 was amended by Article 18 of Law No. 7555. For certificates obtained on or after 24 July 2025 (other than those applied for before 16 June 2025 and not refused), Article 32/A(1) now caps the reduction at a maximum of ten accounting periods including the first one in which the right can be used, and the sentence added at the same time provides that contribution amounts not used despite the existence of profit are not carried into later periods; under Article 27(1)(c) of Law No. 7555, older certificates keep the previous, open-ended rule. Anyone modelling the value of a certificate that falls under the new rule on the older, open-ended assumption is modelling the wrong number. That is a point to settle with your tax advisers before the structure is fixed rather than after a reassessment.
Transactions That Need Ministry Permission Before You Sign
This is the part of the regime that most often reaches a lawyer, and almost always late. The transactions below are ordinary commercial decisions. Under Decision No. 9903 each of them requires the Ministry’s permission first, and the permission can be made conditional.
| Transaction | Provision | Position |
|---|---|---|
| Transfer of the whole investment | Art. 25 | Permission required where the completion visa has not been made; transfer of a visa-completed certificate as a whole is not approved |
| Sale of fixed assets | Art. 26 | Permission required, and may be conditioned on recovery, until two years from the completion visa application; free thereafter, provided the visa has been made |
| Leasing out the investment | Art. 27(2) | Permission required, and employment-related supports are suspended |
| Sale and leaseback | Art. 27(3) | Permission required, on condition that interest or profit-share support is not used |
| Relocation | Art. 28 | Decided project by project; moving to a less-supported region is conditioned on recovery of the excess |
| Change of investment subject | Communiqué Art. 22 | Supports on machinery unrelated to the new subject are recovered |
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A financing point belongs on the same list. Under Article 32(4) a leasing company that owns certificate machinery can be made to carry its share of a sanction, in whole or in part. That is an allocation question for the lease documentation (who bears it, and on what notice), and it is cheaper to negotiate at signature than to argue about once a Ministry letter has arrived. Where the machinery is being brought in from abroad, the customs treatment of the exemption and, in a parallel project, the free-zone and duty-relief regimes belong in the same review.
The Compliance Duties Built Into the Certificate
Three duties are easy to overlook because none of them produces a deadline letter until it is too late.
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The first is sequencing inside E-TUYS. Under Article 20(1) of the Communiqué a transaction must be started in the system before each machine is purchased, not after the invoice has been issued.
The second is stacking. Article 33 of the Decision bars an investment that is drawing these supports from also drawing the supports of other public institutions, and makes a breach a recovery event. The exception in Article 33(1) is narrow enough to be easy to fall out of: it covers an investment that has used only another institution’s subsidised loan or another loan-related support, and only for as long as the Decision’s own interest, profit-share and machinery supports are not given for that loan. Technology Move Programme investments have a separate opening for KOSGEB and TÜBİTAK support under Article 33(2). The place to solve this is the funding plan, before two programmes are written against the same line of expenditure.
The third is the archive. Under Article 7(2) of the Communiqué the obligation to keep the uploaded documents and to account for them under inspection stays with the investor for ten years from the application date, and Article 31 of the Decision makes it compulsory to allow inspectors to examine all records and to inspect on site. Ten years is longer than most finance teams keep a project folder, and longer than most of the people who assembled it stay with the company.
When a Revocation or Sanction Decision Arrives
Article 32 is the sanction provision, and the first thing to establish is which of its two outcomes the file is actually in. Revocation under Article 32(1) is expressed subject to a reservation, and Article 32(2) is that reservation: a partial failure that does not require revocation is met with a sanction on the relevant portion of the aid instead. The gap between the two is usually the largest number in the dispute. Collection then follows Law No. 6183 on the Collection Procedure of Public Receivables, and because neither the Decision nor the Communiqué sets up a dedicated appeal stage, the ordinary administrative route under Administrative Procedure Law No. 2577 is the only one available.
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Two things belong on the day of service rather than the week after. The first is fixing the governing text: under Provisional Article 2(1), a certificate issued under an earlier decision continues to be administered under the decision it rests on, so a ground argued out of the current Decision may simply be the wrong ground, save for the provisions of Decision No. 9903 that expressly reach older certificates, such as Articles 15(8), 28(5) and 29(5). The second is splitting the file in two, because the VAT and reduced-corporate-tax consequences are assessed by the tax administration on their own measures and periods, and a company that treats the Ministry’s decision as the whole dispute can win it and still find the tax side untouched. The mechanics (what each support costs on the way back, how the surcharge is dated, and the two different clocks that start on service) are set out at length in our note on the revocation of investment incentive certificates and recovery of state aid.
Where Our Work Begins
We do not file the certificate application. Under Articles 5 and 6 of the Communiqué every step runs through the E-TUYS system in the name of the investor’s registered user, and that filing sits with the company’s financial advisers. What we do is the legal layer around it: reading the conditions the certificate imposes before they bind you, clearing sales, transfers, leases and relocations against Articles 25 to 28 before they are signed, and acting once a decision has gone against you.
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In practice a review of an existing certificate is a comparison exercise. The conditions recorded on the certificate (the investment subject, the site, the capacity, the fixed investment amount, the employment figure and the period) are read against what the project is actually going to build and operate, because the gap between the two is where a sanction file starts. Alongside that, the company’s own plan for the next few years is read forward: a group reorganisation, a sale-and-leaseback of the production line, a move to a second site or a change in what the plant makes are all decisions that Articles 25 to 28 will treat as permission events, and each of them is far cheaper to structure while it is still a plan. Restructuring inside a group is the case most often missed, because moving an asset to a sister company or leasing a line to a subsidiary feels internal, and the Decision does not read it that way.
That work usually runs alongside the rest of an inbound project: the market-entry and foreign investment structure the certificate sits in, and the company formation step that has to precede any application, since an application in the name of a company that does not yet exist is not taken into consideration.
Primary sources: Decision No. 9903 on State Aids in Investments, Communiqué No. 2025/1, Law No. 6183, Law No. 2577, Law No. 5520, Law No. 3065 and Law No. 4875 on Foreign Direct Investment.
