LEGAL GLOSSARY
Joint-Stock Company
A joint-stock company is a capital company whose share capital is divided into shares and which is liable for its debts only with its own assets. It is regulated in Articles 329 et seq. of the Turkish Commercial Code (TTK). Shareholders, as a rule, are obliged only to pay the capital share they have subscribed and are not personally liable for the company’s debts. Its main organs are the general assembly and the board of directors; it may be established by a single shareholder and may operate for any economic purpose not prohibited by law.
Scope
A joint-stock company is one of the commercial companies regarded as capital companies (sermaye şirketi) under Article 124 of the Turkish Commercial Code (TTK) and is regulated in TTK Article 329 et seq. It has legal personality; creditors have recourse to the company’s assets for the company’s debts, while shareholders are liable only for the capital share they have subscribed and only toward the company (TTK Article 329). The share capital cannot be below the minimum amount in the law; because this amount may be increased by the President, the current figure must be checked separately (TTK Article 332). The company may be established by one or more shareholders (TTK Article 338). In some activities such as banking, special laws require the joint-stock company form (e.g., Banking Law No. 5411, Article 7).
Practical Significance
Subject to statutory exceptions, the company is managed and represented by the board of directors (TTK Article 365); shareholders exercise their rights regarding the company’s affairs in the general assembly (TTK Article 407). Powers such as amending the articles of association, electing the members of the board of directors and granting them release (ibra), approving the financial statements and dissolving the company belong to the general assembly and cannot be transferred (TTK Article 408). Members of the board of directors and managers may be liable toward the company, shareholders and creditors if they breach their obligations through their fault (TTK Article 553).
Commonly Confused Concepts
A joint-stock company is most often confused with a limited liability company. Both are capital companies, and shareholders, as a rule, are not personally liable for the company’s debts. However, in a limited liability company the number of shareholders cannot exceed fifty, management and representation belong to the manager or managers, and the transfer of a capital share is subject to written form with notarized signatures and, as a rule, to the approval of the general assembly (TTK Articles 574, 595, 623). In a joint-stock company, the law sets no such upper limit on the number of shareholders and the management organ is the board of directors.
Sources and scope
- Legislation Information System of the Presidency of the Republic of Türkiye (T.C. Cumhurbaşkanlığı Mevzuat Bilgi Sistemi) — Law No. 6102, Turkish Commercial Code · Arts. 124, 329, 332, 338, 365, 407–408, 553(accessed: September 24, 2026)
- Legislation Information System of the Presidency of the Republic of Türkiye (T.C. Cumhurbaşkanlığı Mevzuat Bilgi Sistemi) — Law No. 5411 on Banking · Art. 7(accessed: September 24, 2026)
The explanation is for general information; a specific case must be assessed separately.