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The Turkish Ltd. ?ti.

The Turkish Ltd. Şti.

A Ltd. Sti. is a Turkish private limited company similar to the German "GmbH".
In spite of numerous consistencies, there also are important differences.
Two major differences relate to the nominal capital and the number of shareholders. The required nominal capital of a Ltd. Şti. merely amounts to TRY 5,000.00 (as per September 2009, this corresponds to approx. EUR 2,300). In contrast to the German GmbH, a minimum of two shareholders is required.

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Obligation to register shareholder resolutions in the company records?

Important resolutions, such as changes of the company agreement, the appointment, removal and the discharge of directors, will only be legally effective if they are taken during a general meeting. Such resolutions must generally be registered in the corporate records; in contrast to German corporate law, all registrations must be notarised.

Role of the director

In the interior relations, the director is responsible for managing operations.
This includes the obligation to attend to the company's financial interests as a trustee (as these interests are not the director's own), as well as to the unhindered, efficient, and profit-oriented flow of operations.
In this context, the director is obligated to act with the diligence of a prudent businessman.

  • Submission of monthly salary tax returns and VAT advance returns
  • Preparation and compilation of the annual accounts/management report, presentation of same to the shareholders
  • Publication of the annual accounts
  • Examination and implementation of shareholders' resolutions; the director is in particular obligated to ensure that an auditor is assigned in good time
  • Filing of annual tax returns
  • Continuous monitoring of the company's economic situation in view of insolvency law (over-indebtedness? illiquidity?)

In addition to this, the following events are continuously to be monitored and/or implemented by the director:

  • Observation of the market and the competition
  • Accounting
  • Loan transactions
  • Liquidity planning (compilation and comparison to actual figures)
  • Monitoring of business operations
  • Assertion of claims held by the company against third parties
  • Compliance with changes of law, if such are relevant for the company
  • Key figures and controlling

Tasks of the shareholders' meeting

However, the following tasks are mandatorily allocated to the shareholders' meeting exclusively (examples):

  • Amendments of the company agreement
  • Resolutions regarding the dissolution or transformation (change of form, merger, demerger of the company)
  • Request for payment of additional capital
  • Continuation resolution regarding a dissolved company

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