According to article 124 of the Turkish Commercial Code (TTK) numbered 6102, commercial companies;
collective,
commandite,
Anonymous,
limited and
Cooperative
consists of companies. In the TTK, the Collective and the Limited Partnership are ‘personal companies’;
Anonymous,
limited and
A limited liability company, whose capital is divided into shares, is considered a “capital company”.
Characteristics and Capital Amounts of Trading Companies
1. Joint Stock Companies;
A joint stock company is a company whose capital is determined and divided into shares, and which is liable for its debts only with its assets.
-Shareholders are liable to the company only with the capital shares they have committed.
Joint stock companies can be established for any economic purpose and subject that is not prohibited by law.
– A single shareholder joint stock company can be established. Real and legal persons can be shareholders. As a rule, general assembly approval is not required for the transfer of shares. Shareholders can freely transfer their shares to others.
Joint stock companies are the only type of companies whose shares can be offered to the public and whose shares can be traded on the stock exchange.
The minimum capital amount is 50,000 Turkish Liras. (For non-public joint stock companies that accept the registered capital system1, the initial capital may be at least 100,000 Turkish Liras[2].)
At least one fourth of the nominal value of the shares committed in cash must be paid before registration. The remaining amount is paid within 24 months following the registration of the company. The payment schedule can be regulated in the company’s articles of association, or it can be determined by the board of directors.
2.Limited Companies;
-Limited company is a company whose capital is definite and divided into shares and which is liable for its debts only with its assets.
-Partners are not responsible for the debts of the company, they are only obliged to pay the basic capital shares they have committed and to fulfill the additional payment and ancillary performance obligations stipulated in the company contract.
-Partners are responsible for the public debts that cannot be collected from the company in proportion to their capital shares.
-Limited companies cannot be offered to the public.
– A limited liability company can be established with one partner.
-The number of partners cannot exceed fifty. Limited company partners can be natural persons or legal persons.
-Limited company’s basic capital is at least 10.000 Turkish Liras.
It is possible to pay the entire capital brought in cash within 24 months after the registration of the company. The payment schedule can be regulated in the company contract or determined by the managers. Bearer shares cannot be issued in limited companies.
2.Commandite Companies;
-Ordinary limited partnership is a sole proprietorship, and limited liability company, whose capital is divided into shares, is a capital company.
– A limited liability company can be established by at least two persons, one of whom is a limited partner and one of whom is a limited partner.
-The limited partners can only be natural persons. Limited partners can be natural or legal persons.
The liability of the limited partners is limited to the amount of capital they have invested or committed.
-Commanditerary partners cannot manage the company.
-There are two kinds of limited partnership companies; a limited partnership company and a limited partnership whose capital is divided into shares. The most important feature of a limited partnership company is that it has limited and unlimited liability partners.
-Some partners have limited liability, some partners have unlimited liability. The responsibility of the limited partner is like the partner of the collective company. Creditors who cannot meet their receivables from the assets of the company may apply to the limited partners. Limited partners run the company.
4. Collective Company;
– A collective company is established with at least two partners.
– Each of the company partners has the right and duty to manage the company separately. However, management jobs may be given to one, several or all of the partners, by the articles of association or by the decision of the majority of the partners.
-Only natural persons can be partners in a collective company. The partners of the company have unlimited second degree liability to the creditors of the company.
-There is no capital requirement in collective companies.
5. Cooperatives;
-Cooperatives are partnerships with variable partners and variable capital, established by real and legal persons in order to provide and protect the specific economic interests of the members and especially their professional or livelihood needs by means of mutual assistance, solidarity and surety with their labor and monetary contributions.
Each partner undertakes at least one, at most five thousand shares. The value of a partnership share is 100 Turkish Liras.
– Provided that there is a provision in the articles of association, it can be decided that the partners will be second-degree unlimited liability to the creditors of the cooperative or limited liability up to a certain amount in excess of the capital share they have committed.
-Although not a cooperative company, sole proprietorship or capital company, it is a trading company like other listed companies.
-The cooperative is established with at least seven partners, without prejudice to the special types.