Limited Liability Company Establishment in Turkey

Limited Liability Company Establishment in Turkey: Legal Processes and Professional Guide

For local and foreign investors who want to step into commercial life with solid foundations or integrate their existing global operations into the Turkish market Establishment of a limited liability company in Turkey, are among the most strategic and widely preferred legal structures. Limited liability companies (LTD), which are capital companies under the Turkish Commercial Code (TCC), isolate commercial risks with their limited liability assurance, relatively low minimum capital requirements and flexible management structures. Akal CPA, with its expert consultancy staff based in Ankara, manages the steps of limited liability company establishment with a professional vision that is fully compliant with the latest legislation, transparent and free of any financial bureaucracy.

Legal Framework and Minimum Capital Requirements

Pursuant to Article 573 et seq. of Turkish Commercial Code No. 6102, one or more natural or legal persons may act as founders of a planned limited liability company. Under the legal limits, the number of partners cannot exceed fifty. In light of the most recent legislative updates, the minimum capital required for company registration has been set at TRY 50,000. Partners are obliged only to pay the capital shares they have subscribed, and as a rule they cannot be held liable with their personal assets for the company’s commercial debts to third parties. However, for the portions of the state's public receivables, such as taxes and SGK premiums, that cannot be collected from the company, partners are liable with their personal assets in proportion to their capital shares. This legal reality makes it essential to establish expert oversight from the very start of the process.

Company Management and the Office of Manager

The decision-making body of limited liability companies is the General Assembly and the executive and representative body is the Manager or the Board of Managers. Unlike joint stock companies, it is a legal obligation for limited liability companies to appoint at least one of their shareholders as a manager with the authority to manage and represent the company. While drafting the articles of association of the company, the limits, duration and signature forms (individual or joint) of the powers of representation should be meticulously determined. The slightest procedural error in the management processes may bring the company's commercial activities to a standstill.

Step-by-Step Establishment Stages

For a smooth and fast-running limited liability company establishment, it is essential to fulfill the legal procedures before the official authorities in order and in full:

• Preparation of the Articles of Association through MERSIS: The articles of association, which specify the company's trade name, NACE activity code, shareholding structure, capital amount and company manager in detail, are drafted through the Central Registry System (MERSIS). The compliance of the trade name with TCC standards is checked at this stage.
• Notarizations and Signature Declarations: The signatures of the founders for the articles of association obtained through MERSIS are certified at the relevant notary public or trade registry directorates. In addition, a registration request (signature declaration) is issued for the manager or managers who will be authorized to represent and bind the company.
• Competition Authority Share and Bank Transactions: The amount of four ten thousandths of the total capital (%0.04) is deposited into the account of the Competition Authority. Pursuant to the current regulations, the obligation to block one fourth of the capital at the bank during the establishment phase has been abolished, and the subscribed cash capital can be paid within 24 months from the date of registration.
• Trade Registry Registration Process: All necessary physical documents are submitted to the Ankara Chamber of Commerce (or the relevant regional registry office) and the registration process is realized. Upon registration, the company becomes a legal entity and the establishment announcement is published in the Turkish Trade Registry Gazette.
• Tax Office and Social Security Institution (SGK) Notifications: Immediately after registration, tax office officials conduct an on-site inspection and the company's tax certificate is activated. If staff will be employed, an SGK workplace registration is filed. All of the company's tax returns and official accounting processes are recorded by our general accounting services department within the statutory deadlines.

International Capital and Foreign Investors

Under Turkey’s Foreign Direct Investment Law, foreign natural or legal persons establishing a commercial presence in the Turkish market are subject to exactly the same procedures and rights as domestic investors. Without the partners even having to travel to Turkey in person, by means of apostilled powers of attorney and notarized passport translations obtained in the partners’ home countries, the company formation for foreigners procedures are carried out by our experts on the investors' behalf under power of attorney and completed quickly. In addition, for global companies that do not want to bear the cost of a physical office, plan to manage remotely or are only targeting market research, our virtual office and legal address solution meets the official notification address requirement in full compliance with the legislation.