A Turkish Limited Sirket Company (LS) provides foreigners with a limited liability company with only one shareholder and one director who can be the same foreigner for greater control. Foreigners may own all of the shares in a LS.
The Turkish limited liability company is the most used type of business in Turkey, mostly for a small to medium size business.
The Turkish Commercial Code governs the formation, registration, acceptable activities, and dissolution of the LS Company.
Background
Turkey is located in Eurasia and is a transcontinental nation crossing into Southeast Europe’s Balkan Peninsula and Western Asia’s Anatoilia. Eight countries border Turkey:
Armenia and Iran to the east, Bulgaria and Greece to the northwest, Georgia to the northeast, and Iraq and Syria to the south.
Turkey is surrounded by seas on three sides: on the south is the Mediterranean Sea, on the north is the Black Sea, and to the west is the Aegean Sea.
It is officially known as the “Republic of Turkey”. Politically, it is a “secular, democratic unitary parliamentary republic”. It has a democratically one house national assembly, a prime minister and a president.
Benefits
A Turkish Limited Sirket Company (LS) offers foreigners these kinds of benefits:
• Foreign Participation: All of the shares in a LS may be owned by foreigners.
• Limited Liability: A shareholder’s liability is limited to her or his contribution to the total share capital.
• One Shareholder and One Director: The sole shareholder may become the sole director for better control.
• Low Share Capital: Currently, the minimum required share capital is 1,730 Euro.
Turkish Limited Sirket Company (LS) Name
Turkish companies may not select a company name exactly alike or too similar to an existing company’s name in Turkey.
Company names must derive from the primary type of business activity and can be in any language subject to approval by the Turkish Registry. A translation of the foreign company name must be filed at the time of registration. Proposed company names may be checked with the Registry in advance of registration and reserved for up to 10 days.
Either the word “Sirket” appears at the end of the company name or its abbreviation of “LS”.
Limited Liability
Shareholders are only liable for the value of their subscribed share capital contribution.
Registration
All required documents to register a new company must be filed at the government Trade Registry Office (Türkiye Ticaret Sicili). The following documents must be filed with the Registry by a non-citizen shareholders company:
• The Establishment Notification Form (3 copies);
• Notarized Articles of Association (3 copies);
• Bank receipt verifying the minimum 25% share capital deposit with the Competition Authority Account;
• Attorney’s Verification of Compliance (taahhütname) with all regulations by the LS;
• Signature of each person authorized to represent the LS founders (2 copies).
• Notarized copies of the com any officers’ passports;
• Notarized copies of the Board of Directors resolution appointing the company’s officers; and
• Copy of the Lease Contract for the company office (if applicable).
After approval, the Commercial Registry Office contacts the Tax Office and the District Employment Office about the new company. The Registry will also have an announcement of the new company published in the Official Gazette within 10 days of the approval.
The company’s accountant will apply with the local tax office to obtain a tax identification number and a social security number from the closest Social Security Administration office.
Shareholder
One shareholder is necessary to form a LS. Shareholders may be of any nationality residing anywhere. Individuals or legal entities may become shareholders. Individual shareholders will be required to produce a copy of his or her passport. Legal entity shareholders must produce a Certificate of Good Standing from the country registering the legal entity.
Stock certificate shares are not permitted in Turkey. Therefore, shareholders’ names are maintained in a Register of Shareholders in the registered office which is not accessible by the public.
Director
At least one director must be appointed in order to manage the company. The sole shareholder may be appointed as the only director for better control. No restrictions exist on the residency or nationality of the director(s).
Share Capital
The required minimum authorized share capital is 5,000 YTL (currently, 1,730 Euro). Each share must have a minimum value of at least 25 YTL (currently, 8.65 Euro).
When registering for incorporation, at least 25% of the total share capital must be paid up in cash. The minimum 25% must be paid to the Competition Authority at any local bank. The LS will have up to three years to collect the outstanding share capital.
Registered Office
All companies must maintain a registered office in Turkey. All-important company documents will be stored in the registered office. In addition, the government will be able to serve legal documents there.
Accounting
Every company must maintain books and account written in Turkish and in Turkish Liras (YTL).
Annual audited accounts and financial statements must be filed with the government. However, this only applies to companies listed on the stock exchange. Non-listed companies must file a shorter, simpler annual financial statement as its annual return.
The types of accounting bookkeeping required include:
• Ledger;
• Journal;
• Inventory Book; and
• Case book.
Taxes
The corporate tax rate for Turkish companies in 2017 is 20% applied to the profits derived worldwide.
However, U.S. taxpayers must reveal all income to their IRS. Everyone else paying taxes on their world income must declare all income to their tax authorities.
Time for Incorporation
Expect the entire process of filing documents, registering, and government approval to take up to 10 working days.
Off the Shelf Companies
Ready-made (shelf) companies are not available to purchase in Turkey.
Conclusion
A Turkish Limited Sirket Company (LS) provides foreigners with these types of benefits: complete foreign ownership of all shares, low minimum share capital, one shareholder who can be the only director, and limited liability.
