Limited Liability Company

Limited liability companies may be composed of real persons or legal entities and must consist of at least 2 and no more than 50 partners. The overall share capital must be a minimum of 5000 YTL and the minimum capital contribution by each foreign shareholder is the TL equivalent of US $ 50,000. (If partner resides in Turkey, the document to be obtained from the Undersecreteriat of Treasury that no exchange transfers are required ; and also the residence permission)

All partners are personally liable for the debts of the company up to a maximum of their contribution, however, partners are not held liable for the unpaid portions of others' contributions. They are also more directly exposed to the tax liabilities of the company, limited however to their own shares.Yet the legal representatives of the company have a personal liability as regards the tax debts.

Shares held in a limited liability company are non-negotiable and may be transferred only with the approval of the other partners. Transfers must be approved by at least a 75% majority vote, with at least 75% of the total capital represented. Limited liability companies are also prohibited from engaging in banking or insurance business. A limited liability company differs from the joint stock company in that its capital is not divided into shares of stock nor represented by share certificates. There is no board of directors for a limited company. Instead, the appointed manager has authority to operate the company.

Setting up a Joint Stock/Limited Company

Documents required for application to the Trade Registry:

-Notarized and apostilled copies of the Articles of Association of the com-pany to be established
-Notarized and apostilled passport copies and two photographs of each shareholder
-Notarized and apostilled trade registry extract of the founder legal entity
-Notarized and apostilled Board of Directors Resolution regarding the ap-pointment of the company representative
-3 copies of the signature specimen of the company representative (if the representative is also a signature authority)
-The forms required by the trade registry which has to be filled and ratified by the company
- Bank receipt regarding the arrival of the capital of the company 224