JOINT-STOCK COMPANY OR LIMITED COMPANY IN TURKEY

Both the joint-stock company and the limited company may be established for any purpose or subject that is not prohibited by law.

The most important reason why people prefer a joint-stock company to a limited company is prestige. 

The joint-stock company creates a more prestigious perception in the eyes of the people, banks and institutions. 

Without public offering (A non-IPO / A Non-public joint-stock company), a joint-stock company is established with at least one and a maximum of 500 people. A limited company is established with at least one and a maximum of 50 people.

The minimum capital amount is 50.000 Turkish Liras for a Joint-stock company and 10.000 Turkish liras for a limited company. One-quarter of the shares committed in cash must be paid to the bank and reserved before registration.

Joint-stock companies may be offered to the public and limited companies may not.

Joint-stock companies may issue registered[1] and bearer shares And the share transfer may be made through endorsement of the bearer shares.  Limited companies can only issue registered shares to represent their shares.

A joint-stock company can increase capital with the registered capital system. Limited company does not have a registered capital system. Capital increase in the limited company can be carried out by the decision of the general assembly.

The general assembly of the joint-stock companies is subject to the registration and announcement. The general assembly of the limited company is not subject to registration and announcement.

The share transfer in the joint-stock company takes place through processing the register in the share book after making share transfer agreement. The share transfer of the limited company is made through the notary and is subject to registration and announcement. 

If the share transfer in joint-stock companies is made to a real person, it is not taxable after 2 years.

If transferred to legal persons, it is exempt from value-added-tax (VAT) on the condition that there is a share or stock certificate.

75% of earnings are exempt from tax if kept for at least 2 years.

If the transfer of shares in a limited company is made to real persons, it is subject to tax regardless of the period. If transferred to legal persons, it is exempt from value-added-tax (VAT) after 2 years. 75% of shares held for at least two years are exempt from tax.

Joint-stock companies with capital exceeding 250,000 Turkish Liras must have lawyers. Limited companies do not have such an obligation.

In joint-stock companies, if there is no contradicting provision in the law or the original contract, the contract can be amended with the participation of the half of the shareholders and the absolute majority of the participants.

The amendment in the original contract of limited companies takes place with the participation of the two-third of the shareholders and their approval.

Shareholders who are not board members in the joint-stock company, do not need to be social insurant. But it is necessary for all shareholders in a limited company.

The joint-stock company is managed by the board of directors. The limited company is managed by a director or directors.

The shareholders of the joint-stock company are not obliged to be members of the general assembly. At least one of the shareholders in a limited company must be a director.

Shareholders have no responsibility due to public receivables (taxes, social insurance) of joint-stock companies. In the limited company, shareholders are responsible for their public receivables with all their assets in proportion to their shares.

The board of directors (authorized-unauthorized) of the joint-stock company is responsible for public receivables (taxes, social insurance) with all their assets. In the limited company, the directors are responsible for public receivables with all their assets.

In joint-stock companies, the shareholders are solely responsible to the company with the capital they have committed for the company's commercial debts. In the limited company, the shareholders are responsible for the company's commercial debts with the capital they have committed to and the obligations stated in the original contract.

Shareholders of the joint-stock company partners cannot be removed from the company by force. In the limited company, the partner can be removed from the partnership upon resolution of the general assembly provided that it is specified in the original contract. Besides, a lawsuit with a justified reason may be brought regarding the removal of the shareholder.

In joint-stock companies, the shareholders representing one-tenth of the non-public companies and one-twentieth of the public companies may request the termination of the company from the commercial court of first instance. All shareholders in the limited company may request termination for good cause.

Both joint-stock companies and limited companies can distribute dividend advances.

Joint-stock and limited companies may issue privileged shares. This means that a shareholder with one share can have five votes.

Joint-stock and limited companies may issue redeemed share.

"Redeemed share” is a certificate of valuable documents or securities that do not express any shares in the joint-stock company and grant such asset rights for the holder.

Joint-stock and limited companies are subject to 22% corporate tax.

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