Company Structring in Turkey
All of the above factors have contributed to the Limited Liability Company (LLC) becoming the most popular business structure in Turkey. (LLC) is the most typical form of company throughout the world, as it is the case all over the planet.
A limited liability company (LLC) can be founded by one or more real or legal persons with a set amount of capital under a trade name. According to Turkish law, the maximum number of shareholders an LLC can have is 50.
Foreigners are allowed to completely own an LLC. Even if a foreigner has never been to Turkey, they can become a shareholder of a Turkish LLC by appointing someone with power of attorney.
The minimum share capital for an LLC is 10.000 TRY, which can be paid in full within two years of the registration date. The cash contributions intended for the share capital must be deposited into a special bank account under the name of the company being established.
The trade registry office will receive the bank letter confirming that the subscribed capital has been put into an account and will submit it to the regulatory body. The company may withdraw the deposited amount after presenting the relevant establishing papers demonstrating that it acquired legal personality. It is permissible to make a Contribution In Kind (CIN).
An LLC is a type of corporation that can exist as either a sole proprietorship or a corporation. Shareholders of an LLC might be real people or legal entities. They do not have to reside in Turkey to become stakeholders in a Turkish LLC; non-residents can do so as well.
The liability of shareholders in an LLC is limited to the extent of their investment. This contrasts with a joint-stock company (JSC), where shareholders are jointly and severally liable for the debts of the company.LLCs can be eithermanagerial or non-managerial. In a managerial LLC, there is at least one shareholder who is also a manager of the company. In a non-managerial LLC, all shareholders are passive investors only.LLCs are governed by the Commercial Code (Law No. 6102).
Just as a board of directors manages a JSC, a director controls an LLC. The head figure is essentially the one who runs and presents the company to outsiders. Even if they are not shareholders, foreigners with working permits in Turkey are allowed to be appointed as directors.
The liabilities of an LLC are limited to the extent of its assets, unless it is expressly stated in its articles of association. The shareholders are not responsible for the LLC’s debts.
Although this is typically the case, there is an important exception:
The shareholders of an LLC are responsible for the company’s public debts, taxes, and social security premium payments for employees. If these debts cannot be collected from the company’s assets, then the shareholders are liable.
One of the most significant distinctions between an LLC and a JSC is their public debt liability regime. As a result, when deciding on the sort of business to start, it should be carefully considered.
MERSIS is the Central Registration Recording System that all types of companies in Turkey use to file their trade registrations.
The shareholders of the LLC must submit the company’s chosen commercial name to MERSİS, where it will be approved or denied based on certain parameters. The name cannot mislead potential customers nor can it be considered offensive.
After the articles of association are attested by the trade registry office or a notary public, the Company must apply to the relevant tax office for a potential tax identity number. This potential tax identity number is necessary to open a bank account and deposit the share capital of the Company.
The bank where the subscribed share capital of the firm is held must receive a letter properly composed by the lender. The name of the company as well as its shareholders, including their respective quantities deposited, should be included in this letter.