The partners are not responsible for the debts of the company, they are only obliged to pay the basic capital shares they have committed. At the same time, they must fulfill the additional payment and side performance obligations stipulated in the co
"Justice without power is powerless, power without justice is cruel.”ZÜLFÜ LİVANELİ
Companies established by one or more real or legal persons under a trade name are called limited liability companies. The basic capital of this type of companies is certain and this capital consists of the sum of the basic capital shares. Any kind that is not prohibited by law; economic purpose and limited companies that can be established for the subject cannot operate only in the fields of insurance and banking.
Limited companies can have no more than 50 partners, and a single partner company can be established. The partners are not responsible for the company's debts, they are only obliged to say the basic capital shares they have committed. At the same time, they must fulfill the additional payment and side performance obligations stipulated in the company contract
A share book is kept in the limited company, which includes the basic capital shares. In addition to information such as the names and addresses of the partners, the number of basic capital shares owned by each partner, the transfers and transfers of the basic capital shares, their nominal values, groups, usufruct and pledge rights on the basic capital shares, the names and addresses of the owners are written in this book. . At the same time, partners can examine the share ledger.
Limited companies must have a capital of at least 10,000 TL. It is obligatory that the value of the basic capital shares of each partner should be at least 25 TL or its multiples. At least 1/4 of the nominal value of the cash pledged shares must be tested before the registration, and the remaining part within 24 months following the registration of the company. There is no limited real right, lien or measure on them; Elements of assets, including intellectual property rights and virtual environments and names, which can be evaluated and transferred in cash, can be put as capital in kind. Acts of service, personal effort, commercial reputation and unpaid receivables do not become capital.
In limited companies, the management of the company is regulated by a representative company agreement. With the contract of the company, its management and representation is given to one or more partners holding the title of manager, or all partners or the third; can be given to individuals. At least one partner must have the right to manage and represent the company.
Phrases to be included in the trade names of limited companies; Third, about the identity of the trader, the extent of his business, its importance and financial situation. It cannot be of a nature that will cause a wrong view in people and it cannot be contrary to reality. In addition, the phrases in the trade name; It cannot be contrary to public order, national interests and morals, and cannot be determined in a way that will damage cultural and historical values.
In limited companies, the trade name is "Turkey", "Turkey", "Cumhuriyet"; and “National” the words are plain, plain and without additives; It can be set by the decision of the Council of Ministers. In addition, officially defined place names can be used in the trade name. In order for country names to be used in the title, permission must be obtained from the competent authorities of that country.
At least one of the business subjects must be included in the trade title, and abbreviations cannot be made in the phrases showing the business subject. The names of public institutions and organizations and other national and international organizations or the abbreviated names that define them cannot be used in addition to their trade names.
A trade name deleted from the trade registry cannot be re-registered in the name of another trader until five years have passed from the date of publication of the announcement regarding the deletion of the trade registry in the Turkish Trade Registry Gazette.< /p>
There is no obstacle for foreign investors to establish a company in Turkey. These foreign investors can establish a Limited Company with their 100% foreign capital, or they can establish a company with a Turkish partnership. In order to bring these investors to our country's economy, innovations have been brought to the foreign company establishment regulations and the Limited Company has been made more attractive with these regulations. Looking at the companies with foreign partners, 75% of these companies were established as Limited Liability Companies.
Limited Company Establishment Procedures with Single and Foreign Legal Person Partners As mentioned above, a foreign legal person can establish a limited company with one partner. Some documents for the said establishment transactions The sheath must be supplied and the procedures that will be detailed below should be carried out. However, at the beginning of these processes, the following steps must be performed in order:
“Reserving Trade Name” Doing the process is ömoisture. Establishment procedures “www.mersis.gov.tr” and as the first step, the trade name of the limited company to be established should be determined. Because the trade name of the new company will be used in the documents required for the establishment procedures, the title must be determined at the beginning of the establishment process and according to the regulations regarding the titles of the commercial companies. The title determined in the Central Registration Registry System (“Mersis”) can be reserved for a period of 15 (fifteen) days. Considering that the establishment procedures take longer than 15 days, it is possible to make a re-reservation process every 15 days and to reserve the title more than once.
Obtaining a Potential Tax Number: If the Foreign Legal Person who will be the founder and sole shareholder of the Limited Company has not had any activity in Turkey before, (Separately in the potential tax number to be collected for the company to be established) It is necessary to obtain a potential tax number from the authorized tax office in Turkey. The authorized tax office will be the tax office of the company's headquarters or the tax office in the same region that accepts potential tax number applications on the date of application.
Apostilled issuance of the necessary documents by the foreign legal person in a language other than Turkish and required within the scope of the company establishment, by a sworn translator, We would like to point out that it must be translated into Turkish and subsequently certified by a notary public.
