Limited Company (Ltd. Sti.): Turkey's Most Popular Business Structure
The Limited Liability Company (Ltd. Sti.) is the most widely used capital company type in Turkey, representing approximately 80% of all active companies in the country. With its combination of limited liability, flexible management structure and relatively low capital requirements, it is the ideal structure for small and medium-sized enterprises. Among e-commerce entrepreneurs, it is the most commonly chosen company type for selling on Trendyol, Hepsiburada and N11.
Advantages of Ltd. Sti.
- Limited liability: Partners are only liable up to their committed capital contributions, protecting personal assets from business debts
- Low capital requirement: Can be established with a minimum of 10,000 TL in share capital. 25% is paid at formation, with the remainder due within 24 months
- Flexible management: Can be managed by one or more directors who may or may not be shareholders
- Flat corporate tax: The 25% Kurumlar Vergisi rate can be more advantageous than progressive income tax rates for profitable businesses
- Professional credibility: Provides a corporate image that enhances business relationships, marketplace applications and access to bank financing
Partnership Structure
An Ltd. Sti. can be formed with a minimum of 1 and maximum of 50 partners. Partners can be natural persons or legal entities, and foreign nationals can participate as partners without any restrictions. Share transfers require a general assembly resolution and notarial certification. Unlike an Anonim Sirket, shares cannot be freely transferred; approval from other partners is required.
Formation Steps
1. MERSIS Registration: The company name is reserved and the articles of association are prepared through the MERSIS platform. The name must be unique and reflect the business activity.
2. Banking: At least 25% of the share capital is deposited and blocked in a bank account. The remaining 75% must be paid within 24 months. The Competition Authority (Rekabet Kurumu) fee is also deposited at this stage.
3. Notary: Articles of association and signature declarations are certified before a notary public. Foreign partners require apostilled document translations.
4. Trade Registry (Ticaret Sicili): Registration application is filed with the chamber of commerce and trade registry directorate. The company gains legal personality upon registration.
5. Tax Office: The company's tax registration is completed and books are certified. E-fatura and e-defter applications are also submitted at this stage.
6. SGK and ISKUR: Social security institution and employment agency notifications are finalized. SGK notification is mandatory within 10 days of commencing operations.
Management and Decision-Making
The company is governed by the general assembly of partners and the director(s). The general assembly must convene at least once per year. Important decisions such as capital increases and articles of association amendments require qualified majority approval. Single-partner Ltd. Sti. companies benefit from faster decision-making processes. Directors handle daily operations and represent the company in external dealings.
Tax Obligations
An Ltd. Sti. is subject to 25% corporate tax (Kurumlar Vergisi), monthly KDV returns, withholding tax returns (Muhtasar) and quarterly provisional tax returns. Additional obligations include e-defter (e-ledger) maintenance, e-fatura compliance and Ba-Bs form submissions for reporting purchase and sale transactions. All returns are filed electronically through GIB's e-beyanname system. Companies operating in Teknoloji Gelistirme Bolgeleri can benefit from corporate tax exemptions on software income.
Zunapro provides expert guidance at every stage of Ltd. Sti. formation, ensuring your business is operational quickly and fully compliant with Turkish regulations.
