What is Limited Sirketi?

The Limited Sirketi is Turkey's primary corporate form for closely held businesses, regulated under the Turkish Commercial Code (TTK) No. 6102. It combines limited liability with relatively simple governance compared to the Anonim Sirketi (joint stock company).\n\n**Formation requirements**\nForming a Limited Sirketi requires:\n1. Articles of association (Ana Sozlesme) signed before a notary or submitted online via MERSiS\n2. Minimum share capital of TRY 50,000 (increased from TRY 10,000 in 2023)\n3. At least 25% of share capital deposited in a bank account before registration\n4. 1 to 50 shareholders (individual or corporate)\n5. Registration with the Trade Registry via MERSiS\n6. Tax registration with the local Tax Office (Vergi Dairesi) post-incorporation\n\n**Governance structure**\nA Limited Sirketi is managed by one or more mudurler (managers), who may be shareholders or non-shareholder third parties. Unlike an Anonim Sirketi, there is no mandatory board of directors structure. For single-shareholder Ltd companies (Tek Ortakli Ltd. Sti.), the sole shareholder typically acts as the sole manager. Major decisions require a shareholders' resolution (Genel Kurul Karari); the minimum quorum for extraordinary decisions varies by matter.\n\n**Share capital and transfers**\nShares in a Limited Sirketi are not freely transferable without a shareholders' resolution and Trade Registry notation. The articles of association may impose further restrictions. This makes the Limited Sirketi less suitable for businesses seeking investment from multiple passive investors.\n\n**Tax treatment**\nA Limited Sirketi pays:\n- Kurumlar Vergisi: 25% on taxable profit\n- Gecici Vergi: quarterly advance payments at 25%\n- KDV: on all taxable supplies (registered from incorporation)\n- Stopaj Vergisi: 15% withholding on dividends paid to individual shareholders\n- Damga Vergisi: stamp duty on contracts and payroll\n\nThe Mudur (manager) who is also the sole shareholder cannot pay themselves a salary the same way a company can pay an independent director; any compensation must be structured as a Mudur fee subject to Gelir Vergisi and SGK.\n\n**Minimum share capital increase**\nThe TRY 50,000 minimum was introduced by Regulation 9846 in January 2024. Companies formed before that date with TRY 10,000 capital were required to increase their capital to TRY 50,000 by 31 December 2024. Failure to do so results in the company being struck off (Ticaret Sicilinden Silinme).\n\n**Annual obligations**\nA Limited Sirketi must:\n- File annual Kurumlar Vergisi declaration by end of April\n- File monthly KDV and Muhtasar Beyanname declarations\n- Prepare annual financial statements under TMS/TFRS\n- For companies above thresholds: publish accounts and obtain independent audit (Bagimsiz Denetim)