Establishing a Company Guide in Turkey
Reference: Presidency of the Republic of Turkey Investment office www.invest.gov.tr
TYPES OF COMPANIES IN TURKEY
According to the Turkish Commercial Code there are five different types of companies in Turkey.
- Joint Stock company
- Limited company
- Collective company
- Limited Partnership
- Ordinary Limited partnership
- Limited Partnership divided into shares
Joint stock company, limited company and limited partnership divided into shares are the capitals companies. In capital companies, the partners are only liable to the company with the capital they have committed.
Ordinary limited partnership and collective companies are private companies. In private companies, the principle of the second and unlimited liability of the partners for the debts of the company is valid.
The establishment, basic characteristics and operation of these companies are regulated in the Turkish Commercial Code No. 6102. About the cooperatives, Cooperatives Law No. 1163 is applied primarily.
Joint stock companies and limited companies are the most common type of companies in Turkey. Approximately 82% of all companies are limited companies, while 13% are joint stock companies and 4% are cooperatives. The total of collective and limited partnership companies is around 1%
JOINT STOCK COMPAN
A joint stock company is a company whose capital is definite and divided into shares and which is responsible for its debts only with its property holdings.
Shareholders are only liable to the company with the capital shares they have committed.
Joint stock companies may be established for any economic purpose and subject that is not prohibited by law.
Joint stock company has a articles of association written and registered to the trade registry at the place where its headquarters is.
A joint stock company with a single share can be established. Real and legal persons may be shareholders.
As a rule, approval of the general assembly is not required for the transfer of shares. Shareholders may freely transfer their shares to others.
Joint stock companies are the only type of company whose shares are offered to public and whose shares are traded on the stock exchange.
The minimum capital amount is 50,000 Turkish Liras. (For non-public Joint stock companies accepting the
registered capital system, the initial capital may be at least 100,000 Turkish Liras.) At least one quarter
of the nominal value 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. The payment schedule may be set out in the articles of association of the company or may also be determined by the board of directors.
Joint stock companies may issue registered and bearer shares in order to represent the shares. They may
also issue bonds and similar debt instruments.
Joint stock companies carrying out certain activity areas and joint stock companies exceeding the threshold values of the criteria determined according to total assets, annual net sales revenue, number of employees are subject to independent audit.
Joint stock company has two organs
As a rule, it is the organ in which all shareholders are represented and exclusively authorized to take some
important decisions concerning the company (e.g. amendment of the articles of association, election of the board of directors, election of the auditor, termination of the company, etc.).
BOARD OF DIRECTORS
It is the organ that is mainly responsible for the management and representation of the company. It is possible that the board of directors consists of one member. There is no requirement for board members to be a Turkish Citizen and to be resident in Turkey.
Establishment and amendments to the articles of association of certain joint stock companies are subject to the permission of the Ministry of Trade
Banks, financial leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holding companies established as joint stock companies, companies operating foreign exchange buffets, companies engaged in public retailing, agricultural products licensed warehousing companies, product specialized stock exchange companies, independent auditing companies, observing companies, technology development zone management companies, companies subject to the Capital Markets Law No. 6362, founder and operator companies of the free zone.
Various equivalents of joint stock company in the world
United States of America, Canada Corporation (Inc., Corp.)
European Union Societas Europaea (SE)
Germany, Austria, Switzerland (German-speaking cantons) Aktiengesellschaft (AG)
France, Belgium, Switzerland (French-speaking cantons) Societé Anonyme (SA)
United Kingdom Public Limited Company (plc)
Italy Società per Azioni (SpA)
Spain, Mexico, Argentina Sociedad Anónima (S.A.)
A limited company is a company whose capital is definite and divided into shares and is responsible for its debts only with its property holdings.
The shareholders are not liable for the debts of the company, they are obliged to pay only the capital shares they have committed and to fulfill the additional payment and performance obligations stipulated in the company contract. Shareholders are responsible for capital debts due to uncollectible public debts in the rate of their capital shares.
