It is possible to eject a shareholder within the terms of the Turkish Commercial Code and any requirements set forth in the Articles, and a shareholder may also request the dissolution of an LLC under specific conditions from a court. Because LLC shares are not represented by share certificates, share transfers are completed by filing a signed and notarized sale and purchase agreement with the appropriate trade register, together with a shareholder resolution authorizing the transfer.
Although shareholders' responsibility is limited to the amount of share capital they possess in the business and they are not personally accountable for any debt or other liability incurred by the company, shareholders of an LLC may be held liable for the firm's public debts, such as tax bills. Despite the fact that firms are prohibited from purchasing their own shares, if an LLC acquires the shares of one of its owners in exchange for receivables, the shareholders are jointly accountable for the payment of the unpaid portion of the newly acquired shares by the company.
Registering a Company as a Joint Stock Company
Turkish Joint Stock Companies (JSCs) can be formed for an infinite time with at least one actual person or legal entity as a shareholder and a minimum capital of 50.000.-TL (around 10,000.- USD). Certain operations, including banking and insurance, are only allowed to be carried out by JSCs under Turkish legislation. Furthermore, only JSC has the authority to sell and trade its shares on the stock exchange. As capital requirements and regulations may change, it is wise to check official sources when planning the process, such as relevant government resources.
Except for specific advantages, a JSC's capital is divided into shares, each of which is distinct and confers equal rights in proportion to its nominal worth. Although shares are freely transferable, the Articles of Incorporation may impose some restrictions. The endorsement and delivery of the share certificate or interim share certificate, as the case may be, is how JSC transfers shares. Furthermore, once a subscribed share has been fully paid, the holder of that share cannot be ejected.
Register a Turkish Company Branch
Although they are closely related with the main firm in terms of internal administration, branch offices have their own capital and accounting to conduct commercial transactions with third parties. This means that the main business assumes the branch offices' rights, obligations, earnings, and losses. A branch office can only participate in parent company operations. It is prohibited from providing products and services or engaging in any commercial activities that are not specified in the articles of association of the parent business. Although there is no formal capital requirement for branch offices, the incorporating company must keep adequate capital to operate the branch office effectively.
By identifying that it is a branch office, a branch office must use the same corporate name as the parent firm and include the location of both the head office and the branch office. To administer the branch office's day-to-day operations, a fully authorized commercial representative (branch office manager) must be hired in Turkey.
What to Keep in Mind Before Registering
The main differences between these structures come down to capital, share transfer rules, and the scope of permitted activity. LLCs and JSCs both offer limited liability in principle, but the text above makes clear that LLC shareholders may still face liability for public debts such as tax bills. JSCs, meanwhile, stand out for their share structure and their ability to sell and trade shares on the stock exchange.
For foreign investors and entrepreneurs, professional guidance can make the process easier. Legal documentation, trade register filings, shareholder resolutions, and branch authorizations all require careful preparation. If you are planning your life and business in the city, you may also want to get to know important districts and landmarks such as Taksim Square and the historic commercial atmosphere of the Grand Bazaar.
We know all these works might seem hard to do on your own, but you don't have to. There are various people that could guide you along the way. Do not hesitate to take advice and tips from them as you are trying to register a company. All the workload and legal processes could be handled more easily if you reach out to experts on the matter. Visit istanbul.com for more information and our contact details.
