Types
of Companies in Turkey
According
to the Turkish Commercial Code numbered 6102, companies are divided into two
groups as capital companies and private companies. According to the law,
collective and limited partnership companies are private; joint stock
companies, limited liability companies and limited partnerships divided into
shares are considered as capital companies.
Capital
Companies
In
capital companies, the capital they put forward is at the forefront rather than
the people themselves. The responsibilities of the shareholders of the capital
company are proportional to their shares in the capital. Joint stock companies,
limited liability companies and limited partnerships divided into shares are
considered as capital companies.
Private
Companies
In
private companies, unlike capital companies, partners come to the fore rather
than capital. In private companies, where the number of partners is generally
less than capital companies, the partners can only be real persons. Partners of
private companies are personally and unlimitedly liable for company debts. For
this reason, all partners are subject to the prohibition of competition and
have the right to audit the company. In addition, the approval of all partners
is required for the transfer of shares. Collective and ordinary limited
partnership companies are considered as private.
Joint
Stock Company
They
are companies whose capital is definite and divided into shares. They are
established with a minimum capital of 50,000 Turkish Liras. However, in some
exceptional cases, the minimum capital for the establishment becomes 100,000
Turkish Liras. Joint stock companies are held liable for their debts only to
the extent of their assets. Shareholders are only liable to the company for the
capital shares they have committed.
Joint
stock companies, which can be established for any economic purpose that is not
prohibited by law, have an article of association written and registered to the
trade registry at the place where their headquarters are located. Joint stock
companies may issue registered and bearer shares, issue bonds and similar debt
instruments to represent the shares.
In
this type of company, which can also be established by a real or legal person
as a sole shareholder, if the number of partners exceeds 250, some of the
shares are offered to the public. Joint stock companies are the only types of
companies whose shares can be offered to the public and whose shares can be
traded on the stock exchange. The general assembly approval is not required for
the transfer of shares.
Joint
stock companies that carry out certain activity areas and joint stock companies
that exceed the threshold values of the criteria determined according to the
total balance sheet assets, annual net sales revenue, and the number of
employees are subject to independent audit.
In
joint stock companies, there is a general assembly where all the shareholders
are represented and a board of directors that deals with management and
representation.
The
establishment and amendments to the articles of association of certain joint
stock companies such as banks, insurance companies, consumer finance are
subject to the permission of the Ministry of Trade.
Limited
Company
Limited
companies, like joint stock companies, are companies whose capital is definite
and divided into shares. They are established with a minimum capital of 10,000
Turkish Liras. Limited company partners are not responsible for the debts of
the company, but they are only responsible for paying the main capital shares
they have committed and fulfilling the additional payment and performance obligations
stipulated in the company contract.
In
this type of company, which can also be established by a real or legal person
as a sole shareholder, the number of partners should not exceed 50.
Limited
companies have a written company agreement registered to the trade registry at
the place where their headquarters are located. Bearer shares cannot be issued to represent
the shares, and the transfer of shares is subject to the approval of the
general assembly.
Limited
companies have a general assembly where all stakeholders are represented, and a
board of directors that deals with management and representation.
Limited
Partnership
There
are two types of limited partnership companies. Of these, ordinary limited
partnerships are considered private companies, and limited partnerships divided
into shares are considered capital companies.
Limited
partnership companies can be established by at least two people, one of which
is active partner (unlimited liability) and one dormant partner (limited
liability). Active partners can only be real persons, but dormant partners can
be real or legal persons.
The
active partners are liable for the debts of the company as in the collective
companies. Creditors who cannot meet their receivables from the assets of the
company may apply to the active partners. In addition, active partners can
manage the company. Dormant partners, on the other hand, cannot manage the
company, and their responsibilities are limited to the amount of capital they
have invested or committed.
Collective
Company
In
collective companies that can be established with at least two real persons,
the partners have unlimited second-degree liability to the creditors of the
company. That is, the company is held liable with its assets first. The debt
that cannot be collected from the company itself is collected from the
partners.
In
cases such as the entry of a new partner, the exit of one of the partners, or
the change of the contract, it is necessary to be unanimous in the collective
companies.
There
is no minimum capital amount for the establishment of collective companies.
Each
of the company partners has the right and duty to manage the company. However,
management business may be assigned to one, several or all of the partners,
either by company agreement or by the majority of partners.
Cooperative
According
to the definition of the Ministry of Commerce of the Republic of Turkey,
cooperatives are an autonomous organization of people who voluntarily come
together to meet their common economic, social and cultural needs and
aspirations through a jointly owned and democratically controlled enterprise.
Cooperatives
are not considered private companies or capital companies. Except for some
special exceptions, the boards of directors of cooperatives established with at
least 7 people consist of real or legal persons who are Turkish citizens and
meet some other conditions, and the board of directors must be at least 3
people. Members of the board of directors in cooperatives can be elected for a
maximum of four years, and if there is no contrary provision in the articles of
association, there is no obstacle for them to be re-elected.
Provided
that it is included in the articles of association of the cooperative, it can
be decided that the partners have unlimited second-degree liability or that
their responsibilities may be limited to a certain extent.
One
or more auditors are elected by the general assembly as the supervisory body of
the cooperative for at least one year. Auditors are required to be members of
the board of directors.
All
partners can attend the general assembly of cooperatives, except those who are
not partners three months before the assembly.
Company
Establishment Stages
The
establishment stages of the companies vary according to the type of company to
be selected. Establishment procedures are carried out electronically over the
Central Registry Number System (MERSIS). In general, the company establishment
stages are as follows:
1. Company
establishment procedures should be initiated by creating a free membership on
MERSIS's website https://mersis.gtb.gov.tr/.
In the company contracts to be prepared through MERSIS, Turkish citizens can be
defined as partners or authorized with their ID numbers, and foreigners with
their passport numbers, provided that the foreigners must first obtain a tax
number from the tax office and register it to MERSIS by applying to the trade
registry office.
Contracts
are prepared in Turkish. In transactions to be made through MERSIS, the system
guides users to fill in the elements that are legally required to be in the
contract and ensures that the contract is prepared correctly. The tax number to
be used after the establishment of the company is also assigned by MERSIS.
Then, the founders sign the contract, and it is verified by a competent authority,
whether the signatures belong them or not. For this process, the founders or
their authorized representatives are required to go to the relevant
organization. In limited companies and cooperatives, this process is carried
out at the trade registry directorate where the company's headquarters is
located. For other types of companies, an application can be made from any
notary public.
2. In
any trade registry directorate, the signatures to be signed by the persons
authorized as company representatives under the company title must be approved
by the competent authority and signature declarations must be prepared.
3. At
the establishment stage of the company, 0.04% of the capital is deposited into
the bank account of the institution as "Competition Authority Share".
Along with other establishment procedures, this fee can also be paid at the
trade registry office. In the establishment of a joint stock company, at least
25% of the shares committed in cash must be deposited into a bank account
opened in the name of the company before the company is registered.
4. Finally,
upon the application of the founders to the registry office with the necessary
documents, the registration process is completed by the trade registry office.
In the establishment of joint stock companies, limited companies and
cooperatives, the commercial books to be kept are approved by the trade
registry directorate and to the related party. Company establishment
transactions can also be made through a representative authorized by a power of
attorney.
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