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 of the Turkish Commercial Code No. 6102 and the following provisions, one or more natural or legal persons may be included as founders for the establishment of a planned limited liability company. According to legal limitations, the number of partners cannot exceed fifty. In light of the recent legislative updates, the minimum capital amount required for company registration has been set at TRY 50,000. The partners are only obliged to pay the capital shares they have subscribed to the company, and as a rule, they cannot be held liable for the company's commercial debts to third parties with their personal assets. However, the shareholders are liable with their personal assets in proportion to their capital shares for the uncollectible portions of the state's public receivables such as taxes and SSI premiums. This legal reality necessitates the establishment of an expert audit mechanism from the beginning of the process.

Company Management and Directorate Organization

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 specifies the company title, NACE activity code, shareholding structure, capital amount and the company manager in detail, is drafted through the Central Registry Registration System (MERSIS). The compliance of the title with TCC standards is audited 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 (SSI) Notifications: Immediately after the registration process, the tax plate is activated by the tax office officers by conducting an actual inspection. If personnel will be employed, the SSI workplace declaration is issued. All these declaration and official accounting processes of the company, general accounting services It is recorded by our department within legal periods.

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 the same procedures and rights as domestic investors. The partners do not even need to physically travel to Turkey, through apostilled power of attorney and notarized passport translations obtained from their home countries. company formation for foreigners transactions are carried out by our experts by proxy and concluded quickly. Also for global companies that do not want to bear the cost of a physical office, plan remote management or only target market research, virtual office legal address supply With our solution, the official notification address obligation is overcome in full compliance with the legal legislation.