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Setting-up a Limited Liability Company |
A minimum
capital of YTL 5000 (approximately £2000)
is required. This is the total amount of capital,
not the capital per person.
Number of
founding shareholders (real persons or legal
entities) can be between 2 and 50. All or some
of the shareholders can be foreign nationals.
A shareholder’s
liability is restricted to the capital subscribed
and paid by the shareholder.
Unlike joint-stock
companies, no stock certificate is issued.
2 |
Establishment Procedures |
A company
can be established in a day provided that all
the required documents are ready to be submitted
to the Trade Registry.
3 |
The Preparation of the Articles
of Association and its Notarisation |
It is obligatory
that the articles of association of the company
should contain the subjects stipulated in Articles
506 and 511 of the TCC, it should be put down
in written form and the signatures of all founders
should be notarised:
-Names,
-Surnames
-Addresses
-Citizenship (only for non-Turkish citizenship)
of the
founders have to be listed.
The trade
name of the company has to be determined in
accordance with Article 45 of TCC so as to indicate
the business activity of the company.
It is obligatory that the
trade name has to incorporate the phrasing;
“Limited.”
In case it contains the
name and surname of the real person, the phrasing
that indicates the company type cannot be abbreviated
or displayed in symbols.
Since the trade names of
legal entities are protected all over Turkey,
the designated trade name should not have been
previously registered at any registry office.
The trade name should not
carry an essence to mislead third parties with
regard to the scope of activities, significance
or financial status of the company, nor should
contradict facts and public order.
The words
-Türk,
-Türkiye,
-Cumhuriyet and
-Milli
can be used in trade names
provided that there is a decree of Council of
Ministers approving such usage.
The trade name has to be
in Turkish language. Any fictitious names present
in the trade name have to be in Turkish language
as well.
The presence of foreign
words in the trade name of a company may be
permitted in cases, where these words do not
contradict the law, the national, cultural and
historical benefits; where the name or brand
promoting the goods or services constituting
the business activity of the company is in a
foreign language or there is/are foreign shareholder/s
in the company.
The name
of the province and district of the province
at which the headquarter of the company is located,
has to be specified in the articles of association.
Furthermore,
the open address of the company has to be written
in the articles of association.
Thus, the
article denoting the headquarter of the company
should read as;
“The
headquarter of the company is located in ……….
. It’s address is; …………….
. In case of a change of address, the new address
has to be registered at the Commercial Registry
and announced in the Commercial Registry Gazette.
Any notice served the registered and announced
address is deemed to have been served to the
company. In case the company leaves its registered
and announced address and does not register
its new address within the stipulated period,
the case is considered as the cause for termination.”
It is not
obligatory to make amendments in the articles
of association only for a change of address
if the new address is within the same registry
district. However, an amendment in the articles
of association is necessary if the new address
is located at a registry center different than
the previous one.
3.4 |
Objective and Field of Activity |
The field
of activity in which the company is planning
to operate should not have been prohibited by
Article 271 of TCC. (TCC Art. 503)
Limited
liability companies cannot operate banking
and insurance businesses.
A specific
field of activity in which the company will
actually be operating should be written in the
articles of association, at least on sectoral
basis. The articles of association should
not be written so as to cover all kinds of field
of activity. Objectives and subjects of activity
that can be written in the articles of association
are limited with the subject specifed in the
company title.
The capital
of the company should be minimum YTL 5000. Capital
amounts to be put in by shareholders can be
of diverse amounts. Yet, the capital to be provided
by shareholders should be at least YTL 25 or
multiples of this amount.
In accordance with Articles
506 and 510 of TCC, it is obligatory that
-Principal capital of
the company,
-Capital amounts subscribed by each shareholder
and
-Method and terms of how this capital shall
be paid
have to be specified in
the articles of association.
Accordingly, notwithstanding
the provisions of special laws, it must be written
in the capital clause of the articles of association
of the company that
o the capital has been
fully subscribed - free of any collusion –
and
o 1/4 of the cash capital
has been fully paid up or
o It will be paid up latest
within three months following the establishment
of the company and the remaining portion will
be paid up latest within three years.
Capital clause of the articles
of association of companies which are obligated
by special laws for payment of the whole or
a portion larger than 1/4 of their capital will
be arranged accordingly.
In the event that any rights,
movable and immovable assets are being subscribed
as capital at company establishment stage, this
commitment has to be fulfilled latest within
three months following the registration date
of the company. In case the goods and rights
put in as capital are registered at a special
registry (such as land registry office, registry
of ships, traffic registry, industrial property
registry), these have to be registered on the
behalf of the company, latest within three months
of establishment.
4 |
The Registration of the
Company at the Trade Registry |
The articles
of association are first notarized and then
registered at the Trade Registry Office where
the company headquarter is located in or where
the location of headquarter is associated with,
within 15 days after notarization.
The company becomes a legal entity by this registry.
Items that require announcement after registry
are announced in the Trade Registry Gazette.
Documents indicated in Annex
1 (of the relevant Communique) have to be
attached to the registration application.
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