Trade Companies in Türkiye

Trade Companies in Türkiye

The Turkish Commercial Code, Law No. 6102, governs the general provisions and types of companies, specifically trade companies. According to this law, trade companies comprise:

1. Joint-Stock Company

2. Limited Liability Company

3. Collective Company

4. Commandite Company

5. Limited Partnership with Divided Capital

These companies fall under the purview of the Turkish Commercial Code and associated regulations, categorized as either capital companies or personal companies:

- Capital Companies: Joint-Stock and Limited Liability Companies, where partners enjoy limited liability.

- Personal Companies: Collective and Commandite Companies, where partners bear unlimited liability.

Joint-Stock Company

As per Law No. 6102, a joint-stock company is characterized by a defined and divided capital, with liabilities limited to its assets. Shareholders are liable only for the capital committed and paid. The capital is divided into shares, and shareholders' responsibility is restricted to their committed and paid capital. Joint-stock companies can be established for any lawful economic purpose, requiring one or more founders who are shareholders. The founders, whether individuals or legal entities, commit to and sign the articles of association. The initial capital, as stated in the articles, must not be less than 250,000 Turkish Liras. For non-public joint-stock companies under the registered capital system, the starting capital is a minimum of five hundred thousand Turkish Liras. The organizational structure includes the General Assembly and the Board of Directors, responsible for decision-making and company management, respectively.

Limited Liability Company

A limited liability company is formed by one or more individuals or legal entities with a predetermined (fixed) capital, providing the company name and limiting liability to the capital shares. It can have a minimum of one and a maximum of fifty partners, with a minimum capital requirement of 50,000 TL. Limited liability companies cannot be publicly traded. The company's organs consist of the Partners General Assembly, the top decision-making body representing all partners, and the Board of Managers/Directors, responsible for company management and representation.

Collective Company

Collective companies are established for commercial operations under a trade name, with partner liability extending to the company's creditors. There is no minimum capital requirement, and only real persons can be partners. Partners' responsibilities and obligations are determined by the founding contract, and each partner actively contributes to the company's management.

Commandite Company

Commandite companies, as per the Turkish Commercial Code, are established for commercial operations under a trade name. Formed by at least two partners – the commandite and the commanditer – the former bears unlimited liability, while the latter's liability is limited to the committed capital ratio. Commanditer partners can be real or legal persons and may be elected to manage the company. The company's founding contract outlines the responsibilities and obligations of the partners.

**Limited Partnership with Divided Capital

A limited partnership with divided capital is a business structure where the capital is partitioned into shares. In this arrangement, specific partners share joint liability for the company's debts, akin to general partners in a general partnership. Concurrently, other partners bear liability akin to shareholders in a joint-stock company. Should the capital division primarily indicate the participation ratios of multiple limited partners, the regulations governing limited partnerships are applicable.

A minimum of five individuals is required to act as founders, with at least one of them obligated to be a limited partner. The articles of association must explicitly state the quantity of each share owned by the founding limited partners.

Branch: Definition and Registration Process

As stipulated in the third paragraph of Article 40 of Law No. 6102 Turkish Commercial Code, branches of commercial enterprises situated in Turkey are mandated to be registered and announced in the trade registry of their respective locations.

In accordance with Article 118 of the "Trade Registry Regulation" published in the Official Gazette on January 27, 2013, a branch is defined as "locations and retail stores where industrial or commercial activities are independently carried out, irrespective of whether they are within the registration area of the headquarters or in another registration area, and irrespective of having independent capital or accounting." Consequently, places conducting autonomous industrial and commercial activities connected to a commercial enterprise are deemed branches and must undergo registration with the trade registry of their location, regardless of their association with the headquarters' registration area or the independence of their accounts.