Commercial Companies The general provisions and types of companies related to commercial companies are regulated under the Turkish Commercial Code No. 6102. According to the law, commercial companies include:

  • Joint Stock Company
  • Limited Liability Company
  • Collective Company
  • Commandite Company
  • Partnership Limited by Shares

These companies are subject to the Turkish Commercial Code and its secondary regulations, and they are classified into two categories: capital companies and personal companies.

  • Capital Companies: These are Joint Stock Companies and Limited Liability Companies. Shareholders have limited liability.
  • Personal Companies: These are Collective Companies and Commandite Companies. Shareholders have unlimited liability.

Joint Stock Companies and Limited Liability Companies are the most common types of companies in Turkey.

Joint Stock Company

According to the Turkish Commercial Code No. 6102, a joint stock company is a company whose capital is divided into shares and is liable only with its assets for its debts. Shareholders are only liable to the company with the amount of capital they have committed. The capital of joint stock companies is divided into shares, and the liability of the shareholders is limited to the capital they have committed and paid.

Joint stock companies can be established for any economic purpose or subject that is not prohibited by law. To establish a joint stock company, one or more founders who are shareholders are required. Real and legal persons who subscribe to shares and sign the articles of association are the founders.

The initial capital, representing the capital committed in the articles of association, cannot be less than 250,000 Turkish Liras for joint stock companies that have not adopted the registered capital system, where the authorized capital ceiling for the board of directors in capital increases is less than 500,000 Turkish Liras.

The organs of joint stock companies are the General Assembly and the Board of Directors. The General Assembly is the highest decision-making body where all shareholders are represented. The Board of Directors, consisting of one or more persons appointed in the articles of association or elected by the General Assembly, is responsible for the management and representation of the company.

Limited Liability Company

A limited liability company is established with one or more real or legal persons who have limited liability, with the company’s assets and a predetermined (fixed) capital. The liability of the shareholders towards the company is limited to their capital shares.

A limited liability company can be established with a minimum capital of 50,000 TL and with a minimum of one and a maximum of fifty shareholders. Joint stock companies can be established for any economic purpose or subject that is not prohibited by law. Limited liability companies cannot go public.

The company organs are the General Assembly of Shareholders and the Manager(s) Board. The General Assembly is the highest decision-making body where all shareholders are represented, while the Manager(s) Board is the body responsible for the management and representation of the company.

Collective Company

Collective companies are established to operate a commercial enterprise under a trade name, and no partner’s liability is limited to creditors of the company. There is no minimum capital requirement. Only real persons can be partners. The responsibilities and obligations of the partners are determined by the company’s articles of association. Each partner is responsible for the management of the company.

Commandite Company

According to the Turkish Commercial Code, commandite companies are established to operate a commercial enterprise under a trade name. The company is established by at least two partners, one of whom is a commandite partner, and there is no minimum capital requirement. The commandite partner has unlimited liability, while the commanditer partners have limited liability according to their committed capital. Commanditer partners can be either real or legal persons. Commandite partners are real persons and can be elected to the company management. The responsibilities and obligations of the partners are determined by the company’s articles of association.

Partnership Limited by Shares

A partnership limited by shares is a company whose capital is divided into shares, and one or more of its partners are liable as a collective company partner, while the others are liable as shareholders of a joint stock company.

If the capital is divided into parts solely to show the participation rates of more than one commanditer in the capital, the provisions of the commandite company apply.

The founders must be at least five persons. At least one of the founders must be a commandite partner. The amount of each share held by the commanditer partners who have the status of founders must be stated in the articles of association.