In accordance with the Turkish Code of Obligations No. 6098, the definition of ordinary partnership has been made. ‘Ordinary partnership agreement is a contract in which two or more persons undertake to combine their labor and property to achieve a common purpose. A partnership shall be deemed as ordinary partnership subject to the provisions of this section if it does not have the distinctive character of the partnerships regulated by law.’
The procedures followed by the companies at the establishment stage, the manner they are organized and the processes they follow at the post-stages depend on the legal legislation of each country. As ordinary company in Turkey and the nature of the company, including commercial companies are divided into two groups. The main difference of ordinary companies is the lack of legal personality.As a rule, legal entities are considered to have an independent entity from the goods and individuals that make up them. Since ordinary companies do not have legal personality, the persons who make up this combination are liable first and severally for their debts
The role of companies in the Turkish economy, which has been steadily growing every year and continues to develop, cannot be denied. The share of companies and companies in our economy is increasing with each passing day in line with the objective of creating a real free economy based on our country’s private sector.Turkey Union of Chambers and Commodity Exchanges (TUCC), 2018 for the month of July Established And Liquidated Companies established in July, according to Statistics, the number of companies increased by 23.27% compared to the previous year.
The legal procedure followed by the companies starting from the establishment phase should be carried out in accordance with the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code. Therefore, in order to prepare the articles of association of a company during the establishment phase and to prevent and foresee the possible conflicts that may occur in the subsequent process, to base the agreements regarding the company on a sound legal basis and to conduct a legal examination of the relevant processes; in this respect, these steps must be followed by lawyers who are experts in their fields.
There are 5 different types of companies under the Turkish Commercial Code No. 6102. However, both international trade and also the most common types of companies in the economy are the types Turkey Joint Stock Company and Limited Company.
According to Turkish Commercial Code No. 6102 INCORPORATED COMPANY;
Article 329-564 of the related law Of Joint Stock Companies
general provisions, organization, basic principles and other issues in detail edited.
ARTICLE 329– (1) A joint stock company is a company whose capital is divided into shares and which is liable only for its assets due to its debts. (2) Shareholders are only liable to the capital shares they have committed and to the company.
II – Subject to special laws joint stock companies
ARTICLE 330– (1) The provisions of this section shall apply to joint stock companies subject to special laws, except for special provisions.
III – Purpose and Subject
ARTICLE 331– (1) Joint stock companies may be established for all kinds of economic purposes and subjects not prohibited by law.
IV –Minimum capital amount
ARTICLE 332– (1) The main capital, which represents the capital fully committed in the articles of association, has adopted the registered capital system which represents the fifty thousand Turkish Liras and the ceiling of authority granted to the board of directors for the increase of the capital
In the non-public joint stock companies, the initial capital cannot be less than one hundred thousand Turkish Liras. This minimum capital amount may be increased by the President .
The Joint Stock Company is one of the basic institutions of private law and liberal economy; The principle of freedom of will applies to organizations and operations. The joint stock company is managed by its legal management and representation bodies.
COMPANY LIMITED IN ACCORDANCE WITH TURKISH COMMERCIAL LAW NO: 6102;
Among the articles 573-645 of the related law, the definition of the type of limited liability company, establishment of the company and other matters are regulated in a comprehensive manner.
ARTICLE 573- (1) A limited company is established by one or more natural or legal persons under a trade name; The capital of the company is certain and this capital consists of the sum of the capital shares. (2) Shareholders are not liable for the debts of the company, they are obliged to pay only the capital shares they have committed and to fulfill the additional payment and side performance obligations stipulated in the company contract. (3) A limited liability company may be established for any economic purpose and subject that is not prohibited by law.
B) Number of partners ARTICLE 574- (1) The number of partners shall not exceed fifty. (2) If the number of partners falls to one, the situation shall be notified to the directors in writing within seven days of the date of the transaction. Managers shall register and declare the name, place of residence and citizenship of the company, which is the sole shareholder of the company, from the date of receipt of the notification until the end of the seventh day, otherwise they shall be liable for any damage that may arise. The same obligation applies if the company is established with a partner. (3) The Company may not acquire the main share capital in such a way that it will turn into a company of which the only partner will be its own.
ARTICLE 575- (1) The company contract must be signed in writing and signed by the founders before the personnel authorized by the trade registry directorate. (Additional sentence: 15/7 / 2016-6728 / 67 art.) In the establishment of the company, valuable paper price is not collected from the paper containing the company contract.
Limited companies can be established with a single partner such as joint stock companies. However, in limited liability companies that are subject to restrictions in terms of the maximum number of partners, the agreements regarding the transfer of shares are subject to strict form requirements.
As mentioned above, legal advice should be obtained from expert lawyers regarding the process of establishment of local and foreign capital companies and preparation of partnership agreements in this field. the relevant processes will have a serious impact on legal and criminal liability, and therefore the process should be approached with due diligence.
Note: The information contained herein is purely for informational purposes and does not constitute legal advice. He must seek professional assistance from a lawyer when carrying out official procedures for applying for citizenship.