The limited company has a company contract written and registered to the trade registry at the place where its headquarters is.
Limited companies cannot be offered to public.
A limited company with a single shareholder can be established. The number of shareholders may not exceed fifty. Partners of a limited company may be real or legal persons.
The capital of the limited company is at least 10,000 Turkish Liras. It is possible to pay all of the capital brought in cash within 24 months after the registration of the company. Payment schedule can be arranged in the company contract or may be determined by the directors.
In limited companies, bearer shares can not be issued.
The transfer of limited company shares is subject to the approval of the general assembly.
Limited Companies have two organs
As a rule, it is the organ exclusively authorized to take some important decisions about the company (eg
changing the company contract, selecting the directors, selecting the uditor, termination of the company,
etc.) where all shareholders are represented.
DIRECTOR / BOARD OF DIRECTORS
It is the organ mainly responsible for the management and representation of the company. It is possible that the company has only one director. At least one of the directors must be a partner of the company. There is no requirement for directors to be a Turkish Citizen and to be resident in Turkey.
Various equivalents of limited company in the world
United States of America Limited Liability Company (LLC)
European Union Societas Privata Europaea (SPE)
Germany, Austria, Switzerland (German-speaking cantons) Gesellschaft mit beschränkter Haftung (GmbH)
France, Belgium, Switzerland (French-speaking cantons) Societé à Responsabilité Limiteé (SARL, SàRL)
United Kingdom Private Limited Company (Ltd, Limited)
Italy Società a Responsabilità Limitata (Srl)
Spain Sociedad Limitada (S.L.)
Mexico, Argentina Sociedad de Responsabilidad Limitada
(S.R.L., S. de R.L.)
The collective company is established with at least two partners.
Each partner has the right and duty to manage the company separately. However, management business may be assigned to one, several or all of the partners, either by company agreement or by the majority of partners.
Only real persons may be partners in the collective company.
The partners of the company are second degree unlimited liable to the creditors of the company.
There is no capital requirement for collective companies.
The ordinary limited partnership is a private company, and the limited partnership divided into shares is a capital company
A limited parnership can be established by at least two people, one of which is active partner (unlimited responsible) and the other one is dormant partner (limited responsible). The active partners can only be real persons. The dormant partners can be both real and legal persons.
The responsibility of the dormant partners is limited by the amount of capital that they put or commit. Dormant partners cannot manage the company.
There are two kinds of limited partnership company; ordinary limited partnership and limited partnership divided into shares
The most important feature of the limited partnership is that it has limited and unlimited responsible partners together. Some partners are limited responsible, and some partners are unlimited responsible.
The responsibility of the active partner is like a collective company partner. Creditors who cannot cover their receivables from the assets of the company may apply to the active partners. Active partners manage the company.
Cooperatives are partnerships with varying partnerships established by real and legal persons in order to provide and protect the specific economic interests of partners and especially their needs related to their profession or livelihoods by means of labor force, mutual assistance by monetary contributions, solidarity and bail.
Provided that the articles of association contain provisions, it may be decided that the partners shall be liable to the second degree unlimited liability against the creditors of the cooperative or limited liability up to a certain amount more than the capital share they have committed.
One or more auditors shall be elected by the general assembly for at least one year as the supervisory body of the cooperative. Auditors are required to carry the conditions of being a board member.
A cooperative company is not a private company or a capital company, but a commerce company like any other mentioned companies.
The cooperative can be established with at least seven partners, without prejudice to special types.
Each partner undertakes at least one, at most five thousand shares. The value of a partnership share is 100 Turkish Liras.
All partners, except those who were not partners three months before the general assembly, may participate in the cooperative general assembly . This requirement is not required in building cooperatives.
The board of directors consists of at least three persons who are Turkish citizens and who meet the other
requirements depicted in the Law. members of the board of directors may be elected for a maximum term of four years. Unless otherwise provided for in the articles of association, they may be re-elected.