A limited liability company (hereinafter will be referred as “LLC”) is a company whose capital is definite and divided into shares and is responsible for its debts only with its property holdings. It is commonly preferred by business actors to move quickly as a legal entity.
According to Turkish Commercial Law, a limited liability 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
A 100% foreign ownership in an LLC is permitted. A foreigner who has never been to Turkey can become a shareholder of a Turkish LLC or establish one by way of a power of attorney.
The capital of an LLC is at least 10,000 Turkish Liras. It is possible to pay all 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.
The cash contributions for the share capital must be deposited into a special bank account to be opened in the name of the company that is being established. A bank letter proving that the subscribed share capital has been deposited into an account will be submitted to the relevant trade registry office. The deposited amount can be withdrawn by the company upon presentment of the relevant establishing documents showing that it acquired legal personality.
The shareholders of an LLC can be real persons as well as legal persons. They do not have to reside in Turkey; non-residents can become shareholders of a Turkish LLC as well.
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 noncollectable public debts in the rate of their capital shares.
Under Turkish law director or board of directors is the organ that is 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.
V- ARTICLES OF ASSOCIATION
The articles of association must be prepared to establish an LLC. Several copies of the articles of association have to be signed by all the shareholders (or their representatives by way of a proxy) of the LLC before the trade registry office (unless the shareholders or their representatives are illiterate or handicapped or cannot speak Turkish in which case the AoA must be signed before a notary public).
Under Turkish Law, articles of association of an LLC wording must include the following:
- The names and surnames, address, and citizenship details of the founders,
- The commercial name of the company,
- The main area of activity and the subject matter of the company,
- The address of the company,
- The capital of the company, number of shares, nominal value of each share, how the capital will be subscribed,
- The names, surnames, and nationalities of the director(s),
- How the announcements about the company are made,
Articles of association of an LLC may be changed by a resolution of its general assembly formed by the shareholders.
- Potential tax numbers need to be obtained for Foreign shareholders.
- Foreign shareholders must be registered to the electronic registration system of the chamber of commerce.
- Title of the company must be reserved in the system.
- The address of the company must be determined.
- Fields of activity should be determined.
- Potential tax number must be obtained for the LLC from the relevant tax office that is in the same district as the company.
- Articles of association must be prepared and reviewed in accordance with he needs of the shareholders.
- Share allocation must be determined. If there is one shareholder then it is not required since 100% of the shares will be registered to the sole shareholder of the company.
- Application must be submitted, and an appointment should be taken from the relevant directorate of the chamber of commerce.
- Shareholder(s) or their representative(s) need to attend this appointment and sign the articles of association in front of the relevant officer.
- Fees should be paid in cash at the same time in the appointment.
Once the registration process is completed, the registration of the LLC is announced in the Turkish Commercial Registry Gazette.
The LLC registration process is typically completed in a couple of weeks.
The LLC must also be registered in the relevant tax and the social security offices once the company registration process is