Joint Stock Company
Limited Liability Company
It is possible to establish a Joint Stock Company with a single partner. There is no limit related to the number of partners.
It can be established with a minimum capital of 50.000 TL.
The nominal value of each share is at least 1 penny.
If the members of the Board of Directors / Managers violate their obligations arising from the law and the articles of association with their defects, they are responsible for the damage they cause to the company, shareholders and company creditors.
The members of the Board of Directors / Managers will also be responsible for the damage caused by the special liability cases determined as “if the documents and declarations are against the law” and “knowing false statements about the capital and lack of payment” or if they know the situation.
Although the members of the Board of Directors / Managers have indemnity obligations due to losses, it is not possible to be tracked directly for the receivables.
Public debts are different from the Company debts and they are debts such as tax debt, tax penalty, irregularity penalty, delay interest, delay hike. There are differences between the two types of companies in this regard. For the Joint Stock Company, the shareholders has no responsibility for taxes, SGK and other debts of the company.
For Joint Stock Companies, the members of the Board of Directors are responsible with their personal assets due to public debt.
The joint stock company has two organization, the general assembly and the board of directors.
- The Board of Directors consists of at least one member elected by the General Assembly from among the partners or non-partners. The board member may be a real person or a legal person.
- The Board of Directors convenes with the majority of the total number of members and takes their decisions with the majority of the members present at the meeting.
- Unless there is a contrary provision in the articles of association, the board of directors may meet with the majority of the full number of members and make their decisions with the majority of the members present at the meeting.
- In case of equality in votes, the subject will be left to the next meeting, and if there is equality in the second meeting, the proposal will be deemed rejected.
For the Joint Stock Company, the shares can only be transferred by a share transfer agreement. If shares are issued in exchange for a stock certificate or a temporary certificate, these may be transferred by endorsement. Transfer in the presence of a notary is not necessary. It is not obligatory to register the transfers in the trade registry.
There is the possibility to go public. Transition to the registered capital system is possible.
A ministry representative should be present at general assembly meetings on some issues.
It is mandatory to print a stock.
Joint stock companies with a capital of 250,000 TL and above are required to hold a lawyer.
For the Joint Stock Company to change the prime contract, meeting can be created in which half of the capital is represented.
The majority of the votes of those present at the meeting are required.
If the company shares are sold after 2 years, the amount of earnings are not subject to tax. If the shareholders of the company hold their shares after more than 2 (two) years, they are given tax exemptions.
It can be established with a single partner, but the number of partners cannot exceed 50.
It can be established with a minimum capital of 10.000 TL.
The nominal value of each share is at least 25 TL.
If the members of the Managers violate their obligations arising from the law and the articles of association with their defects, they are responsible for the damage they cause to the company, shareholders and company creditors.
The members of the Managers will also be responsible for the damage caused by the special liability cases determined as “if the documents and declarations are against the law” and “knowing false statements about the capital and lack of payment” or if they know the situation.
Although the members of the Managers have indemnity obligations due to losses, it is not possible to be tracked directly for the receivables.
They are responsible for Premium, Tax Debt and similar public debts only in proportion to their subscribed capital.
In the decision no. 2006/2884 of the Supreme Court of Appeals, the Supreme Court ruled that “the partners of Limited company are responsible for the receivables of the company within proportion to the capital shares that cannot be collected …”. In other words, the responsibilities of the shareholders will be within the capital ratios of the public receivables that cannot be collected from the company.
Managers are responsible with their all personal assets due to public debt that are not fully or partially collected from the Limited Company's assets.
The Limited Company has two bodies, the general assembly and the executive board.
- Managers are selected by the general assembly from among partners or non partners.
- In case there are more than one manager, a board of directors is formed and this board is mostly decided
- If the number of directors is more than one, one of them is appointed by the general assembly as the Chairman of the Board of Directors.
- Unless there is no provision in the articles of association, if the votes are equal in the meetings of the board of directors, the vote of the chairman will be superior.
- Provided that it is arranged in the prime contract, the board of directors meetings can be held with the participation of all managers or some managers via electronic media.
- If the number of managers are more than one, each manager will be at the meeting of the board of directors regarding all the business and transactions of the company, They can;
- request information,
- ask questions,
- make examinations,
- and ask for the meeting, document, contract and similar documents to be brought to the meeting, to be examined and to receive information from the employees.
For the transfer of shares in a limited company, it is required to prepare a written contract regarding the share transfer and to approve this contract by notary public, after the share transfer is approved by the company general assembly, the share transfer must be registered in the trade registry and finally the share transfer is registered in the company share book.
There is no possibility to go public. Registered capital system cannot be applied.
The participation of the Ministry representative is not required.
It is obligatory to print a share, but it can be printed in name only for proof of partnership.
There is no obligation to hold a lawyer.
No special meeting quorum has been arranged separately. It will be sufficient to provide the decision quorum.
The decision should be made by the shareholders representing two-thirds of the capital.
Limited Liability Company is easier in terms of decision making.
Regardless of after how many years the company shares are sold, the income is subject to income tax. There is no exemption.
- Even the Joint Stock Company seems to be advantageous in terms of tax, share transfer, and common stock, actually Limited Liability Company is more advantageous and simple in its establishment and legal responsibility. It is also preferred in commercial life.
- Since the Joint Stock Company promotes institutionalization, it separates the members of the board of directors from the shareholders and also there are more strict regulations on the issues related to the decision-making,and practice etc..
- For these reasons, if the company to be established will not perform a specific business to the Join Stock Company (eg banking and insurance), we think it should be established as Limited Liability Company. It is possible to convert it to the Join Stock Company.