What is a Limited Company?

What are the Documents Required for Establishment?

Limited liability companies are a type of company that can be established today. Companies can be established as joint stock, limited liability, limited partnership, limited partnership, collective and cooperative companies. First of all, limited liability companies are companies established by one or more real or legal persons under a trade name. These types of companies have a definite capital and this capital consists of the sum of the capital shares. Limited liability companies, which can be established for any economic purpose and subject by law, cannot only engage in insurance and banking activities.

The number of partners in limited liability companies varies between 1 and 50. These partners are not responsible for the general debt of the company, but only for the capital they have committed. At the same time, they must fulfill the additional payment and side performance obligations stipulated in the company agreement.

In limited liability companies, a share ledger containing the actual capital shares is kept. All information about the partners and the capital they have contributed is kept in these share books. Shareholders have the right to examine the share books at any time.

According to the laws of the Republic of Turkey, the minimum capital amount required to establish a limited liability company is 10,000 TL. Each partner can enter with a minimum capital of 25 TL and their shares can increase in multiples of 25 TL.

Management and representation rights in limited liability companies are regulated by the representation company agreement. According to this agreement, one or more partners who have the title of manager may acquire the right of representation and management or transfer it to a third party.

In such companies, trade names cannot be arranged in a way to convey false information to third parties about the identity and financial status of the merchant. The words “Turk”, “Turkey”, “Republic” and “National” may only be added to the trade name by a decree of the Council of Ministers. Another important issue is that at least one of the business subjects must be included in the trade name and this subject cannot be abbreviated.

Limited liability companies, which are a sub-branch of companies, are also subject to tax. The Corporate Tax rate is set at 20% of the tax base. As a detailed information, when such companies distribute dividends, they are obliged to withhold 15% Income Tax on the dividends they distribute.

Documents Required to Establish a Limited Liability Company

• Petition
• Establishment Notification Form
• Notarized articles of association prepared through Mersis (3 copies) (One copy must be wet signed for signature control)
• Signature declaration of the directors under the company title (2 copies)
• Founders’ declaration signed by the founders
• Bank receipt showing that four ten thousandths of the capital has been deposited into the account of the Competition Authority at Türkiye Halk Bankası Ankara Corporate Branch, stamped and signed as collected
• A bank letter showing the name, surname/title of the shareholders of the company who deposited money into the account opened for the payment of the minimum amount specified in the law or the articles of association, and the amounts deposited by each shareholder and the total amount deposited
• Declaration of Chamber registration (must be signed by the authorities, must have pictures of the partners)
• Headshot Photo

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