3.2. Limited Liability Company - LTD
Number and Qualities of the Shareholders:
Limited liability companies may be established with one or more shareholders; the number of shareholders may not exceed fifty.
Therefore, a sole shareholder limited liability company may be established as per the TCC.
Moreover, shareholders may be real persons or legal entities. A legal entity shareholder may at the same time be a director of the company,
even within sole shareholder limited liability companies. In this case, a real person shall be appointed to represent the legal entity director.
It should be emphasized that in the event a legal entity director shall be entitled to represent and bind the company,
authorities related to the representation of the company should be clearly attributed to this legal entity director in the articles of association.
Minimum Capital Amount:
The initial minimum capital of a limited liability company must be at least TRY 10.000.
The nominal value of the shares in the capital should be at least TRY 25 and multiples of 25.
It is also possible to contribute assets as capital in kind. Assets, including intellectual property rights, virtual environments and domains,
which are marketable, transferable and free of any encumbrance, attachment or lien, may be contributed as capital in kind.
However, services, personal labor, goodwill and undue receivables may not be contributed as capital.
Where the capital of the company shall entirely or partially be undertaken in cash, ΒΌ of the nominal value of the shares to be contributed
should be paid before the registration, while the remaining amount shall be paid within 24 months subsequent to the registration.
In other words, in a limited liability company that shall be established with the minimum capital amount, and where this capital is undertaken in cash,
at least TRY 2.500 should be deposited to the bank account to be opened in the name of the limited liability company to be established.
Trade Name:
Each merchant should perform its commercial activity under a trade name and use its trade name when signing any deed related to its commercial enterprise.
The registered trade name should be written in a legible manner and placed in plain sight within its workplace.
Also, the documents used in relation to the commercial enterprise should specify the trade registry number, trade name, head office,
and if required its registered internet address.
Furthermore, the trade name of the company should contain the words limited liability and refer to the company's activities.
Some names require special permission to use like Turkiye and Turk and needs permission from Turkish Senate.
Control:
The management and representation of the company may be left to shareholder or non-shareholder persons that have been elected.
However, the management and representation of the company cannot be left entirely to third parties, at least one of the shareholders
must possess the right to management and representation of the company. if there is more than one director, then they will form a board.
With the new regulation, it is now possible for legal entities to also be appointed as manager. This way, an association, a joint stock,
a limited liability or an unlimited liability company may be appointed as manager to the company.
If one of the managers of the company is a legal entity, such legal entity shall determine a real person to carry out its duties on its behalf.
Managers are responsible and authorized for all matters that are not within the responsibility and authority of the general assembly
according to the law and the articles of incorporation.
Articles of Association:
The articles of association of the company should be in written form, and notary public should approve the founders' signatures.
Within this framework, the following shall be clearly stated in the articles of association:
Company's trade name and location of its head office;
Scope of company business with main points defined and specified;
Nominal value of the capital, number of shares in the capital, their nominal values, privileges attached thereto, if any, and groups of shares in the capital;
Names, surnames, titles and nationalities of the managing directors;
Form of notices to be made by the company
Required Documentation:
The following documents must be attached to the application:
A notarized copy of the articles of association of the company;
Founder's declaration with its annexes; and
The document indicating the persons authorized to represent the company together with their addresses and the appointed auditor
Further, the following information shall be provided in the application:
Names and surnames or titles, addresses and nationalities of the shareholders;
Shares in the capital subscribed by each shareholder and total amount that they have undertaken;
Names and surnames or titles of each managing director, whether they are a shareholder or a third party;
Representation method of the company
We would like to emphasize that even though the Turkish Commercial Code provides a general framework for the required documentation,
the content and form of the documents should be checked with the related trade registry.
