A company established to operate a commercial enterprise under a trade name, where the liability of one or more of the partners towards the company’s creditors is not limited and the liability of the other partner or partners is limited to a certain capital, is a limited liability company.
Partners whose liability is not limited are called general partners, and those whose liability is limited are called limited partners.
General partners must be natural persons. Legal entities can only be limited partners.
Limited partnership company individual; A limited partnership whose capital is divided into shares is considered a capital company.
The trade name of ordinary or limited partnerships whose capital is divided into shares includes the name and surname of at least one of the limited partners and a phrase indicating the company and its type. The names and surnames or trade names of limited partners cannot be included in the trade names of these companies.
The limited partner in the title of the ordinary limited partnership company is deemed liable to third parties as a general partner.
In matters not listed below, the provisions applicable to the limited liability company are also applicable to limited partnerships.
Companies that do not have a tax number in our records must submit a photocopy of the tax plate as an attachment to the registration document. If not, the registration application will not be accepted.
1-) Dilekçe
- Şirket imza yetkilisi tarafından imzalanmalı, vekaleten imzalanmış ise vekaletin aslı veya onaylı sureti eklenmeli, Şirketin bağlı olacağı vergi dairesi belirtilmeli, ekindeki evrak dökümünü içermelidir.
- Dilekçede şirketin ünvanı sermayesi merkezi açılış tarihi ve bu tarihteki gerçek faaliyetinin konusu NACE koduyla birlikte açıkça
1-) Petition
It must be signed by the authorized signatory of the company. If it is signed by a power of attorney, the original or certified copy of the power of attorney must be attached. The tax office to which the company will be affiliated must be specified and the attached document must be included.
In the petition, the name of the company, the date of opening of the capital center and the subject of its actual activity on this date should be clearly shown together with the NACE code, and it should be written that this information is correct and if it is determined otherwise, the responsibility belongs to the person or persons who signed the petition.
2-) Chamber Registration Declaration
Must be Signed by Officials – must have pictures of the partners.
3-) If the main contract prepared by Mersis will be signed by the partners, the partners must be present in the relevant unit. If the contract will be signed by proxy, there is no need for the partners to come to the Directorate if the signed power of attorney is presented, it is sufficient for the person to whom the power of attorney is given to come.
4-) If there is a foreign partner and a Turkish citizen whose residence address is abroad, 1 copy of the Establishment notification form
The relevant fields must be filled in and signed by the authorized person.
5-) Signature declarations of persons authorized to represent the company, other than the partners, can be prepared in our Directorate or other directorates to be sent to our Directorate, or can be prepared in a notary public.
6-) If the limited partner has contributed capital in kind; Valuation report and expert appointment letter prepared by the court-appointed expert regarding the determination of the value of the months.
7-) A letter from the relevant registry stating that there is no limitation on the capital in kind invested.
😎 Document showing that real estate, intellectual property rights and other values invested as capital in kind have been annotated in the registry where they are registered.
https://kirklarelitso.org.tr/wp-content/uploads/2024/02/kurulus_bildirim_formu-2.docx
1-) Petition
2-) Notarized Partners Board Decision (1 copy)
3-) Signature declarations of the liquidators under the trade name with the phrase “in liquidation” and prepared in accordance with TCC Article 40
4-) Signed document stating that liquidators accept the duty if they are selected other than partners
If there is a provision in the company agreement regarding the invitation of creditors, it is necessary to make an announcement regarding the invitation to creditors in the Turkish Trade Registry Gazette after the registration of the liquidation. If this is not done, the liquidation period will be extended.
Announcement forms containing the call to creditors must be published with the company stamp and the signature of the liquidator.
1-) Petition
2-) Written statement of the partners stating that they will not object to the decision of the board of partners or the court regarding the approval of the final balance sheet.
3-) Document stating that the final balance sheet was notified to the partners by the liquidators
The TR ID numbers of the partners should be written in the decision or an internet printout should be provided as an annex to the decision.
If a decision is to be made to keep commercial books, “For the books that must be kept, action will be taken in accordance with Article 82 of the Turkish Commercial Code.” It is sufficient to include the statement.
If there are registered branches, an application for cancellation of the branches must be made before the cancellation of the registry.
It is a company whose capital is divided into shares and one or more of its partners are liable to the company’s creditors as if they were a general partner of a general company, and the others are as if they were shareholders of a joint stock company. If the capital is divided into parts only to show the participation rates of more than one limited partner, without being divided into shares, the provisions of the limited company apply.
The legal relations of the limited partners with each other, with all the limited partners and with third parties, especially their duties and powers regarding the management and representation of the company, and their separation from the company are subject to the provisions of the limited company. Apart from these issues, the provisions of joint stock companies apply unless there is a contrary provision in the Law.
The articles of association must be made in writing and the signatures of all founders must be obtained in the presence of the Registry Office.
The first board members are appointed by the articles of association.
All those who sign the articles of association and those who contribute capital other than money to the company are considered founders. Founders cannot be less than 5 people. At least one of the founders must be a general partner. The amount of each share owned by the limited partners who have the title of founder must be written in the articles of association.
The following issues are written in the articles of association:
1-) The trade name of the company and the location where its headquarters will be located.
2-) The business subject of the company, with its essential points stated and defined.
3-) The capital of the company and the nominal value of each share, the form and conditions of their payment.
4-) Share certificates will be registered or bearer; privileges granted to certain shares; transfer limitations.
5-) Rights and rights acquired as capital other than money; their values; The amount of shares to be given in return for these, in case of a business or company being taken over, their price, the cost of the goods and rights purchased by the founders on behalf of the company for the establishment of the company, and the amount of wages, allowances or awards that should be given to those who provided services in the establishment of the company.
6-) Number of board members, those authorized to sign on behalf of the company.
7-) How general assemblies will be called to meetings; voting rights.
😎 If the company is limited to a period, this period.
9-) How to make company announcements.
10-) Types and amounts of capital shares committed by shareholders.
11-) Accounting period of the company.