LEGAL GLOSSARY
Limited Liability Company
A limited liability company is a capital company whose share capital consists of the total of the shareholders’ capital shares and which may be established with at most fifty shareholders. It is regulated in Articles 573 et seq. of the Turkish Commercial Code (TTK). Shareholders, as a rule, are not liable for the company’s debts; they are obliged to pay the capital share they have subscribed and to perform the additional payment and ancillary performance obligations in the company agreement. Public receivables are an important exception to this rule.
Scope
A limited liability company is regarded as a capital company (sermaye şirketi) under Article 124 of the Turkish Commercial Code (TTK) and is regulated in TTK Articles 573–644. It is established by one or more natural or legal persons under a trade name; the number of shareholders cannot exceed fifty, and a limited liability company with a single shareholder is also possible (TTK Articles 573–574). 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 580). Management and representation are regulated by the company agreement; they may be left to one or more shareholders bearing the title of manager (müdür), to all shareholders or to third persons, but at least one shareholder must have the right of management and the power of representation (TTK Article 623).
Practical Significance
The transfer of a capital share and the transactions giving rise to the obligation to transfer are made in writing and the signatures are notarized; unless the company agreement provides otherwise, the transfer becomes valid with the approval of the shareholders’ general assembly (TTK Article 595). An important exception to the shareholders’ limited liability is public receivables: for a public receivable that cannot be collected, or is found to be uncollectable, from the company, the shareholders are directly liable in proportion to their capital shares; in a share transfer, the transferor and the transferee are jointly and severally liable for public receivables relating to the period before the transfer (Law No. 6183 on the Procedure for Collection of Public Receivables, Article 35). For this reason, the status of the company’s public debts matters in a share transfer.
Commonly Confused Concepts
Unlike a joint-stock company, a limited liability company has no board of directors; if there is more than one manager, a board of managers (müdürler kurulu) is formed (TTK Article 624). Among the non-transferable powers of the general assembly are the appointment and removal of managers, the approval of transfers of capital shares and applying to the court for the removal of a shareholder from the company (TTK Article 616). The shareholders’ liability under Law No. 6183, Article 35, is also specific to the shareholders of limited liability companies.
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, 573–574, 580, 595, 616, 623–624(accessed: September 24, 2026)
- Legislation Information System of the Presidency of the Republic of Türkiye (T.C. Cumhurbaşkanlığı Mevzuat Bilgi Sistemi) — Law No. 6183 on the Procedure for Collection of Public Receivables · Art. 35(accessed: September 24, 2026)
The explanation is for general information; a specific case must be assessed separately.