Company formation in brief
The Turkish Commercial Code provides for two organizational and legal forms of most commercial companies established in this country, including those with foreign investments, namely, a company and a partnership, which, in turn, are divided into such types as:
* Anonim Sirket - joint stock limited liability company
* Limited Sirket - private limited liability company
* Kollektiv Sirket - unlimited liability partnership
* Komandit Sirket - limited liability partnership
Anonim Sirket, a legal entity entitled to carry out any legally permitted activity, is established by at least five shareholders (physical or legal persons, residents or non-residents of Turkey), and is characterized as follows:
* minimum capital is TRY50’000 (US$1 is approximately TRY20);
* maximum number of shareholders is not limited;
* company’s shares are negotiable monetary instruments;
* both registered and bearer shares may be issued;
* registered shares may be publicly offered to third parties upon the Board of Directors’ consent and provided that the shares transfer is not prohibited by the company's charter;
* bearer shares are freely transferred unless such shares transfer is prohibited by the company’s charter;
* shareholders' meeting is the body responsible for strategic decision-making and election of the Board of Directors to manage current activities. The Turkish Commercial Code protects shareholders minority’s interests in such a way that they may request that the Board of Directors appoint an auditor on behalf of the minority;
* if the number of shareholders exceeds 250, or the company is listed on the Istanbul Stock Exchange and if it issues its bonds, the company is required to observe the rules established by the Turkish Securities Market Commission.
Limited Sirket, private limited liability company, is a legal entity entitled to carry out any legally permitted activity, except for banking and insurance operations, is established by at least two physical or legal persons (residents or non-residents of Turkey) and is characterised as follows:
* maximum number of participants is 50;
* minimum capital is TRY 5’000;
* participants’ interests may not be freely transferred to third parties without the other company owners’ consent, and the decision to transfer rights may be made by at least 75% of votes of persons holding at least 75% of the company's capital;
* company appoints a manager for managing its business.
Kollektiv Sirket, unlimited liability partnership, is established without a need to pay any capital. All partners have equal rights (general partners) and bear unlimited liability for the partnership’s debts and obligations in accordance with the Memorandum of Association. Partnership’s profits are considered individual partners’ income and taxed in Turkey at tax rates applicable to physical persons’ income. Partnership is managed by its partners.
Komandit Sirket, limited partnership, is established without a need to pay any capital. Partnership includes one or more general unlimited partners and one or more limited partners who contribute capital and participate in the partnership’s profits and losses distribution. Limited partners do not have financial obligations for the partnership’s debts in excess of their share in the partnership’s capital. General partners manage the partnership, and limited partners may not be involved in managing the partnership because in this case they lose the limited partner status. Partnership’s profits are considered individual partners’ income and taxed in Turkey at tax rates applicable to physical persons’ income.
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