Foundation Procedures: All of the Documents; After obtaining from the foreign legal person who will be the sole partner, the following procedures must be carried out;
a) Certification of the Articles of Association: Following the initiation of the establishment procedures from www.mersis.gov.tr, the company's main contract must be approved by the notary public. The representative of the company can do this, and the company's articles of association must be approved in 3 copies. 1 of the 3 copies mentioned must be wet signed.
b) Signature Statement: Following the approval process, the company manager is required to submit a statement of signature. At this point, there are important issues at the point of how the director of the company will be determined and who he will be. First of all, it is essential that the company manager is determined in the company's articles of association. The manager of the company; It may be a foreign legal entity that is a direct founding partner. However, it is obligatory for a foreign legal entity to appoint a representative who is a real person, and this assignment must be included in the company's articles of association. If this representative to be appointed is a Turkish citizen, his/her name, surname, address, nationality and T.R. ID number is required. However, if the representative in question is a foreign national and residing in Turkey, a residence permit and a notarized passport copy with Turkish translation will also be required. The representative of the company manager determined in this way will personally go to the notary and give a signature statement.
c) Depositing the Capital: Following the aforementioned declaration of signature, the company's foreign legal entity partner or his representative is ¼ A “BANK LETTER” from the bank stating that “the product is stored and this transaction is made”; must be taken. At this point, Article 334/1 of the New TCC states “the reputation of the shares committed in cash”. at least twenty-five percent of its values are called before registration, and the rest is within twenty-four months following the registration of the company. We would like to emphasize that it has provisions.
d) Competition Authority's Fee: Following the receipt of the aforementioned Bank Letter, the company's foreign legal entity partner or proxy paid ten thousand of the committed capital; Because 80000011 (IBAN NO: TR40 0001 2009 4520 0080 0000 11) number located in the Turkish Competition Authority's Ankara Corporate Branch It must be deposited to the .lu account by cash/EFT/transfer and the original signed and stamped bank receipt must be obtained from the bank stating that this transaction has been made.
e) Room Registration Request: Then the company manager; The chamber registration petition, which will be signed by the person or his representative, must be prepared. At this point, in the petition in question, the tax office to which the company to be established will be affiliated should be specified, and a document in its appendix should be stated. should take place. In addition, in the petition in question, the title of the company, its capital, the date of central opening and the subject of its actual activity on that date should be clearly stated together with the NACE code, and if it is determined that this information is correct, the liability will be waived. It must be stated that it belongs to the person or persons who signed it.
f) Incorporation Notification Form: On the other hand, Incorporation Notification Form is the manager of the company; It must be signed and prepared by the person or his representative. At this stage, since the founder and sole partner of the company is a foreign legal entity, the aforementioned Form 4 should be drawn up as a copy. After all the above operations are done and all required documents; These documents will be submitted to the Trade Registry Office after they are provided. The registration decision to be made after the application must be followed physically from the MERSIS system and the relevant chamber of commerce. Following the registration decision of the Trade Registry Office, this decision was taken and on the same day, the official books of the company (journal, general, inventory, share book, shareholders' negotiation and decision book) and the first circular of signature must be notarized. Again, if there is a rental agreement of the company that is established, and if accounting service is received, the stamp taxes of the service agreement made in relation to this service must also be paid. Following the aforementioned transactions, the establishment of the company will be completed and the company will be registered with the trade registry where its head office is located and will be announced in the Turkish Trade Registry Gazette. Following this registration, it is necessary to apply to the tax office for the establishment of a business. As of this application, an authorized person from the tax office visits the headquarters of the company and makes a roll call. During this poll, the representative determined by the foreign director or the company's representative must be present, and as a result of the poll to be made, all establishment procedures of the company will be completed and it will be able to start operations.
The main bodies of limited companies are:
- General assembly
- Audit progress
All partners form the general assembly. From the end of the accounting period; It normally convenes at least once a year during the month. General meetings of limited companies with more than twenty partners are held in accordance with the provisions of joint stock companies. In limited companies with less than twenty partners, there is a board of shareholders instead of a general meeting. In limited liability companies with 20 or less partners, the general assembly resolutions are taken with the written votes of the partners. In order for the resolutions to be valid, the partners representing more than half of the paid-in capital must vote in favor of the proposed issue.
The duties of the general assembly are:
- Making changes to the articles of association
- To audit, to elect, to dismiss
- Deciding on the division of shares
- To release by examining the financial statements
- Appointing, dismissing, extending the term of company directors
Managers in limited companies and members of the board of directors of joint stock companies work under the same responsibility. In limited companies, the right of management and the authority to represent the company are given to the managers. In limited companies, the managers can be from among the partners or from outside. In order for an outside manager to be appointed, this must be specified in the articles of association or a general assembly decision.
