General Information On Limited Liability Companies
A limited company is founded by at least one individual or entity. The upper limit has been determined as 50. There is no nationality requirement for the shareholders.
Compared to a joint stock company, a limited liability company has a certain “personal” character. For instance, unlike the joint stock companies, transfer of shares requires (if a contrary provision does not exist in the articles of association) the consent of the general assembly.
In limited liability companies – as the sole exception to the limited liability principle – shareholders are responsible for public debts of the company towards the state (together with the managers of the company), with proportion to their shares in the capital of the company (it is noteworthy that the same rule applies to members of the board of directors in joint stock companies, who are responsible for the company’s public debts).
The minimum capital requirement is TL 10,000.
In limited liability companies, the authorized body is the “board of shareholders”. Normally, all shareholders have both the right and obligation to take part in the management –each shareholder automatically qualifies as a “manager” unless the articles of association (or the board of shareholders) regulates to the contrary. Persons other than the shareholders may also be appointed by the board of shareholders as managers. The daily activities and transactions of a limited liability company are carried out by the managers. There is no upper limit regarding the number of managers. Managers can be both of foreign or Turkish nationality.
The affairs of the company can be delegated to a certain manager (or a board of managers) appointed by the board of shareholders.
The board of shareholders meets at least once a year. In limited liability companies all the authorizations regarding the affairs of the company with the exemption of amendments to the articles of association, capital increase and the appointment of the company manager, may be assigned to the managers by the board of shareholders.