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Corporate LawSETTING UP A COMPANY IN TURKEY

General Information about Limited Liability Companies and Joint Stock Companies

Joint Stock and Limited liability companies are types of companies organized in the Turkish Commercial Code under the name of Capital Companies.  Capital companies are the name given to the type of company to which the partners are entitled as well as the participation rates in the capital.  The shares of equity partners in companies with this structure are not personal.  That is, there is limited liability from the point of view of the partners.

 

The Process of Forming a Limited Liability Company

 

In limited liability companies, the organization is established by explaining the will of the founders to establish a Limited liability company in the company contract issued in accordance with the law, committing to pay the full capital within 24 months.  It is necessary that the company’s contract is concluded in writing and the signatures of the founders are notarized.

 

The following points should be clearly stated in the company’s contract:

 

a. It is the trading name of the company and the location of its headquarters.

b. The main points of which are specified and defined in a way, the subject of the company’s operation.

c. The nominal amount of the principal capital, the number of shares of the principal capital, their nominal value, concessions, if any, groups of shares of the principal capital.

d. Names, surnames, titles, citizenship of principals.

e. The form of announcements to be made by the company.

 

Features of Limited Liability Companies

  • It can be established with one person, the maximum number of partners is 50 people.
  • Limited liability companies can engage in all kinds of activities that are not prohibited by            law, except banking and insurance.
  • Limited liability company capital must be at least 10.000 TL.
  • The capital that the partners will put in must be at least 25 TL or multiples of this.
  • There is no obligation to block ¼ of the capital.
  • The liability of partners to the company is limited to their capital shares.
  • In a limited liability company, the partners are not responsible for the company’s debts, they      are only obliged to pay their shares that they have committed, and to fulfill october            additional payment or subsidiary obligations provided for in the company’s contract.
  • Capital, profit and other rights are divided according to the shares of the partners, not their shares.
  • Limited liability companies do not have the authority to issue shares and bonds. The transfer of partnership in limited liability companies is more difficult than in joint stock companies. The transfer of shares must be carried out in the presence of a notary, registered in the trade registry and announced in the Turkish Trade Registry Gazette.
  • The management of the limited liability company can be carried out by one or more of the partners, as well as an external manager can be appointed.
  • Decisions in limited liability companies are taken by a majority vote of the partners.
  • Limited liability companies with more than twenty partners must have an auditor.
  • All partners in limited liability companies are not subject to a competition ban. Only those who are managers are subject to this ban.
  • In limited liability companies, the tax addressee is the company itself. Limited liability companies are corporate tax payers.
  • Labor and commercial reputation cannot be placed as capital.
  • Limited liability companies cannot be opened to the public.
  • Corporate taxe to the state at the rate of 25% of their profits.

 

Features of the Joint Stock Company

 

  • Joint stock companies can be established to ensure the realization of all economic and commercial issues that are not considered a disadvantage in the implementation of the law.
  • In the articles of association, the subject of the purpose of establishing the company must be clearly stated.
  • A joint stock company must be established under a trading title due to the fact that the legal entity is a trader and register this title in the commercial register.
  • The trade title should also be related to the subject of the work.
  • In order for a joint stock company to be established, it is enough to have one or more founders. In this way, the law has allowed a single person to establish a joint stock company.
  • The basic capital cannot be less than TL 50,000 and the initial capital cannot be less than TL 100,000 in non-public joint stock companies that have accepted the registered capital system.
  • The transfer of shares in joint-stock companies can easily take place. It is possible that it will change hands as securities. Shares received in exchange for capital invested in kind, such as goods or goods, at the time of the company’s establishment, cannot be sold for more than two years.
  • Joint stock companies are corporate tax payers and the tax addressee is the company.
  • One of the rights enjoyed by the joint stock company is the right to issue shares and bonds.
  • Joint stock companies are legal entities and a legal entity occurs with registration in the commercial register.
  • The liability of the established joint stock company for its debts is limited to its assets. The responsibility that the partners have is with the committed capital.
  • If the capital is divided, each capital is divided into shares and multiples of 1 cent.
  • The joint stock company, which can be represented by shares, cannot issue bearer written shares unless all of the company’s capital is paid.

 

Stages of Formation of a Joint-Stock Company

  • First, the company title related to the commercial and economic subject should be determined.
  • Notarization of the selected company title and signatures of persons who will have a signature under this title is required.
  • The amount of 0.04% of the determined capital must be deposited to the institution’s account as a Share of the Competition Authority.
  • Before the registration of the company, 25% of the committed capital must be deposited in the bank account opened on behalf of the company.
  • The articles of association of the company should be drawn up containing basic information such as the company’s title, founder’s information, the company’s capital, company address, special interests granted to the founder and other persons, the rights and duties of the board of directors, the company’s duration, types and amounts of capital shares.
  • Three copies of the articles of association of the company together with the original must be registered with the Trade Registry Office and a notarized signature declaration must be submitted.
  • The registration statement, the company establishment petition form and the commitment statement prepared in accordance with it must be submitted to the Trade Registry Office.
  • The company must be registered with the authorized chamber of commerce or the chamber of industry in the field of activity.
  • If the founders are natural persons, they must submit an approved copy of their identity card and residence documents to the Trade Registry Office.
  • The registration of the company and the company’s title must be published as an announcement in the Turkish Trade Registry Gazette.

Inhe articles of association when the company was established;

  • The open title of a joint-stock company,
  • Information about the company’s shareholders, if any, and the amount of shares,
  • The central address of the company,
  • General director of the company,
  • If 25% of the company’s capital has been paid in advance, the remaining 75% will be paid when,
  • Subject of capital

Tax Liabilities of Joint Stock and Limited Liability Companies

 

  • Companies are taxpayers with corporate income tax.
  • All declarations are issued electronically.
  • Corporate income tax is at the rate of 25% of the tax base.
  • Employees of the company submit a concise declaration on the self-employment services they receive from natural persons and the places of work they rent, pay income tax withholding.
  • A concise declaration can be issued at different periods depending on the number of employees.  If the number of employees remains below 10 people, a quarterly declaration can be issued; If there are more employees, a monthly declaration can be issued.
  • The  companies issues a Value Added Tax return every month.
  • Issues a Temporary Corporate Tax return every 3 months.
  • He files a Stamp Duty return every month.
  • Income Tax withholding is made at the rate of 15% on the dividends distributed in companies.
  • Companies are obliged to pay stamp duty to the victim in the declarations they provide.

In our article, we have provided general information about Limited Liability Companies and Joint Stock Companies.  You can contact our office for more information.

 

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Maltepe Mah. Eski Çırpıcı Yolu Sk. No: 8 Parima Ofis Kat: 14 D: 176 Zeytinburnu / İstanbul / Turkey
+90 542 150 43 13 / +90 542 150 13 85
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