Who the directors will be and how they will be selected are specified in the main contract. The authority to appoint and dismiss the directors is in the general assembly. This authority cannot be delegated to anyone else. The person who will be the manager should have the knowledge and skills to do this job. will be the manager his job must not have been penalized for disgraceful water; must be of legal age and capable of exercising their civil rights. In limited companies, the managers are under legal and penal responsibility for their transactions. Managers must carry out their transactions in accordance with the law and the articles of association.
The duties of the managers are:
- Duty to manage and represent the company
- Do not invite the general assembly to the meeting
- Not to compete with the company
- Carrying out and following up on all transactions related to the amendment of the Articles of Association
- In case of dissolution of the company for a reason other than bankruptcy, it is obliged to notify the trade registry.
- Managers are obliged to keep the share ledger.
- Requesting partners to fulfill their capital investment debt
- In case a certain part of the basic capital disappears, the partners are obliged to notify the general assembly.
- To ensure the preparation of financial statements (balance sheet, income statement, etc.)
- Preparing the annual activity report
Limited companies with less than 20 partners do not have to hold an auditor. Limited companies with more than 20 shareholders must have at least one auditor. It can have a maximum of five auditors. In limited companies, the auditors are specified in the articles of association, and then they are selected by the general assembly. Auditors can be chosen from among the partners as well as from outside. Auditors who have completed their term of office can be re-elected. Persons to be elected as auditors should have the knowledge and skills to perform this duty. Persons to be elected as auditors must also meet the legal requirements.
Duties of audits:
- To determine the form of balance sheet arrangement together with company managers
- Preparing the estimated balance sheet of the company
- Arranging the balance sheet of moisture
- To invite the general assembly to the meeting when the negligence of the managers is seen
- At least three auditing the company vault once a month
- To inform the partners by attending the general assembly
- Checking whether the company's accounting records are kept in accordance with the law; do
The books that limited companies have to keep are:
- Journal book
- Big notebook
- Inventory and balance sheet
- Share ledger
GENERAL INFORMATION ABOUT THE JOINT STOCK COMPANY
Having all the features of being a capital company, established to realize big goals, all kinds of; are companies that can issue securities (stocks, bonds, etc.) and are managed on a majority basis, with boards that can engage in economic activity. It is a company that has a title, whose basic capital is definite and divided into shares, and whose debts are limited to its assets and its partners' liability only to the capital share they have committed.
The capital must be at least 50.000.- TL. The beginning is started in non-public joint stock companies that have accepted the registered capital system showing the ceiling of authority granted to the board of directors in increasing the capital; Its capital cannot be less than one hundred thousand Turkish Liras (100,000 TL).
At least 1"4" of the nominal value of the cash pledged shares shall be taken before the registration, and the remaining part within twenty four months following the registration of the company;
The assets, including intellectual property rights and virtual environments, which do not have limited real rights, liens and measures, which can be evaluated and transferred in cash, can be put as the same capital. Acts of service, personal labor, commercial reputation and undue receivables cannot be capital. Incorporated companies may offer their shares to the public.
The joint stock company is managed and represented by the board of directors. There is a board of directors composed of people. Board of Directors; members of the most He is elected to serve for a year. Unless there is a contrary provision in the main contract, the same person may be re-elected.
Members of the board of directors may be paid attendance fees, salaries, bonuses, premiums and annual profits, provided that the amount is determined by the articles of association or by the decision of the general assembly.
Phrases to be included in trade titles; Third, about the identity of the trader, the size, importance and financial status of his business It cannot be contrary to reality and of a nature that will cause a wrong view in people.
Phrases in the trade title; It cannot be contrary to public order, national interests and morals, and cannot be determined in a way that will damage cultural and historical values.
A trade name is "Turkish", "Turkey", "Cumhuriyet"; and “National” the words are plain, plain and without additives; It can be placed by the decision of the Council of Ministers.
Incorporated and limited liability companies must include at least one of the business subjects in their trade names. Abbreviations cannot be made in phrases showing the business subject.
In the title of joint stock companies to be established with the main purpose of joining other businesses, “holding” It is mandatory to include the phrase.
Officially defined place names can be used in the trade title, and for the use of country names in the title, permission must be obtained from the competent authorities of that country.
A trade name deleted from the trade registry cannot be re-registered in the name of another trader until five years have passed from the date of publication of the announcement regarding the deletion of the trade registry in the Turkish Trade Registry Gazette.
DIFFERENCES BETWEEN JOINT STOCK COMPANY AND LIMITED COMPANY
COMMON FEATURES OF LIMITED AND JOINT STOCK COMPANIES