Establishing a Limited Liability Company


Limited Company organized by the provisions of Turkish Commercial Code no. 6102 between m.573-644; commercial companies and capital companies.

Limited Company Terms of Establishment

*TTK. in accordance with provision m.573; Limited Company is a capital company that can be established by at least 1 to 50 real or legal entities.

*At least 10.000 TL cash capital requirement is sought. There is a minimum deposit requirement of 25 TL for shareholders. (The amount of capital committed after the company is established must be deposited into the company account within 2 years.)

*All kinds of business activities can be carried out except in some areas such as ‘banking’ and ‘insurance’ specified in some laws with Limited Company.

*TTK on Limited Company Bodies. according to the provisions between m.616-635;

The limited liability company has 2 mandatory bodies by law. These are the general assembly and the board of directors. In limited liability company structures with more than one manager, the directors are the body of the established company. The independent auditor and private auditor are not the body of the limited liability company.

Limited Company Establishment Stages

1.Preparation of necessary information and documents:

*Determination of the company’s trade title, capital, address*Le
ase agreement or deed of the location of the company address*Notari
zed surrogates and capital shares of the identity documents of the company’s partners*Prepar
ation of the company’s main/principal contract*No
tarized signature circuses of persons authorized to represent the Company

2.Preparation of The Company’s Principal Contract and Registration to Mersis System: The company’s original contract is entered into the mersis system. The founders of the company give the registration number to the Trade Registry Directorate and take delivery by signing the contract based on 3 copies received from the system. The founder (or surrogate, financial adviser) who is authorized to represent the company applications for registration.

3.Potential Tax Number: After the approval of the original contract in Mersis, the company will be charged a potential tax number from the Mersis system. With this potential tax number, a bank account can be opened on behalf of the company.

4.Registration and Registration to the Trade Register: After the company is registered on the trade register, it is officially established by gaining a
legal entity. Documents to be forwarded to the relevant Trade Register fo
r registration:*Petition requesting registration of the company’s trade record *Mersis registratio
n number*Chamber of Commerce registra
tion declaration*Foreign partner company company declaration

5.Registration And Receipt of Legal Books: After registration in the company’s trade register, registration letter, registration certificate, activity certificate and certified legal books are handed over to the company authorities by the Trade Registry. Legal books that limited liability companies must keep; Ledger Kebir, General Journal, Inventory Book, General Assembly Decision Book, Partners PayBook.

6.Registration to the Tax Office: The company registered in the Trade Registry must apply with some documents to the tax office to register with the tax office. These documen
ts;*Starting statement *Lease or title deed for the company headquarters*Tra
de Registry registration certificate and registration veri
fication*Notarized signature circuses of the company director or company representative *Residence documents of the company par
tners*Notarized surrogates of the identity documents of the founding pa
rtners*Tax Office Company Opening Notification F
orm*Internet Tax Office Password Request Form*
E-notification form

After the above documents are handed over to the tax office, tax office officials go to the declared company address and organize the polling minutes and sign it to the company’s authority. After these transactions, the tax plate organized by the tax authority on behalf of the company is received by the company representative.

7.Registration to the Chamber of Industry: Industrial companies must also register in the chamber of industry. Documents required to register in the Chamber of Indust
ry:*Chamber of Industry Applicatio
n Form*Trade Registry Newspaper Announcement *Notarized surrogates of the identity documents of the founding partners

8.Obtaining a License from the Municipality: The areas of activity of the companies may require a license to open a business from the mun
icipality. Documents required to obtain a workplace license from
the municipality:*Lease or title deed *Environmental and Cleaning Tax payment note *Trade Registrat
ion*Tax plate*Tra
de Registry Newspaper Announcement

Limited Company Expense Items And Taxation

Expense Items*M
onthly VAT payments*
Insurance premium payments for each employee *Monthly 4B SSI premium for managers
*Withholding tax payments every 3 mon
ths*Temporary tax payments every 3
months*Annual corporate tax once a year *Once a year, professional chamber member dues *Once a year, book confirmation fees *Municipal taxes
*Monthly accounting fee.

*Limited Companies are taxed at a fixed rate. This rate is applied as 20% for 2020. (It will start to be applied at 18% for 2021.)