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COMMERCIAL LAW
115
Establishment of a Limited Liability Company
under Law No. 6102
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Att. Naciye Yilmaz
Turkish Commercial Code No. 6102 (“TCC”) brings important
changes to the establishment of a limited liability company. Within the
framework of this article, I will treat the novelties for the establishment
of a limited liability company (or “company”) as per the TCC, as well as
the establishment process.
Number and Qualities of the Shareholders
Pursuant to Article 573 of the TCC, limited liability companies may
be established with one or more shareholders; and pursuant to Article
574, the number of shareholders may not exceed fifty. Therefore, a sole
shareholder limited liability company may be established as per the TCC.
Moreover, shareholders may be real persons or legal entities. A legal
entity shareholder may at the same time be a director of the company, even
within sole shareholder limited liability companies. In this case, a real
person shall be appointed to represent the legal entity director. It should
be emphasized that in the event a legal entity director shall be entitled to
represent and bind the company, authorities related to the representation
of the company should be clearly attributed to this legal entity director in
the articles of association.
Minimum Capital Amount
The initial minimum capital of a limited liability company must be at
least TRY 10.000, as per Article 580 of the TCC. The nominal value of
the shares in the capital should be at least TRY 25 and multiples of 25.
It is also possible to contribute assets as capital in kind. Assets,
including intellectual property rights, virtual environments and domains,
which are marketable, transferable and free of any encumbrance,
attachment or lien, may be contributed as capital in kind. However,
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Article of April 2013