{"id":60519,"date":"2026-02-28T18:24:01","date_gmt":"2026-02-28T15:24:01","guid":{"rendered":"https:\/\/ozansoylu.av.tr\/limited-liability-company-in-turkey-formation-and-requirements\/"},"modified":"2026-02-28T19:21:17","modified_gmt":"2026-02-28T16:21:17","slug":"limited-liability-company-in-turkey-formation-and-requirements","status":"publish","type":"post","link":"https:\/\/ozansoylu.av.tr\/en\/limited-liability-company-in-turkey-formation-and-requirements\/","title":{"rendered":"Limited Liability Company in Turkey: Formation and Requirements"},"content":{"rendered":"

A limited liability company (LLC), known in Turkey as Limited \u015eirket<\/em>, is one of the most preferred corporate structures among entrepreneurs and foreign investors seeking to establish a legal presence in Turkey. Governed by the Turkish Commercial Code (TCC), this business entity offers a distinct legal personality separate from its shareholders, meaning the company can independently enter into contracts, assume obligations, and initiate legal proceedings. The liability of each shareholder is confined strictly to their capital commitment, providing a significant layer of financial protection.<\/p>\n

Legal Definition and Corporate Identity<\/h2>\n

Under Article 573 of the Turkish Commercial Code, “a limited liability company is a company established under a trade name with a fixed capital divided into shares, which is liable for its debts solely with its assets.”<\/em> This separation between the company’s assets and the personal wealth of its shareholders is one of the defining features of the LLC structure. In official correspondence and legal documents, the abbreviation Ltd. \u015eti.<\/em> is used to denote this company type. The company acquires its legal personality upon registration in the Trade Registry, at which point it becomes fully operational as an independent legal entity.<\/p>\n

Shareholder Structure and Eligibility<\/h2>\n

Article 574 of the TCC establishes that “a limited liability company may be founded by one or more real or legal persons; however, the number of shareholders may not exceed fifty.”<\/em> This flexibility makes the LLC suitable for sole entrepreneurs as well as medium-sized partnerships. Both natural persons and legal entities \u2014 including foreign companies \u2014 may become shareholders. When the number of shareholders exceeds fifty, the company is legally required to convert into a joint-stock company (anonim \u015firket<\/em>). At least one shareholder must hold unlimited management authority and representative power as a director, as required under Article 623 of the TCC.<\/p>\n

Minimum Capital Requirements<\/h2>\n

One of the primary prerequisites for incorporation is meeting the minimum capital threshold. According to the relevant Presidential Decree and the provisions of Article 580 of the TCC, “the minimum share capital of a limited liability company shall be fifty thousand Turkish Liras, and the nominal value of each capital share shall be at least twenty-five Turkish Liras or multiples thereof.”<\/em> It is important to note that the entire capital does not need to be paid in full at the time of incorporation. Article 585 provides that “the cash portion of the subscribed capital may be paid within twenty-four months following the registration of the company.”<\/em> The payment schedule may be set out in the articles of association or determined by the directors.<\/p>\n

Trade Name and Scope of Activity<\/h2>\n

The company’s trade name must comply with the regulations set out under the Communiqu\u00e9 on Trade Names. The name must include a reference to the company’s field of activity and must end with the phrase “Limited \u015eirket”<\/em> or its abbreviation. Article 43 of the TCC mandates that “the trade name must include the type of company and an indication of the business subject.”<\/em> The name must be written primarily in Turkish, though foreign words may be incorporated provided they do not violate applicable laws or general ethical standards. Furthermore, the chosen name must not already be registered with any Trade Registry Directorate in Turkey.<\/p>\n

Incorporation Process and MERS\u0130S Registration<\/h2>\n

The incorporation process begins with an application through MERS\u0130S, Turkey’s Central Registry Record System. Founders are required to prepare the articles of association electronically through this platform, entering details such as the company name, registered address, shareholder information, capital distribution, and the designated director or directors. Once the online application is submitted, the Trade Registry Directorate reviews the filing and schedules an appointment for the physical submission of documents.<\/p>\n

On the appointment date, the founders \u2014 or their authorized representatives holding notarized powers of attorney \u2014 must appear at the relevant Trade Registry Directorate. The articles of association are signed in the presence of registry officials, after which the company’s commercial books are certified and delivered. Upon successful review, the company is formally registered and its legal personality is established.<\/p>\n

Required Documentation<\/h2>\n

The documentation required for incorporation is largely standardized across Trade Registry Directorates, though minor procedural differences may exist. Founders must submit a petition signed by all directors, identifying the relevant tax office and confirming the accuracy of the information provided. Additional documents include the chamber registration declaration with photographs of the shareholders, the articles of association prepared via MERS\u0130S, signature declarations of the authorized directors, and proof of payment of the Competition Authority contribution fee, which corresponds to four ten-thousandths of the registered capital. If any shareholder is a foreign national, notarized Turkish translations of their passport and, where applicable, their residence permit must also be submitted.<\/p>\n

In cases where capital contributions are made in kind rather than cash, a court-appointed expert valuation report is required, along with confirmation from the relevant registry that no encumbrances exist on the contributed assets.<\/p>\n

Post-Incorporation Obligations<\/h2>\n

Following registration, the company must fulfill several administrative requirements before commencing operations. These include obtaining a tax registration certificate from the relevant tax office, registering the workplace with the Social Security Institution (SGK), and acquiring a business operating license from the local municipality. The company is also required to activate its electronic notification (e-Tebligat<\/em>) address and, depending on the volume of transactions, apply for the e-Invoice system.<\/p>\n

Tax Obligations<\/h2>\n

Turkish LLCs are subject to corporate income tax on their net profits at a standard rate of 25 percent, with the annual tax return due by the end of April each year. Provisional corporate tax is also payable on a quarterly basis. In addition to corporate tax, LLCs are subject to Value Added Tax, reported and paid monthly, as well as withholding tax obligations declared through the Muhtasar<\/em> return. Stamp duty applies to various commercial documents and agreements, and social security premiums must be paid monthly for all employed personnel.<\/p>\n

Share Transfer Procedures<\/h2>\n

The transfer of shares in a Turkish LLC is subject to formal requirements that are more stringent than those applicable to joint-stock companies. Under Article 595 of the TCC, a share transfer agreement must be executed before a notary public and subsequently approved by a resolution of the general assembly. The approved transfer is then recorded in the share ledger and registered with the Trade Registry. This structured process ensures transparency in ownership and maintains the integrity of the shareholder composition.<\/p>\n

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For more assistance or consultation on this matter, you can contact us.<\/a><\/strong><\/p>\n","protected":false},"excerpt":{"rendered":"

A limited liability company (LLC), known in Turkey as Limited \u015eirket, is one of the most preferred corporate structures among […]<\/p>\n","protected":false},"author":1,"featured_media":60520,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_lmt_disableupdate":"","_lmt_disable":"","footnotes":""},"categories":[217],"tags":[],"class_list":["post-60519","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-corporate-law"],"aioseo_notices":[],"aioseo_head":"\n\t\t\n\t\n\t\n\t\n\t\n\t\n\t\n\t\n\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t