Establishment of Companies in Türkiye

There are 5 types of companies in Türkiye. Joint Stock Company, Limited Liability Company, Collective Company, Comandit Company and Cooperative.

Joint stock companies, limited liability companies and limited liability companies divided into shares are limited liability companies. In capital companies, the partners are only responsible to the company with the capital they have committed.

Ordinary and collective companies are private companies. In private companies, the principle of secondary and unlimited liability of the partners from the company debts applies. The establishment, basic features and operations of these companies are regulated in the Turkish Commercial Code No. 6102. The Cooperatives Law No. 1163 is first applied to the Cooperative.

Joint stock companies and limited liability companies are the most common types of companies in Turkey. While 82% of the companies are limited companies, 13% are joint stock companies and 4% are cooperatives. 1% of the companies are collective and commandite companies.

Joint Stock Companies is the company that is responsible for its debts, the capital of which is certain and divided into shares, only with its assets.

A   joint stock company is a company whose capital is determined and divided into shares and whose debts are only responsible for its assets.

Shareholders are only responsible to the company with the capital shares they have committed. The minimum capital amount of these companies is 50,000 Turkish Liras. In terms of non-public joint stock companies that accept the registered capital system, the initial capital is at least 100,000 Turkish Liras. At least one quarter of the nominal values of the shares committed in cash must be paid before registration. The remaining amount shall be paid within 24 months following the registration of the company. Payment schedule can be arranged in the articles of association of the company or determined by the board of directors.

Joint stock companies may issue registered and bearer shares to represent the shares. They can also issue bonds and similar debt instruments.

A limited liability company is a company whose capital is determined and divided into shares and who is responsible for its debts only with its assets. A single partner limited liability company can be established. The number of partners shall not exceed fifty. Limited company partners can be real persons or legal entities.

The main capital of the  limited liability company is at least 10,000 Turkish Liras. Bearer shares cannot be issued in limited companies. The limited liability company has two organs, the general assembly and the board of directors.

The collective company is established with at least two partners. Each of the company’s partners has the right and duty to manage the company separately. However, management works may be assigned to one, several or all of the partners by the articles of association or by the decision of the majority of the partners. Only real persons can be partners in the collective company.

Ordinary Comandit company is a private company, while the commandit company, whose capital is divided into shares, is a capital company. A commandite company may be formed by at least two persons, one known as a commandite (unlimited liability) partner and one known as a commandite (limited liability) partner.

Cooperatives are variable partnership and variable capital partnerships established by real and legal persons in order to provide and protect certain economic interests of the partners and especially the needs of their profession or livelihood by contributing labor and money through mutual aid, solidarity and surety. Each shareholder undertakes at least one and at most five thousand shares. The value of a partnership share is 100 TL.

Establishment Phases

Users start the company establishment process by creating a free membership on the web page of MERSIS. While creating a company contract in MERSIS, Turkish citizens can be added as partners or authorized with their identity numbers and foreigners with their passport numbers. However, foreigners must first obtain a tax number from the tax office and apply to the trade registry office and register themselves with MERSIS.

2. The signature declarations of the company officials must be prepared by approving the signatures of the persons authorized to represent the company on behalf of the company title by the competent authority. In Turkey, this process is carried out at any trade registry office.

3. Payment of the cash capital with the share of the competition authority. 0.04% of the company capital must be deposited in the bank account of the said institution as “Competition Authority Share”. You do not need to go to the bank for this process. Like other establishment transactions, this amount can be paid at the trade registry office.

4. Application to the Trade Registry Office for registration

Upon the application of the founders to the registry office with the relevant documents, the trade registry office completes the registration process.

In addition, in the establishment of the cooperative with joint stock and limited liability companies, the commercial books to be kept by them are approved by the trade registry office and given to the relevant person after registration.

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Author of the text: Doruk Arslan