• +90 212 438 0464

How to establishment a limited company

How to establishment a limited company

The limited company, which stands out with points such as the ability of the partners to share costs and the fact that the shareholders do not lose value in the transfer of shares, is a type of company that does not end with counting its advantages!

What does limited company mean?
One of the most preferred company types in Turkey is limited liability company. According to Article 503 of the Turkish Commercial Code No. 6762, "Limited company is the type of company established by two or more real/legal persons under the umbrella of a trade name." It is generally recommended for medium-sized businesses.

The most important feature of a limited company is the transparency of the equity capital. They can be established with a minimum capital of 10.000 TL and a maximum of 50 partners. The liability of the partners is limited to the capital they have committed. Capital can be divided but shares cannot be divided into shares.

Limited company, abbreviation LTD. ŞTİ and is taxed with a fixed tax bracket of 23%, subject to Corporate Tax. Every profession can operate under the roof of a limited company, but it is not preferred much in the fields of banking and insurance. Such companies cannot go public and cannot issue bonds.

In addition, there is no obligation to have a lawyer in such companies, but it is mandatory to have managers and general assembly. With the decision of the general assembly, a manager takes office and all the representation and administration of the company is under the responsibility of this manager. The company manager to be appointed may also be someone other than the partners.

How to set up a limited company?
If it is necessary to summarize the establishment of a limited company with a few items;

Collection of necessary documents for company establishment
Preparation of the articles of association of the company
Tax and bank processes
Registration in the commercial register
If it is to be agreed with the declaration and an accountant, the power of attorney phase
tax office notification
Chamber and municipality transactions
Prior to the recent updates in the Turkish Commercial Code, the company contract could be signed in the presence of the trade registry director or the deputy director, but since this decision could not be actually implemented, it was a necessity to go to the notary public for the establishment of a limited liability company.

As a result of the final decision, the notary approval requirement has been lifted and it has become acceptable for those authorized to sign in the company to declare their signatures in writing to any Trade Registry Office.

A new update is available for the limited company establishment, which is now possible to set up from a single center. The requirement to open a bank account and block at least 25% of the capital at the time of establishment has been removed. Instead, the requirement to deposit the amount of capital committed to the relevant authorities into the company account within two years after the establishment of the company was introduced.

How many people can a limited company be established with?
At least two partners are required in the establishment of a limited company, and the upper limit is determined as 50 partners.

If the number of partners decreases to one after the establishment or if one of the essential organs of the company is not available, the company may be dissolved. If the deficiencies are not completed, one of the partners or the creditor of the company has the right to demand the dissolution of the company to the court.

Can limited companies be established as a home office?
Home office is generally preferred for software works, consultancy, real estate, organization services and especially e-commerce. Today, it is also possible to establish a limited company in the form of a home office. If there is no obstacle for you to run your business from home, you can also do this online. Let's take a step-by-step look at what you need to do:

First, obtain a copy of the lease agreement or title deed for your house.
Issue a power of attorney from the nearest notary to enable company establishment and accounting transactions. You also have the right to postpone notary procedures due to Covid-19.
Register for free with the Interactive Tax Office and create a password.
The last remaining transactions for company formation and issuing the tax plate can be completed in a very short time.
Documents required when establishing a limited company
Setting up a limited company can take a little longer than a sole proprietorship. In order to minimize the confusion, we have listed the necessary documents for you item by item:

Photocopy of ID, passport photo and two residence documents for each of the partners
The lease agreement of the workplace where the company will be established (if it is a home office, the rental agreement of your house or a copy of the title deed)
Company establishment notification form stating the company title and company articles of association
Documents showing the shares and capital ratios of the partners
Documents showing the total capital amount determined
Document showing the company representative
Chamber registration statements
After the necessary documents are collected, you can prepare the company's articles of association with the support of a financial advisor if you wish. Afterwards, you need to make an appointment with the registry to register with the Chamber of Commerce. After this step, it is time for tax registration. You can perform these transactions, which take 2-5 days on average, or by giving a power of attorney to your financial advisor.

The closing of limited companies that do not have a simple setup process like a sole proprietorship is also subject to the liquidation process. Going through this process

blog resim

Copyright @2022 PMDTR Designed By EYTSOFT